UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Fiscal Year Ended September 30, 2006

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

For the transition period from __________________ to __________________

Commission file number 000-499-68
COMDISCO HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)

Delaware 54-2066534
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5600 North River Road
Rosemont, Illinois 60018
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (847) 698-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered
--------------------- -----------------------------------------
N/A N/A

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
- -------------------------------------------------------------------------------
Common Stock, par value $0.01 per share
Contingent Distribution Rights

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|

Indicated 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 file" in Rule 12b-2 of the Exchange
Act. (Check one): Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-Accelerated Filer [X]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

The aggregate market value of common stock held by non-affiliates of the
registrant was approximately $16 million based on its closing price per share of
$14.75 on March 31, 2006. On March 31, 2006, there were 4,029,369 shares of
common stock outstanding. No officer or director beneficially held shares of the
Company's Common Stock as of December 1, 2006. Shareholders who owned 5 percent
or more of the outstanding common stock at that time have been excluded in that
such persons may be deemed affiliates. The determination of affiliate status is
not necessarily a conclusive determination for other purposes.

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |X| No |_|

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

Title of Each Class Number of Shares Outstanding at December 1, 2006
- -------------------- ------------------------------------------------
Common Stock, par value 4,029,369
$0.01 per share
DOCUMENTS INCORPORATED BY REFERENCE: NONE
================================================================================
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COMDISCO HOLDING COMPANY, INC.
2006 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS
PAGE

PART I

ITEM 1. BUSINESS..............................................................3

ITEM 1A. RISK FACTORS..........................................................9

ITEM 1B. UNRESOLVED STAFF COMMENTS............................................11

ITEM 2. PROPERTIES...........................................................11

ITEM 3. LEGAL PROCEEDINGS....................................................11

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................12

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES....................12

ITEM 6. SELECTED FINANCIAL DATA..............................................14

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..................................16

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........28

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..........................29

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.............................................50

ITEM 9A. CONTROLS AND PROCEDURES..............................................50

ITEM 9B. OTHER INFORMATION ...................................................51

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...................51

ITEM 11. EXECUTIVE COMPENSATION...............................................52

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS .....................................54

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................55

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES...............................55

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES .............................57

SIGNATURES....................................................................59

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2006 ANNUAL REPORT ON FORM 10-K

PART I

Disclosure Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains, and our periodic filings with the
Securities and Exchange Commission (the "SEC") and written and oral statements
made by the Company's sole officer and director to press, potential investors,
securities analysts and others, will contain, forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act")
and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), and
the Company intends that such forward-looking statements be subject to the safe
harbors created thereby. These forward-looking statements are not historical
facts, but rather are predictions and generally can be identified by use of
statements that include phrases such as "believe," "expect," "anticipate,"
"estimate," "intend," "plan," "foresee," "looking ahead," "is confident,"
"should be," "will," "predicted," "likely" or other words or phrases of similar
import. Similarly, statements that describe or contain information related to
matters such as our intent, belief, or expectation with respect to financial
performance, claims resolution under the Plan (as defined below), cash
availability and cost-cutting measures are forward-looking statements. These
forward-looking statements often reflect a number of assumptions and involve
known and unknown risks, uncertainties and other factors that could cause our
actual results to differ materially from those currently anticipated in these
forward-looking statements. In light of these risks and uncertainties, the
forward-looking events might or might not occur, which may affect the accuracy
of forward-looking statements and cause the actual results of the Company to be
materially different from any future results expressed or implied by such
forward-looking statements.

Important factors that could cause actual results to differ materially from
those suggested by these written or oral forward-looking statements, and could
adversely affect our future financial performance, include the risk factors
discussed in Item 1A, Risk Factors. Many of the risk factors that could affect
the results of the Company's operations are beyond our ability to control or
predict.

Available Information

The Company's website address is www.comdisco.com. The Company makes
available through its website its Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports,
as soon as reasonably practicable after such material is electronically filed
with the SEC. The Company also makes available through the website its press
releases, the Code of Conduct Applicable to its Chief Executive Officer and
Authorized Representatives, the Employee Code of Conduct, the Audit Committee
Charter and the Compensation Committee Charter, as well as contact information
for the Audit Committee and an employee hotline number. Information contained on
the Company's website is not intended to be part of this Annual Report on Form
10-K.

ITEM 1. BUSINESS

THE COMPANY EMERGED FROM CHAPTER 11 BANKRUPTCY PROCEEDINGS ON AUGUST 12,
2002. THE PURPOSE OF THE COMPANY IS TO SELL, COLLECT OR OTHERWISE REDUCE TO
MONEY IN AN ORDERLY MANNER THE REMAINING ASSETS OF THE CORPORATION. PURSUANT TO
THE COMPANY'S FIRST AMENDED JOINT PLAN OF REORGANIZATION (THE "PLAN") AND
RESTRICTIONS CONTAINED IN THE COMPANY'S CERTIFICATE OF INCORPORATION, THE
COMPANY IS SPECIFICALLY PROHIBITED FROM ENGAGING IN ANY BUSINESS ACTIVITIES
INCONSISTENT WITH ITS LIMITED BUSINESS PURPOSE. ACCORDINGLY, WITHIN THE NEXT FEW
YEARS, IT IS ANTICIPATED THAT THE COMPANY WILL HAVE REDUCED ALL OF ITS ASSETS TO
CASH AND MADE DISTRIBUTIONS OF ALL AVAILABLE CASH TO HOLDERS OF ITS COMMON STOCK
AND CONTINGENT DISTRIBUTION RIGHTS IN THE MANNER AND PRIORITIES SET FORTH IN THE
PLAN. AT THAT POINT, THE COMPANY WILL CEASE OPERATIONS AND NO FURTHER
DISTRIBUTIONS WILL BE MADE. THE COMPANY FILED ON AUGUST 12, 2004 A CERTIFICATE
OF DISSOLUTION WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE TO FORMALLY
EXTINGUISH COMDISCO HOLDING COMPANY, INC.'S CORPORATE EXISTENCE WITH THE STATE
OF DELAWARE EXCEPT FOR THE PURPOSE OF COMPLETING THE WIND DOWN CONTEMPLATED BY
THE PLAN.

Due to the Company's reorganization and implementation of fresh-start
reporting, the consolidated financial statements for periods after July 31, 2002
are not comparable to those presented in prior filings with the SEC.

In this report on Form 10-K, references to "the Company," "Comdisco
Holding," "we," "us" and "our" mean Comdisco Holding Company, Inc., its
consolidated subsidiaries, including Comdisco, Inc., Comdisco Ventures Fund A,
LLC (formerly Comdisco Ventures, Inc.), the former Comdisco Global Holding
Company, Inc., the former Comdisco Domestic Holding Company, Inc. and its
predecessors, except in each case where the context indicates otherwise.
References to "Comdisco, Inc." mean Comdisco, Inc. and its subsidiaries, other
than the Prism entities, prior to the Company's emergence from bankruptcy on
August 12, 2002, except where the context indicates otherwise.

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General Development of Business

Since emerging from bankruptcy proceedings on August 12, 2002, the Company
has, pursuant to the Plan, focused on the monetization of its remaining assets.
The Company expects total revenue and net cash provided by operating activities
to continue to decrease until the wind down of its operations is completed;
however, the Company cannot accurately predict the net amount to be realized, or
the timing of such realization, from the continued monetization of its assets.
Therefore, comparisons of quarter-to-quarter or year-to-year results of
operations should not be relied upon as an indication of the Company's future
performance.

The Company has reduced, and expects to continue to reduce, the size and
complexity of its organizational and systems infrastructure concurrently with
the monetization of its assets. As of December 1, 2006, the Company had a total
of seven employees (three full-time and four part-time), a decrease of
approximately 99 percent from approximately 600 employees upon emergence from
bankruptcy proceedings on August 12, 2002. Approximately 20 former employees
continue to periodically assist the Company on a consulting basis.

On August 12, 2004, Randolph I. Thornton's appointment as Initial
Disbursing Agent became effective. As Initial Disbursing Agent, Mr. Thornton
performs the roles and responsibilities of the Board of Directors and officers
of the Company, including all measures which are necessary to complete the
administration of the reorganized debtors' Plan and Chapter 11 cases. Mr.
Thornton serves as Chief Executive Officer, President and Secretary and is the
sole director and executive officer of the Company.

Reorganized Corporate History

On July 16, 2001, Comdisco, Inc. and fifty of its domestic subsidiaries
filed voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Northern District
of Illinois Eastern Division (the "Bankruptcy court") (consolidated case number
01-24795). Comdisco Holding Company, Inc., as the successor company to Comdisco,
Inc., emerged from bankruptcy under the Plan that became effective on August 12,
2002. Prior to the effective date of the Plan, Comdisco, Inc. formed Comdisco
Holding Company, Inc., a Delaware corporation (the "Company" or "Comdisco
Holding"). Comdisco, Inc. emerged as a wholly-owned subsidiary of Comdisco
Holding. As a result, Comdisco Holding became the successor to Comdisco, Inc. A
copy of the Plan for Comdisco, Inc., as well as other information related to
distributions of cash and securities pursuant to the Plan, can be found in a
Current Report on Form 8-K filed on August 9, 2002 with the SEC by Comdisco,
Inc. A copy of the Plan was filed as an exhibit thereto.

Prior to the bankruptcy, Comdisco, Inc. provided technology services
worldwide to help its customers maximize technology functionality,
predictability and availability, while freeing them from the complexity of
managing their technology. Comdisco, Inc. leased information technology
equipment to a variety of industries and more specialized equipment to key
vertical industries, including semiconductor manufacturing and electronic
assembly, healthcare, telecommunications, pharmaceutical, biotechnology and
manufacturing. Through its Ventures group (as defined below), Comdisco, Inc.
provided equipment leasing and other financing and services to venture
capital-backed companies.

Implementation of the Plan resulted in the reorganization of Comdisco, Inc.
and its domestic and foreign subsidiaries into Comdisco Holding and three new
primary subsidiaries: (i) Comdisco Global Holding Company, Inc. (dissolved on
September 27, 2004), which managed the sale and run-off of the Company's
reorganized European IT Leasing operations and assets; (ii) Comdisco, Inc.,
which managed the sale and run-off of the Company's reorganized US Leasing
operations and assets; and (iii) Comdisco Ventures, Inc. (renamed Comdisco
Ventures Fund A LLC), which managed the sale and run-off of the Company's
venture financing operations and assets ("Ventures"). The Company's Corporate
Asset Management, or CAM, group was responsible for the sale and run-off of
certain corporate and leasing assets that remained after certain pre-emergence
bankruptcy asset sales. The CAM group's operations were managed through
Comdisco, Inc.

Implementation of the Plan also resulted in the reorganization of Prism
Communication Services, Inc. and its subsidiaries ("Prism"); as a consequence,
Prism became a direct wholly-owned subsidiary of Comdisco Domestic Holding
Company, Inc., which was itself a direct wholly-owned subsidiary of Comdisco,
Inc. The assets of the Prism entities have been liquidated and the proceeds
realized from such liquidation were distributed to creditors of Prism in
accordance with the Plan. The Prism estates were closed by order of the
Bankruptcy court on February 26, 2004.

4
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General Terms of the Plan of Reorganization

As more fully described in the Plan, the Company's business purpose is
limited to the orderly sale or run-off of all of its remaining assets. Pursuant
to the Plan and restrictions contained in its certificate of incorporation, the
Company is specifically prohibited from engaging in any business activities
inconsistent with its limited business purpose.

In very general terms, the Plan contemplated six different classes of
claims against the Comdisco, Inc. bankruptcy estate:

o "Class C-1" Claims. This class was comprised of secured claims against
Comdisco, Inc.

o "Class C-2" Claims. This class was comprised of certain priority
claims against Comdisco, Inc., but did not include Administrative
Claims or Priority Tax Claims (as each were defined in the Plan)
although such claims had the same priority as Class C-2 Claims.

o "Class C-3" Claims. This class was comprised of general unsecured
convenience claims against Comdisco, Inc. that were $15,000 or less
and claims in excess of $15,000, but whose holder elected to reduce
his or her claims to $15,000 in the aggregate and have the reduced
single claim reclassified as a general unsecured convenience claim.

o "Class C-4" Claims. The largest class of claims against the Comdisco,
Inc. bankruptcy estate, this class was comprised of general unsecured
claims other than Class C-3 Claims and includes holders of Comdisco,
Inc. notes, bonds, credit lines and other trade debt.

o "Class C-5A" Claims. This class was comprised of equity claims,
consisting of holders of shares of Comdisco, Inc. common stock and
other "Interests" as defined in the Plan. All shares of common stock
of Comdisco, Inc. were cancelled on August 12, 2002 in accordance with
the Plan.

o "Class C-5B" Claims. This class was comprised of subordinated claims
against Comdisco, Inc.

The Plan provided that holders of Allowed Class C-1 Claims, Allowed Class
C-2 Claims, Administrative Claims and Priority Tax Claims were unimpaired. Class
C-1 Claims primarily related to discounted lease rentals where the Company
generated cash proceeds by selling the future rental payments for specific
domestic lease contracts on a non-recourse basis.

On August 12, 2002, pursuant to the Plan, the Company, along with its
direct wholly-owned subsidiary, Comdisco, Inc., co-issued variable rate senior
secured notes due 2004 (the "Senior Notes") in the principal amount of $400
million and 11 percent subordinated secured notes due 2005 (the "Subordinated
Notes") in the principal amount of $650 million. Further, on September 30, 2002,
the Company issued 4.2 million shares of common stock, $0.01 par value per share
(the "Common Stock").

On September 30, 2002, the Company made an initial distribution to holders
of Allowed Class Class C-4 Claims based upon an aggregate allowed amount of
approximately $3.628 billion. Allowed Claims for Class C-4 creditors received a
pro rata distribution comprised of cash, Senior Notes, Subordinated Notes, new
Common Stock of the Company and rights to the Trust Assets (as defined below).

In addition, Allowed Claims for Class C-5A received contingent distribution
rights ("CDRs") that entitle holders to share at increasing percentages in the
proceeds realized from the monetization of the Company's assets based upon the
present value of distributions made to the general unsecured creditors in the
bankruptcy estate of Comdisco, Inc. If and when any Class C-5B claims are
allowed, holders of such Allowed Claims also will receive CDRs. Pursuant to a
Bankruptcy court order dated March 17, 2003, approximately 8.1 million CDRs, and
any distributions relating to these rights, are being held by the Company's
transfer agent pending resolution of the Class C-5A and the Class C-5B claims.
Approximately, 600,000 (Class C-5A) CDR's have been assigned to the litigation
trust in conjunction with a settlement reached between the Litigation Trustee
and one of the 67 remaining senior managers (the "SIP Participants") who
participated in Comdisco, Inc.'s Shared Investment Plan ("SIP"). No Class C-5B
claims have been allowed to date. Additional information on the CDRs can be
found in a Registration Statement on Form 8-A filed by the Company on August 12,
2002 with the SEC and in the section entitled "Contingent Distribution Rights"
in Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Approximately $1.347 billion of outstanding claims as of the initial
distribution were Disputed Claims. Pursuant to the Plan, the Company established
a reserve for Disputed Claims in the amount of $450 million (the "Disputed
Claims Reserve"), which was funded based upon a Bankruptcy court order granting
authority to Comdisco, Inc. to estimate certain claims. The Disputed Claims
Reserve was established to fund a claim once the claim is deemed an Allowed
Claim so long as funds are available in the Disputed Claims Reserve. The process
of resolving the Disputed Claims is ongoing. If a Disputed Claim is not settled
consensually, it will ultimately be heard and determined by the Bankruptcy

5
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court. The Company cannot predict with accuracy when the claims resolution
process will be completed or what the total amount of Allowed Claims will be
upon completion. Payments and distributions from the Disputed Claims Reserve
have been made as appropriate to the holder of any Disputed Claim that has
become an Allowed Claim, on the next Quarterly Distribution Date (as defined in
the Plan) after the date the Disputed Claim becomes an Allowed Claim. Such
distributions are based upon the cumulative distributions that would have been
made to the holder of such a claim under the Plan if the Disputed Claim had been
allowed on the Effective Date (as defined by the Plan) and are not limited by
the Disputed Claim amounts previously reserved with respect to such Disputed
Claim to the extent that additional amounts are available in the Disputed Claims
Reserve. On each Quarterly Distribution Date, the Disputed Claims Reserve is
reduced by an amount equal to the amount reserved with respect to each Disputed
Claim that has been resolved during the period.

SIP Bankruptcy Claims: In February 1998, pursuant to the SIP, the SIP
Participants took out full recourse, personal loans to purchase approximately
six million shares of Comdisco, Inc.'s common stock. In connection therewith,
Comdisco, Inc. executed a guaranty dated February 2, 1998 (the "Guaranty")
providing a guaranty of the loans in the event of default by the SIP
Participants to the lenders under the SIP (the "SIP Lenders"). On November 29,
2001, the SIP Lenders filed a master proof of claim in the Comdisco, Inc.
bankruptcy in the amount of $133 million ("SIP Guaranty Claim"). The Company and
the SIP Lenders subsequently reached a settlement that was approved by the
Bankruptcy court on December 9, 2004. 48 of the remaining 53 Disputed Claims
relate to Proofs of Claims filed by certain SIP Participants in the bankruptcy
estate of Comdisco, Inc. The Company has objected to such Proofs of Claim and is
currently engaged in discovery with such SIP claimants. The Company is
responsible for its legal fees and expenses related to these matters and any
resolution would be handled through the Disputed Claims Reserve. Not all of the
SIP Participants filed Proofs of Claim in the Bankruptcy.

SIP Relief: Pursuant to the Plan, the Company was authorized to provide
various levels of relief (the "SIP Relief") to the SIP Participants on account
of any subrogation claims which the Company may have against the SIP
Participants. On November 27, 2002, the Bankruptcy court approved the offering
by the Company of SIP Relief of 70 percent to seventy-two terminated employees
and 80 percent to twenty-three go-forward employees who remained with the
Company following its emergence from bankruptcy, provided that such employees
executed waivers and releases in favor of the Company, made irrevocable and
unconditional agreements to pay their unreleased SIP Subrogation Claims (as
defined in the Plan) and fulfilled certain other conditions. The SIP Relief
offer generally expired on December 31, 2002 and five of seventy-two terminated
employees and twenty-one of twenty-three go-forward employees have executed a
Waiver, Release And Settlement Agreement to pay and provided additional
documentation in support of the fulfillment of certain other conditions. Once
the Company settled with the SIP Lenders, the Company notified the twenty-six
participants who accepted relief of their amount due. The Company collected from
twenty-three of the twenty-six who previously agreed to settle with the Company.
Two of the three remaining SIP participant's notes were transferred to the
Litigation Trust because they did not fulfill their obligation under the terms
of the settlement agreement. The Company is still pursuing the collection of one
European participant who accepted the enhanced SIP relief. The European
participant's SIP obligation was assumed by his employer. Comdisco is in
discussions with the employer regarding the method of payment.

Litigation Trust: The Plan provided that, under certain circumstances,
subrogation rights that the Company may have against the SIP Participants who
participated in the SIP be placed in a trust for the benefit of creditors (the
"Trust Assets"). Under the Plan the litigation trust is solely responsible for
collection of amounts due on the promissory notes of the SIP Participants who
did not take advantage of the SIP Relief. The litigation trustee has commenced
both state and federal lawsuits to collect on such SIP Participants' promissory
notes. Five of the 67 SIP Participants filed personal bankruptcy. Also, two SIP
Participants who previously settled with the Company were transferred to the
litigation trust because of their inability to fulfill the terms of their
respective agreements and the litigation trustee has commenced lawsuits against
them. Any proceeds collected by the litigation trust, net of expenses, will be
considered Trust Assets and distributed in accordance with the Plan and
litigation trust agreement. The litigation trust files periodic reports with the
Bankruptcy court. The Company has a limited indemnification obligation to the
litigation trustee under the litigation trust agreement.

SIP Joinder Action: As reported at Item 3. LEGAL PROCEEDINGS, a lawsuit was
filed by certain SIP Participants against certain directors of the former
Comdisco, Inc. The lawsuit was filed by 38 of the SIP participants as a joinder
action. The matter has been referred to the former Comdisco, Inc.'s directors
and officers insurance policy carriers. The Company may owe a duty of
indemnification to some of the defendant directors.

Changes in Governance

On April 15, 2004, the Bankruptcy court entered an order (the "Order")
granting the motion (the "Motion") that was filed on February 17, 2004 by the
Company in furtherance of the Plan. A copy of the Motion was furnished to the
SEC on a Form 8-K pursuant to Item 9 on February 18, 2004. The Company also
included a copy of the Motion in its Report to Stakeholders, dated March 2,
2004, that was distributed to holders of the Company's common stock, CDRs, and
6

Disputed Claims remaining in the bankruptcy and also certain other interested
parties.

Pursuant to and in furtherance of the Order, on August 12, 2004, the
following occurred: The officers of the Company resigned their respective
officer positions; the Board of Directors appointed Randolph I. Thornton, as
Chief Executive Officer, President and Secretary of Comdisco Holding Company,
Inc.; the Company filed a Certificate of Amendment to its Certificate of
Incorporation (the "Certificate") with the State of Delaware amending the
Certificate to provide for a Board of Directors consisting of one member; four
of the five individuals serving on the Board of Directors resigned their
position as Directors (Randolph I. Thornton did not resign and continues as the
sole director); and Randolph I. Thornton's appointment as Initial Disbursing
Agent became effective. As Initial Disbursing Agent, Mr. Thornton assumed the
roles and responsibilities performed by the former Board of Directors and
officers of the Company, including all measures which are necessary to complete
the administration of the reorganized debtors' Plan and Chapter 11 cases.

On March 15, 2006, Randolph I. Thornton appointed Robert E. T. Lackey,
Deborah L. Dompke, Carol Nemec, Susan Long, Mary Ann Bolster, Michael J. Salerno
and Kathy J. Smith authorized representatives of the Company. These individuals
derive their authority from Mr. Thornton as sole director and officer of the
Company and report directly to him. Approximately 20 former employees continue
to periodically assist the Company on a consulting basis.

Filing of Certificate of Dissolution

Pursuant to and in furtherance of the Order, the Company filed on August
12, 2004 a Certificate of Dissolution with the Secretary of State of the State
of Delaware to formally extinguish Comdisco Holding Company, Inc.'s corporate
existence with the State of Delaware except for the purpose of completing the
wind down contemplated by the Plan.

Sales of Assets

See Note 4 of Notes to Consolidated Financial Statements for information on
the sale of assets by the Company during the three-year period ended September
30, 2006. See section Narrative Description of Business (below), for a
discussion of the Company's principal business segments after emergence.

Discontinued Operations

The following operations for the reasons stated have been treated as
discontinued operations and the amounts in the financial statements and related
notes for all historical periods were restated to report such operations as
discontinued operations:

o As a result of certain asset sales, the Company's Australian, New
Zealand, Austrian, French and Swiss (collectively, "International
Leasing"), German ("German Leasing Subsidiary") and US Leasing
operations have been accounted for as discontinued operations.

o In addition, the assets of the discontinued Prism entities have been
liquidated and the proceeds realized from such liquidation were
distributed to creditors of Prism in accordance with the Plan and the
estates closed.

Narrative Description of Business

General

Since the Company emerged from Chapter 11 bankruptcy proceedings on August
12, 2002, the Company's business activities have been limited to the orderly
sale or run-off of all its existing asset portfolios. Pursuant to the Plan and
restrictions contained in its certificate of incorporation, the Company is
specifically prohibited from engaging in any business activities inconsistent
with its limited business purpose. Since emerging from bankruptcy, the Company
has not engaged in any new leasing or financing activities, except for
previously existing customer commitments and to restructure existing equipment
leases and loans to maximize the value of the Company's assets.

Principal Business Location

The Company's operations are primarily conducted through its principal
office in Rosemont, Illinois which occupies rented executive suites.

Former Business Segments

As a result of the substantial wind down of operations and the
consolidation of the management structure, the Company believes that business
segment results have become substantially irrelevant and, accordingly, the
Company has consolidated its business units and ceased to report independent
business segment results beginning with its quarterly report on Form 10-Q for
the quarter ended June 30, 2004. The timing of the consolidation coincided with
the consolidation of the management structure, and was due to the substantial
wind down of operations in each of the business segments.
7

The following is a narrative description of the US Leasing (which, for
financial reporting purposes, was classified as discontinued operations at
September 30, 2004), European IT Leasing, Ventures and CAM business segments,
for which the Company reported results from emergence until consolidation in the
third quarter of fiscal 2004. The Company's Availability Solutions business (the
former Continuity Services Business Segment) was sold to SunGard Data Systems,
Inc. on November 15, 2001.

US Leasing

Prior to the bankruptcy, the Company provided a variety of leasing products
and related services to its customers. These services included acquisition
management, expenditure tracking, asset tracking and reselling of third party
services.

The Company bought, sold, leased and remarketed technology equipment made
by most of the leading manufacturers. Specifically, the Company leased PCs,
point of sale, server, enterprise, network, telecommunications and other
equipment. The Company's strategy for the distributed systems market was to
provide financing, asset management, reconditioning services and software tools
to its customers. The Company offered a variety of leasing products to the
marketplace and often the leases were enhanced with service products for its
customers. The Company differentiated itself from competitors through a number
of service offerings tied into the assets on lease. For example, the Company's
asset management services included procurement, tracking, help desk and
break/fix services for the assets on lease.

See Note 4 of Notes to Consolidated Financial Statements for information
regarding the sale of US Leasing.

European IT Leasing

The European IT Leasing segment's operations, assets and business strategy
were substantially similar to those of the US Leasing segment. However, the
European IT Leasing segment offered a different variety of leasing products to
the marketplace than those of US Leasing. For example, the technology refresh
option product, offered primarily in Europe, involved long-term funding
commitments and allowed customers to reduce technology risk while maintaining a
predictable spending pattern.

See Note 4 of Notes to Consolidated Financial Statements for information
regarding the sale of certain European IT Leasing assets and subsidiaries.

Ventures

Prior to bankruptcy, the Ventures group structured financial relationships
specific to a company's needs and provided services specific to the company's
stage of development. The Ventures group served as a strategic financing source
to compliment venture capital and commercial banking relationships and provided
a means for leveraging the equity capital invested.

The Ventures group invested in various stages of companies from seed stage
to pre-IPO companies and offered financing products that included leasing,
subordinated debt, secured debt (e.g., lines of credit, working capital), bridge
loans, expansion loans, acquisition financing, landlord guarantees, and
convertible debt and equity.

The Ventures group provided financing to companies providing Internet
services, and in industries that included software and computer services,
communications and networking, hardware, semiconductors, biotechnology and
medical devices, and others.

See Note 11 of Notes to Consolidated Financial Statements for information
on the ongoing liquidation of the sole remaining assets of Comdisco Ventures
Fund A, LLC consisting of equity investments under management by Windspeed
Acquisition Fund GP, LLC.

The Corporate Asset Management ("CAM") Group

CAM group was established as a separate business unit pursuant to the Plan,
operating as a division of Comdisco, Inc. CAM group's business purpose was
limited to the orderly sale or run-off of all of the remaining assets not
otherwise being liquidated by other business segments.

See Note 4 of Notes to Consolidated Financial Statements for information
regarding the sales of assets formerly managed by CAM.

Customers and Competition

Due to the Company's limited business purpose, the Company does not expect
to be dependent upon a single customer or group of customers to generate future
investment or revenue opportunities. In addition, the Company's reorganization
plan specifically prohibits the Company from engaging in any business activities
inconsistent with its limited business purpose.
8

Employees

On September 30, 2006, the Company had seven U.S. employees (three
full-time and four part-time). No employees are represented by a labor union.
The Company anticipates further reductions in its workforce as the wind down
continues. Approximately 20 former employees continue to periodically assist the
Company on a consulting basis.

Other

The Company does not own any patents, trademarks, licenses, franchises or
concessions that it considers to be material to the Company's businesses.

The Company's businesses are not seasonal; however, quarter-to-quarter
results from operations can vary significantly.

Because of the nature of the Company's business, the Company is not
required to carry significant amounts of inventory either for delivery
requirements or to assure continuous availability of goods from suppliers.

Financial Information about Geographic Areas

See Note 17 of Notes to Consolidated Financial Statements, which is
incorporated in this section by reference, for information about foreign and
domestic operations.

ITEM 1A. RISK FACTORS

The following risk factors and other information included in this Annual
Report on Form 10-K should be carefully considered. The risks and uncertainties
described below are not the only ones the Company confronts. Additional risks
and uncertainties not presently known to it or that it currently deems
immaterial also may impair the Company's business operations and the
implementation of the Plan. If any of the following risks actually occurs, the
Company's business, financial condition, operating results and the
implementation of the Plan could be materially adversely affected.

Uncertainties Relating to the Bankruptcy Plan and the Limited Business
Plan

The Company has incurred and will continue to incur significant costs
associated with the administration of the estate of Comdisco, Inc. and in
completing the wind down of operations. The amount of these costs, which are
being expensed as incurred, are expected to have a significant adverse affect on
the results of operations and on the Company's cash position.

The Company's post-bankruptcy business plan is limited to an orderly
run-off or sale of its remaining assets. Pursuant to the Plan and restrictions
contained in its certificate of incorporation, the Company is specifically
prohibited from engaging in any business activities inconsistent with its
limited business plan. This business plan is based on numerous assumptions
including the anticipated future performance of the Company in running off its
operations, the time frame for the run-off, general business and economic
conditions, and other matters, many of which are beyond the control of the
Company and some of which may not materialize. As a result, the Company's
ability to effectively complete this business plan is inherently uncertain. In
addition, unanticipated events and circumstances occurring subsequent to the
date of this Annual Report may affect the actual financial results of the
Company's operations.

Uncertainties Relating to the Wind down of Operations

The Company has reduced the size and complexity of its organizational and
systems infrastructure concurrently with the monetization of its assets. The
success of the Company's continuing wind down of operations and implementation
of an Order entered by the Bankruptcy court authorizing the organizational
systems infrastructure wind down is dependent on numerous factors, including the
timing and amount of cash received from the monetization of its assets, the
resolution of the remaining Disputed Claims, the ability of the Disbursing Agent
to fulfill the positions of the previous Board of Directors and executive
officers and the ability of the Company to effectively consolidate its
management structure and maintain its operations with limited personnel.
9

Uncertainties in Collections and Recoveries

The Company believes that its collections on leases in default and
recoveries on accounts previously written off could provide future but
diminishing cash flows. The amount and timing of such collections and recoveries
are dependent upon many factors including the ability of the Company to recover
and liquidate any of its collateral, any offsets or counterclaims that may be
asserted against the Company and the ability of a lessee or debtor or its
respective estate to pay the claim or any portion thereof. Some of these factors
are beyond the control of the Company.

The Company's Liquidity is Dependent on a Number of Factors

The Payment of Dividends and Distributions

All funds generated from the Company's remaining asset portfolios are
required by the Plan to be used to satisfy liabilities of the Company and, to
the extent funds are available, to pay dividends on the Company's Common Stock
and to make distributions with respect to the CDR's in the manner and priorities
set forth in the Plan. The Company has material restrictions on its ability, and
does not expect or intend, to make any significant investments in new or
additional assets. Accordingly, the amount of funds potentially available to pay
dividends on the Company's Common Stock and to make distributions with respect
to the CDRs is limited to the funds (in excess of the Company's liabilities)
that may be generated from the remaining asset. In addition, the Company does
not have a significant number of remaining assets, and there is significant
uncertainty around the timing of monetization for the remaining assets.

Impact of Disallowance of Disputed Claims on the Company's Obligation To
Make Payments in Respect of Contingent Distribution Rights

Because the present value of distributions to certain former creditors of
Comdisco, Inc. has reached the 100% threshold level of percentage recovery
established pursuant to the Plan, holders of CDRs are entitled to receive
payments from the Company equal to 37% of each dollar available to be
distributed to Comdisco stakeholders in accordance with the Plan. All payments
by the Company in respect of CDRs are made from the Company's available
cash-on-hand and not from funds released from the Disputed Claims Reserve or
litigation trust. The Company expects to maintain cash reserves sufficient to
make any required payments on the CDRs. The Company's success in reducing the
Disputed Claims Reserve through disallowance of Disputed Claims could have a
significant negative impact on the cash available to be distributed to common
shareholders.

Impact of Reconsideration and/or Allowance of Newly Filed Claims, Late
Filed Claims or Previously Disallowed Claims

The reconsideration and/or allowance by the Bankruptcy court of newly filed
claims, late filed claims, or previously disallowed claims, in full or in part,
may negatively impact future distributions.

Market Conditions Have Made It Difficult and May Continue to Make it
Difficult for the Company To Timely Realize the Value of its Warrant and Equity
Securities (collectively, "Equity Securities")

Market conditions have adversely affected, and could adversely affect in
the future, the opportunities for the acquisition/merger of the
Internet-related, communications and other high technology and emerging growth
companies that make up the substantial majority of the Company's Equity
Securities. Additionally, the public market for high technology and other
emerging growth companies is extremely volatile. Such volatility has adversely
affected, and could continue to adversely affect, the ability of the Company to
realize value from its Equity Securities. Exacerbating these conditions is the
fact that some of the Equity Securities held by the Company are subject to
lockup agreements restricting its ability to sell until several months after an
initial public offering. Without an available liquidity event, the Company is
unable to sell its Equity Securities. As a result, the Company, or Windspeed on
behalf of the Company, may not be able to generate gains or receive proceeds
from the sale of Equity Securities and the Company's business and financial
results may suffer. Additionally, liquidation preferences may continue to be
offered by companies in the Company's portfolio to parties willing to lend to
such companies. The liquidation preferences have had, and could continue to
have, an adverse impact on the value of the Company's Equity Securities. For
those Equity Securities without a public trading market, the realizable value of
the Company's Equity Securities could prove to be lower than the carrying value
currently reflected in the financial statements.

The estimated fair market value of the Company's equity securities was
determined in consultation with Windspeed based on a variety of factors,
including, but not limited to, quoted trading levels for publicly-traded
securities, last round valuation for privately held securities, industry and
10

company multiples, industry acceptance in the market place, liquidity discounts
due to lock ups, estimated revenue, and customer, product and market share
growth by the respective companies in the portfolio. Substantially all of these
factors are outside the control of the Company and are subject to significant
volatility. There can be no assurance that the Company will be able to realize
the estimated fair market value. Furthermore, the current estimated fair market
value is subject to significant concentration risk, since as September 30, 2006
95 percent of the estimated fair market value of the entire portfolio is
concentrated in 15 individual companies and approximately 68 percent of the
estimated amount is in three individual companies.

Impact of Interest Rates and Foreign Exchanges Rates

Increases in interest rates would negatively impact the value of certain of
the Company's assets and a strengthening of the US dollar would negatively
impact the value of the Company's net foreign assets.

Limited Public Market for Common Stock

There is currently a limited public market for the Company's Common Stock.
Holders of the Company's Common Stock may, therefore, have difficulty selling
their Common Stock, should they decide to do so. In addition, there can be no
assurances that such markets will continue or that any shares of Common Stock
which may be purchased may be sold without incurring a loss. Any such market
price of the Common Stock may not necessarily bear any relationship to the
Company's book value, assets, past operating results, financial condition or any
other established criteria of value, and may not be indicative of the market
price for the Common Stock in the future. Further, the market price of the
Common Stock may be volatile depending on a number of factors, including the
status of the Company's business performance, its limited business purpose,
industry dynamics, news announcements or changes in general economic conditions.

The Company Faces a Number of Uncertainties Around the Settlement of
Domestic and International Tax Positions.

The Company continues to wind down its domestic and international
operations. Prior to a subsidiary being dissolved, the Company may have to
obtain tax clearances at the state level domestically and on an international
level in the country in which the subsidiary was incorporated. The Company has
estimated the amounts for such tax settlements; however, actual settlements
could differ from such estimates and will be reflected as adjustments in future
financial statements when probable and estimable. In conjunction with the wind
down of its operations, the Company has outsourced the domestic and
international tax functions to a third party service provider.

Limited Public Market for Contingent Distribution Rights

There is currently a limited public market for the Company's Contingent
Distribution Rights. Holders of the Company's Contingent Distribution Rights
may, therefore, have difficulty selling their Contingent Distribution Rights,
should they decide to do so. In addition, there can be no assurances that such
markets will continue or that any Contingent Distribution Rights which may be
purchased may be sold without incurring a loss. Any such market price of the
Contingent Distribution Rights may not necessarily bear any relationship to the
Company's book value, assets, past operating results, financial condition or any
other established criteria of value, and may not be indicative of the market
price for the Contingent Distribution Rights in the future. Further, the market
price of the Contingent Distribution Rights may be volatile depending on a
number of factors, including the status of the Company's business performance,
industry dynamics, news announcements or changes in general economic conditions.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

The only remaining property owned by the Company is an 11,500 square foot
day care facility adjacent to its former headquarters. The day care facility has
an estimated fair market value of less than $500,000 as of the date of this
filing. It is offered for sale by the Company.

Leased Properties

Since October 31, 2004, the Company has leased short-term furnished
executive office space for all of its operations at 5600 N. River Road in
Rosemont, Illinois. The terms of its rental agreement provide the Company with
the ability to match its actual leased space with its declining space
requirements.

ITEM 3. LEGAL PROCEEDINGS

Bankruptcy Proceeding

The Company continues to appear before the Bankruptcy court from time to
time for the purposes of: clarification and administration of Plan matters and
the administration of the Disputed Claims Reserve, the claims resolution
process, and the wind down of the operations of the Company.
11

Securities Litigation

On July 14, 2005, the judge entered an Order and Final Settlement approving
the settlement reached by the parties after mediation in the previously reported
class action captioned In re: Comdisco Securities Litigation, No. 01-C-2110.
There were no objections to the settlement and fewer than 50 potential class
members opted out. Funds for the settlement were provided by the former
Comdisco, Inc.'s directors and officers insurance policy carriers. Other than
monitoring, the case and the settlement have no impact on the Company. On June
7, 2006, the Company's former employee retirement plan received funds from the
settlement in the amount of $199,258. Please see Recent Developments for more
information.

SIP Joinder Action

On January 27, 2006, certain of the SIP claimants filed a joint action in
the Circuit Court of Cook County, Illinois, County Department, Law Division,
Case Number 2006L001006 and captioned Bryant Collins, et al v. Nicholas
Pontikes, et al against certain directors of the former Comdisco, Inc. On March
17, 2006, one of the defendants, JP Morgan Chase Bank N. A., removed the matter
to the US District Court for the Northern District of Illinois. On April 12,
2006, the SIP claimants filed a motion to remand the matter back to the Circuit
Court of Cook County, Illinois. On July 19, 2006, the judge granted the request
for remand. The defendants filed a motion to dismiss the suit on December 5,
2006. A hearing is anticipated in early 2007. The matter has been referred to
the former Comdisco, Inc.'s directors and officers insurance policy carriers.
The Company may owe a duty of indemnification to some of the defendant
directors.

Litigation Trust Termination Motion

On March 16, 2006, a motion was filed in the Bankruptcy court for the
Northern District of Illinois on behalf of certain SIP Participants who had
filed proofs of claim in the Comdisco, Inc. bankruptcy ("SIP Claimants"). The
motion sought an order from the Bankruptcy court terminating the litigation
trust. On July 20, 2006, the judge denied the motion of the SIP Claimants. On
August 18, 2006, the SIP Claimants appealed the Bankruptcy judge's denial of
their motion. The parties are briefing the matter. A ruling is anticipated
during February 2007.

Wells Fargo Claim

On May 30, 2006, the US District judge reversed the Bankruptcy court
judgment denying the claim of Wells Fargo Finance and Leasing, Inc. ("Wells
Fargo") and remanded the matter back to Bankruptcy court for further
proceedings. On July 15, 2006, Wells Fargo filed a motion for a hearing on its
claim and to require that the Disputed Claims Reserve be maintained by the
Company. The Company and Wells Fargo mediated the claim on October 17, 2006. A
settlement was reached by the parties. On November 9, 2006, the Bankruptcy court
approved the settlement and an allowed claim in favor of Wells Fargo in the
amount of approximately $6 million. Funds related to the allowed claim were
disbursed from the Disputed Claims Reserve on November 15, 2006.

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

There were no matters submitted to a vote of security holders during the
three months ended September 30, 2006.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

In connection with the September 30, 2002 initial distribution under the
Plan, the Company issued approximately 3.74 million shares of Common Stock to
holders of Allowed Claims in Class C-4. Also, approximately 460,000 additional
shares of Common Stock were deposited in the Disputed Claims Reserve for future
distribution pending the outcome of Disputed Claims (approximately 40,000 shares
remain in the Disputed Claims Reserve as of December 1, 2006). The Company's
Common Stock currently trades on the Over-the-Counter Bulletin Board system
under the symbol "CDCO.OB". In addition, the Contingent Distribution Rights
currently trade on the Over-the-Counter Bulletin Board system under the symbol
"CDCOR.OB". Over-the-Counter Bulletin Board quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.

The Plan authorizes, but does not require, the issuance of additional
shares of the Company's Common Stock to make distributions to holders of CDRs.
The Company has chosen to distribute cash to holders of CDRs in lieu of shares
of Common Stock (see discussion following for distributions made to holders of
CDRs). More information on distributions to holders of CDRs can be found in a
Registration Statement on Form 8-A filed by the Company on August 12, 2002 with
the SEC and in the section Contingent Distribution Rights in Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

Common Stock

As of December 1, 2006, there were 203 shareholders of record of the
Company's Common Stock. The following table sets forth the dividend adjusted
high and low sales prices for the Common Stock of Comdisco Holding Company, Inc.
and cash dividends paid during fiscal 2006 and 2005.

2006 2005
----------------------------- -----------------------------
QUARTER High Low Dividends High Low Dividends
- ------- ------ ------ --------- ------- ------ ---------
First $14.57 $12.64 $ -- $ 16.44 $11.85 $ --
Second 16.61 14.02 5.00 18.25 12.78 13.00
Third 17.24 14.03 -- 18.50 16.00 --
Fourth 18.90 15.27 -- 18.50 16.25 --
- -------------------------------------------------------------------------------

The Company's transfer agent and registrar is Mellon Investor Services,
L.L.C., 480 Washington Boulevard Jersey City, New Jersey, 07310. The shareholder
relations telephone number is (800) 851-9677 and the internet address is
http://www.melloninvestor.com.

The Company intends to treat the dividend distributions for federal income
tax purposes as part of a series of liquidating distributions in complete
liquidation of the Company. Aggregate total dividend distributions on the
Company's Common Stock were as follows (in millions):

Aggregate
Payment
---------
May 2003 .................. $ 308
June 2003 ................. 60
September 2003 ............ 200
December 2003 ............. 50
May 2004 .................. 49
March 2005 ................ 53
January 2006............... 20
---------
$ 740
=========

On November 17, 2006, the Company announced a dividend of $6.39 per share
on the outstanding shares of its Common Stock, payable on December 12, 2006 to
common stockholders of record on December 1, 2006. With this distribution the
Company will have achieved a present value recovery to general unsecured
creditors of 100% as defined in the Plan.

Contingent Distribution Rights

For financial reporting purposes, the Company records CDRs as a liability
and as an operating expense although the CDRs trade over-the-counter.

The Plan entitles holders of CDRs to share at increasing percentages in the
proceeds realized from the Company's assets based upon the present value of
distributions made to the general unsecured creditors in the bankruptcy estate
of Comdisco, Inc. As of December 1, 2006, there were 2,164 holders of record of
the Company's CDRs and there were 152,272,188 outstanding CDRs.

The Company maintains sufficient cash reserves for operations and the
potential CDR liability associated with the eventual allowance or disallowance
of the remaining Disputed Claims. The outcome and the timing of the resolution
of the remaining Disputed Claims will impact both the timing and the amount of
future dividends and CDR payments.

Aggregate total distributions with respect to the CDRs were as follows (in
millions):

Aggregate Per
Payment CDR
--------- -------
May 2003 .................. $ 3 $.01793
June 2003 ................. 2 .01621
September 2003 ............ 13 .08780
December 2003 ............. 8 .05140
March 2004 ................ 3 .01870
May 2004 .................. 12 .07810
December 2004 ............. 15 .09820
March 2005 ................ 22 .14560
January 2006 .............. 6 .03650
March 2006................. 4 .02470
--------- -------
Total CDR payments $ 88 $.57514
========= =======

On November 17, 2006, the Company announced a cash payment of $.045 per
right on the CDR's, payable on December 12, 2006 to CDR holders of record on
December 1, 2006.
13

See Critical Accounting Policies and Contingent Distribution Rights in Item
7, Management's Discussion and Analysis of Financial Condition and Results of
Operations for information on the CDR liability and the impact of the resolution
of Disputed Claims on the operations of the Company.

Recent Sales of Unregistered Securities

None.

Repurchases of Common Stock

There were no repurchases of Common Stock in the fourth quarter of fiscal
2006. The Company does not regularly repurchase shares nor does the Company have
a share repurchase plan.

ITEM 6. SELECTED FINANCIAL DATA

Upon its emergence from bankruptcy on August 12, 2002, the Company adopted
fresh-start reporting in accordance with Statement of Position 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7")
effective as of July 31, 2002 for financial reporting purposes. SOP 90-7
requires the Company to allocate the reorganization value of the reorganized
Company to its assets, and to state liabilities existing at the Plan
confirmation date at present values of amounts to be paid determined at
appropriate current interest rates. As a result, the adjustments made in
accordance with SOP 90-7 have materially impacted the financial statements of
the Company.

For financial reporting purposes only, the "effective date" of the
emergence from bankruptcy was selected as the close of business on July 31,
2002. Accordingly, the effects of the adjustments on the reported amounts of
individual assets and liabilities resulting from the adoption of fresh-start
reporting are reflected in the Company's financial statements as of July 31,
2002. As a result of the reorganization and the recording of the restructuring
transaction and the implementation of fresh-start reporting pursuant to SOP
90-7, the Company's results of operations after July 31, 2002 are not comparable
to results reported in prior periods for Comdisco, Inc.

Under fresh-start reporting, the final consolidated balance sheet as of
July 31, 2002 became the opening consolidated balance sheet of the reorganized
Company. Since fresh-start reporting has been reflected in the accompanying
consolidated balance sheets as of September 30, 2006, 2005, 2004 and 2003, the
consolidated balance sheets as of those dates are not comparable in certain
material respects to any such balance sheet for any period prior to July 31,
2002. In addition, Comdisco, Inc.'s results of operations prior to July 31, 2002
are not comparable to the Company's results of operations after its emergence
from bankruptcy due to the adoption of fresh-start reporting.

A black line has been drawn on the accompanying consolidated financial
statements to distinguish between Comdisco Holding Company, Inc. (occasionally
referred to herein as the "Successor company") and Comdisco, Inc. (occasionally
referred to herein as the "Predecessor company").

The selected consolidated financial data of the Company for the years ended
September 30, 2006, 2005, 2004 and 2003, the two months from August 1, 2002 to
September 30, 2002 and for Comdisco, Inc. for the ten months from October 1,
2001 to July 31, 2002, has been derived from the Company's and/or Comdisco,
Inc.'s audited consolidated financial statements. This information should be
read in conjunction with the consolidated financial statements and the related
notes thereto appearing elsewhere in this Report and in conjunction with Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

Certain reclassifications have been made to the prior period financial
statements to conform to the presentation used in the September 30, 2006
consolidated financial statements.

Consolidated summary of earnings (losses) |
Revenue |
Leasing .................................... $ -- $ 1 $ 17 $ 135 $ 44 |$ 484
Sales ...................................... -- 3 43 91 1 | 164
Technology services ........................ -- -- 1 15 3 | 37
Gain on sale of warrant & equity holdings .. 20 17 10 2 -- | 16
Sale of Properties ......................... -- -- 5 20 -- | --
Agere lease participation payment .......... -- 2 25 -- -- | --
Foreign Exchange Gain ...................... 3 -- -- 22 -- | 13
SIP Recovery ............................... -- 6 -- -- -- | --
Other ...................................... 5 8 7 18 11 | 31
---------- ----------- ---------- ----------- ----------- |-----------
Total revenue ......................... 28 37 108 303 59 | 745
|
|
Costs and expenses |
Leasing .................................... -- -- 8 109 46 | 368
Sales ...................................... -- 3 34 80 3 | 189
Technology services ........................ -- -- 1 8 5 | 27
Selling, general and administrative ........ 9 16 31 77 10 | 85
Contingent distribution rights ............. 7 13 49 52 10 | --
Write-down of equity securities ............ -- 1 2 25 3 | 70
Bad debt expense (income)................... (3) (6) (12) (92) 3 | 115
Interest ................................... -- -- 1 25 12 | 16
Reorganization items ....................... -- -- -- -- -- | 439
Fresh-start accounting adjustments ......... -- -- -- -- -- | 369
---------- ----------- ---------- ----------- ----------- |-----------
Total costs and expenses .............. 13 27 114 284 92 | 1,678
|
Earnings (loss) from continuing operations |
before income taxes (benefit), |
extraordinary gain and cumulative effect of |
change in accounting principle .............. 15 10 (6) 19 (33) | (933)
Income taxes (benefit) ....................... -- (16) (42) (1) 2 | 48
---------- ----------- ---------- ----------- ----------- |-----------
Earnings (loss) from continuing operations |
before extraordinary gain and cumulative |
effect of change in accounting principle .... 15 26 36 20 ( 35) | (981)
Earnings (loss) from discontinued operations, |
net of income tax ........................... -- 3 (13) 80 18 | 287
Extraordinary gain ........................... -- -- -- -- 241 | 153
---------- ----------- ---------- ----------- ----------- |-----------
Net earnings (loss) to common stockholders . $ 15 $ 29 $ 23 $ 100 $ 224 |$ (541)
========== =========== ========== =========== =========== |===========
Per common share data: |
Earnings (loss) from continuing |
operations-diluted .......................... $ 3.62 $ 6.33 $ 8.61 $ 4.80 $ (8.28) |$ (6.52)
Earnings (loss) from discontinued |
operations-diluted .......................... -- 0.73 (3.21) 19.11 4.27 | 1.91
Earnings from extraordinary gain-diluted ..... -- -- -- -- 57.38 | 1.02
---------- ----------- ---------- ----------- ----------- |-----------
Net earnings (loss) to common |
stockholders-diluted ...................... $ 3.62 $ 7.06 $ 5.40 $ 23.91 $ 53.37 |$ (3.59)
========== =========== ========== =========== =========== |===========
|
Cash dividends paid on common stock (per |
share) ...................................... $ 5.00 $ 13.00 $ 23.50 $ 135.23 $ -- |$ --
Average common shares (in thousands)-diluted . 4,031 4,067 4,197 4,199 4,200 | 150,559
|
Financial position: |
Total assets (1) ............................. $ 110 $ 125 $ 199 $ 373 $ 2,341 |$ 2,291
Notes payable ................................ -- -- -- -- 1,050 | 1,050
Total long-term debt ......................... -- -- -- -- 1,113 | 1,123
Discounted lease rentals ..................... -- -- -- -- 262 | 304
Stockholders' equity ......................... 64 73 103 182 641 | 413
Other data: |
Total rents of new leases .................... -- -- -- 6 69 | 241
Future leasing contractual cash flows ........ $ -- $ -- $ 12 $ 148 $ 1,798 |$ N/A

(1) Total cash at September 30, 2006 and 2005 was $102 million and $108 million, respectively.

15
<page>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and related notes included elsewhere in
this Annual Report on Form 10-K for the fiscal year ended September 30, 2006.
This discussion and analysis also contains forward-looking statements and should
also be read in conjunction with the disclosures and information contained in
the sections of this Annual Report on Form 10-K entitled "Disclosure Regarding
Forward-Looking Statements" and "Risk Factors Relating to the Company."

- --------------------------------------------------------------------------------
THE COMPANY EMERGED FROM CHAPTER 11 BANKRUPTCY PROCEEDINGS ON AUGUST 12, 2002.
THE PURPOSE OF THE COMPANY IS TO SELL, COLLECT OR OTHERWISE REDUCE TO MONEY IN
AN ORDERLY MANNER THE REMAINING ASSETS OF THE CORPORATION. PURSUANT TO THE
COMPANY'S PLAN AND RESTRICTIONS CONTAINED IN THE COMPANY'S CERTIFICATE OF
INCORPORATION, THE COMPANY IS SPECIFICALLY PROHIBITED FROM ENGAGING IN ANY
BUSINESS ACTIVITIES INCONSISTENT WITH ITS LIMITED BUSINESS PURPOSE. ACCORDINGLY,
WITHIN THE NEXT FEW YEARS, IT IS ANTICIPATED THAT THE COMPANY WILL HAVE REDUCED
ALL OF ITS ASSETS TO CASH AND MADE DISTRIBUTIONS OF ALL AVAILABLE CASH TO
HOLDERS OF ITS COMMON STOCK AND CONTINGENT DISTRIBUTION RIGHTS IN THE MANNER AND
PRIORITIES SET FORTH IN THE PLAN. AT THAT POINT, THE COMPANY WILL CEASE
OPERATIONS AND NO FURTHER DISTRIBUTIONS WILL BE MADE. THE COMPANY FILED ON
AUGUST 12, 2004 A CERTIFICATE OF DISSOLUTION WITH THE SECRETARY OF STATE OF THE
STATE OF DELAWARE TO FORMALLY EXTINGUISH COMDISCO HOLDING COMPANY, INC.'S
CORPORATE EXISTENCE WITH THE STATE OF DELAWARE EXCEPT FOR THE PURPOSE OF
COMPLETING THE WIND DOWN CONTEMPLATED BY THE PLAN.

AS A RESULT OF THE REORGANIZATION AND THE IMPLEMENTATION OF FRESH-START
REPORTING, AS FURTHER DESCRIBED HEREIN, THE COMPANY'S RESULTS OF OPERATIONS
AFTER JULY 31, 2002 ARE NOT COMPARABLE TO RESULTS REPORTED IN PRIOR PERIODS FOR
COMDISCO, INC.
- --------------------------------------------------------------------------------

General

The Company's operations have slowed considerably during fiscal 2006. The
Company's periodic billing continued to slow down and assets at September 30,
2006 consist primarily of cash, tax receivables, and equity securities. The
timing on collections on the tax receivables and equity securities is uncertain.
In certain cases, tax receivables will not be processed until a tax audit is
conducted. Also, the equity securities portfolio is awaiting liquidity events
before these assets can be converted to cash. The Company expects that proceeds
from the disposition of equity securities will provide future cash flows in
excess of the current carrying value of these assets. In addition, the Company
has a number of leases in default whereby collection efforts are underway to
support a recovery on the account. Receipts on these leases, if any, will be in
excess of the carrying value of these assets because the leases were previously
written-off.

Equity Securities: The Company carries its common stock and preferred stock
investments in public companies at fair market value and in private companies at
the lower of cost or estimated fair market value in its financial statements.
Any warrants held by the Company in private companies are carried at zero value
(collectively "Equity Investments"). Any write-downs in the carrying value of
such Equity Investments in private companies are considered permanent for
financial reporting purposes. See Note 11 of Notes to Consolidated Financial
Statements and "Critical Accounting Policies". It is management's expectation
that the amount ultimately realized on Equity Investments will, in the
aggregate, exceed the amount reflected in the financial statements as of
September 30, 2006. The Company estimates that the realizable value, net of fees
and sharing with Windspeed (see discussion below), at September 30, 2006 for its
common stock, preferred stock and warrants in private companies is approximately
$20 million. The Company's estimate was made in consultation with Windspeed
Acquisition Fund GP, LLC ("Windspeed"), a professional management group which
the Company engaged to manage the Company's Equity Investments on an ongoing
basis in February 2004. As reported on Form 8-K filed by the company on April
11, 2006, the management agreement was extended for an additional two years, to
February 20, 2009. However, there is no assurance as to the timing or the amount
the Company will ultimately realize on the Equity Investments. Management's
expectations are subject to the risk factors discussed in Item 1A. Risk Factors,
particlarly the risk factor entitled "Market Conditions Have Made It Difficult
and May Continue to Make It Difficult for the Company to Timely Realize on the
Value of Its Warrant and Equity Securities."

Collections and recoveries: The Company has potential collections on
accounts that are in default and recoveries on accounts previously written off.
A substantial number of such recoveries involve prior lessees or debtors now in
bankruptcy and in whose respective case the Company has filed and is pursuing a
claim to maximize its recovery. The Company's cost basis in these accounts is
nominal. The amount and timing of such collections and recoveries, if any, are
subject to the risk factors discussed in Item 1A. Risk Factors, particularly the
risk entitled "Uncertainties in Collections and Recoveries."

The Company has significantly reduced the number of its domestic and
international subsidiaries from ninety-four to seven as of December 1, 2006. To
the extent that such subsidiaries were Reorganized Debtors, the Company has
closed the related estates.

16
<page>
Change in Governance

Consolidation of Business Units

The Company consolidated its business units and ceased to report
independent business segment results beginning with its quarterly report on Form
10-Q for the quarter ended June 30, 2004. The timing of the consolidation
coincided with the consolidation of the management structure, and was due to the
substantial wind down of operations in each of the business segments.

Disputed Claims relating to the Comdisco, Inc. Bankruptcy estate

Since emerging from bankruptcy proceedings on August 12, 2002, the Company
has focused on the resolution of Disputed Claims. Upon emergence, and pursuant
to the Plan, the Company established a Disputed Claims Reserve for Disputed
Claims estimated in the amount of $450 million. See Item 1. Business--"General
Development of Business" for a discussion of Disputed Claims, the Disputed
Claims Reserve and the resolution process. Since emergence, the number of
Disputed Claims has decreased from approximately 619 Disputed Claims to
approximately 53 Disputed Claims and the estimated Disputed Claims amount has
decreased from $450 million to $37 million at December 1, 2006. The reduction
from $43 million as of September 30, 2006 to $37 million is a result of an
allowed claim in favor of Wells Fargo in the amount of approximately $6 million.
Funds related to the allowed claim were disbursed from the Disputed Claim
Reserve on November 15, 2006. See Recent Developments for more information on
Wells Fargo.

Trust Assets and SIP Litigation

In accordance with the Plan, the Company collected from 23 of the 26 SIP
Participants who agreed to settle with the Company. Two of the three remaining
SIP Participants were transferred to the litigation trust because they did not
fulfill their obligation under the terms of the agreement. The Company is still
pursuing the collection of one European participant who accepted the SIP Relief.
The European participant's SIP obligation was assumed by his employer. Comdisco
is in discussions with the employer regarding the method of payment.

The litigation trust is solely responsible for collecting from, and has
filed suit against, all SIP Participants who did not accept relief. Any
judgments against the SIP Participants, net of fees, are considered Trust Assets
as defined in the Plan, and will be distributed by the litigation trust in
accordance with the Plan. The litigation trust files periodic reports with the
Bankruptcy court. These reports provide more information on the litigation.

Contingent distribution rights (CDR) holders will earn an amount resulting
from any distributions from the net proceeds of Trust Assets to Class C-4
holders. The litigation trust is solely responsible for distributing the net
proceeds from Trust Assets, while Comdisco Holding Company, Inc. is solely
responsible for making CDR payments.

Corporate History

On July 16, 2001, Comdisco, Inc. and 50 of its domestic subsidiaries
voluntarily filed for bankruptcy. Prior to the bankruptcy, Comdisco, Inc.
provided technology services worldwide to help its customers maximize technology
functionality, predictability and availability, while freeing them from the
complexity of managing their technology. Comdisco, Inc. leased information
technology equipment to a variety of industries and more specialized equipment
to key vertical industries, including semiconductor manufacturing and electronic
17
<page>
assembly, healthcare, telecommunications, pharmaceutical, biotechnology and
manufacturing. Through its Ventures group, Comdisco, Inc. provided equipment
leasing and other financing and services to venture capital-backed companies.

Emergence from Bankruptcy

Comdisco Holding Company, Inc., as the successor company to Comdisco, Inc.,
emerged from bankruptcy under a confirmed plan of reorganization that was
effective on August 12, 2002. In accordance with the Plan and for SEC reporting
purposes, Comdisco Holding became the successor to Comdisco, Inc. In addition,
the Company's operations were reorganized into four reportable business groups:
US Leasing; European IT Leasing; the Corporate Asset Management group ("CAM");
and Ventures. The Company ceased reporting them as four reportable business
groups as of June 30, 2004. See Item 1, Business, above, for more details about
the Company's business operations.

Since the Company emerged from Chapter 11 bankruptcy proceedings on August
12, 2002, the Company's business activities have been limited to the orderly
sale or run-off of all of its existing asset portfolios. Pursuant to the Plan
and restrictions contained in its certificate of incorporation, the Company is
specifically prohibited from engaging in any business activities inconsistent
with its limited business purpose. Since emerging from bankruptcy, the Company
has not engaged in any new leasing or financing activities, except for
previously existing customer commitments and to restructure existing equipment
leases and loans to maximize the value of the Company's assets.

All funds generated from the Company's remaining asset portfolios are
required by the Plan to be used to satisfy liabilities of the Company and, to
the extent funds are available, to pay dividends on the Company's Common Stock
and to make distributions with respect to the CDRs in the manner and priorities
set forth in the Plan. Dividends paid on Common Stock and payments to CDR
holders were $20 million and $10 million, respectively, in the fiscal year ended
September 30, 2006. Because of the composition and nature of its asset
portfolios, the Company expects to generate funds from the sale or run-off of
its asset portfolios at a decreasing rate over time.

The Company maintains sufficient cash reserves for the potential CDR
liability associated with the eventual allowance or disallowance of the
remaining Disputed Claims. The outcome and the timing of the resolution of the
remaining Disputed Claims will impact both the timing and the amount of future
dividends and CDR payments. See this Item 7 below for Critical Accounting
Policies and Item 1A. Risk Factors for a discussion of the impact of Disputed
Claims on the distributions.

The Company has material restrictions on its ability, and does not expect,
to make significant investments in new or additional assets. The Company
continually evaluates opportunities for the orderly sale and run-off of its
remaining assets. Accordingly, within the next few years, it is anticipated that
the Company will have reduced all of its assets to cash, substantially or
completely resolved the Disputed Claims in the bankruptcy estate of Comdisco,
Inc. and made distributions of all available cash to holders of its Common Stock
and CDRs in the manner and priorities set forth in the Plan. At that point, the
Company will cease operations and no further distributions will be made.

Critical Accounting Policies

The Company's consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of these financial statements requires the Company to use estimates
and assumptions that affect reported amounts of assets and liabilities, revenues
and expenses and disclosure of contingent assets and liabilities. These
estimates are subject to known and unknown risks, uncertainties and other
factors that could materially impact the amounts reported and disclosed in the
consolidated financial statements.

The SEC issued Financial Reporting Release No. 60, "Cautionary Advice
Regarding Disclosure About Critical Accounting Policies" which recommends that
companies provide additional disclosure and analysis of those accounting
policies considered most critical.

The Company believes the following to be among the most critical judgment
areas in the application of its accounting policies:

o CDRs and CDR Liability: The Plan entitles holders of Comdisco
Holding's CDRs to share at increasing percentages in the proceeds
realized from the Company's assets based upon the present value of
distributions made to the general unsecured creditors in the
bankruptcy estate of Comdisco, Inc.

Management has adopted a methodology for estimating the amount due to
CDR holders following the provisions of Statement of Financial and
Accounting Standards No. 5, Accounting For Contingencies ("SFAS No.
5"). Under SFAS No. 5, a liability must be booked that is probable and
reasonably estimatable as of the balance sheet date.

orderly sale or run-off of Comdisco Holding's assets and the
resolution of Disputed Claims still pending in the bankruptcy estate
of Comdisco, Inc. The amount does not reflect any potential recoveries
and distributions by the litigation trustee to the general unsecured
creditors. Such additional recoveries and distributions, if any, are
neither probable nor reasonably estimable at this time.

The Company is not able to definitively estimate either the ultimate
value to be received for the remaining assets or the final resolution
of the remaining Disputed Claims. Accordingly, the Company does not
forecast these outcomes in calculating the liability. Instead, the
liability calculation uses the Company's book equity value as the
basis for remaining asset value, reduced for estimated operating
expenses and increased for the estimated fair market value of the
remaining property held for sale. During the fiscal year ending
September 30, 2006, the Company continues to forecast its operating
expenses to allow for projected costs related to the ongoing SIP claim
litigation and the projected duration of the ongoing liquidations of
the Company's remaining assets.

In addition, the liability for CDRs is calculated assuming Disputed
Claims are either: 1) allowed at the amount estimated for the Disputed
Claim, or; 2) allowed at an approved amount where a settlement
agreement or Bankruptcy court order exists ("Approved Claims"). Any
estimates exceeding the Approved Claims would be considered disallowed
for purposes of the CDR liability. The amounts due to CDR holders will
be greater to the extent that Disputed Claims are disallowed. The
disallowance of a Disputed Claim results in a distribution from the
Disputed Claims Reserve to previously allowed creditors that is
entirely in excess of the minimum percentage recovery threshold, above
which recoveries to general unsecured creditors are shared with CDR
holders. In contrast, the allowance of a Disputed Claim results in a
distribution to a newly allowed creditor that is only partially in
excess of the minimum percentage recovery threshold.

Estimated Disputed Claims consisted of $37 million as of December 1,
2006. The Disputed Claim Reserve consisted of $39 million in cash and
approximately 40,000 shares of Common Stock. $35 million of the $37
million remaining estimated Disputed Claims have been disallowed
in full or in part by the Company either through a settlement with
certain parties, or the issuance of a Bankruptcy court order, leaving
approximately $2 million unresolved at the date of this filing. These
$2 million in estimated Disputed Claims have been considered allowed
for purposes of the CDR liability. If the $2 million is ultimately
ruled as disallowed, the CDR liability would increase by approximately
$1 million.

Approximately $35 million of the $37 million disallowed estimated
Disputed Claims are either under appeal as of the date of this
filing or held by Bankruptcy court order pending resolution of other
matters. Any adverse appellate ruling may materially reduce the CDR
liability as of September 30, 2006 and could negatively impact future
CDR distributions. If the $35 million is ultimately ruled as allowed,
the CDR liability would be reduced by approximately $16 million.
See Recent Developments for an update on pending appeals of certain
claim denials.

o Equity Investments In Private Companies: Equity investments in
private companies consist primarily of small investments in
approximately one hundred private companies that are non-quoted
securities. The Company carries its common stock and preferred stock
investments in private companies at the lower of cost or estimated
fair market value in the financial statements. Warrants in non-public
companies are carried at zero value. The Company, in consultation with
Windspeed, who provides ongoing management of the Equity Investment
Portfolio, regularly estimates the value of investments in private
companies and adjusts carrying value when market and customer specific
events and circumstances indicate that such assets might be impaired.
All write-downs are considered permanent impairments for financial
reporting purposes. The carrying value of the Company's equity
investments in private companies was approximately $3 million at
September 30, 2006.
19

o Income Taxes: The Company uses the asset and liability method to
account for income taxes. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. The
measurement of deferred tax assets is reduced, if necessary, by a
valuation allowance for any tax benefits of which future realization
is not more likely than not. The Company formerly operates within
multiple taxing jurisdictions and is subject to audit in these
jurisdictions. In management's opinion, adequate provisions for
income taxes have been made for taxes estimated to be payable in all
jurisdictions. The accrued tax liabilities resulting from tax
expense recorded in previous periods have been evaluated by management
in accordance with FASB No. 5, "Accounting for Contingencies."
Accordingly, the ultimate amount paid may be more or less than the
accrued tax liabilities recorded within the financial statements.

o Allowance for Doubtful Accounts: The Company had maintained an
allowance for doubtful accounts. In 2006, the Company wrote-off all
receivables (except for nominal ongoing billings) and all allowance
for doubtful accounts, recognizing the inability to collect on the
items.

The above listing is not intended to be a comprehensive list of all the
Company's accounting policies. Please refer to the Company's consolidated
financial statements and notes thereto which contain the Company's significant
accounting policies and other disclosures required by accounting principles
generally accepted in the United States of America.

Basis of Presentation

In this annual report on Form 10-K, references to "the Company," "Comdisco
Holding," "we," "us" and "our" mean Comdisco Holding Company, Inc., its
consolidated subsidiaries, including the former Comdisco Global Holding Company,
Inc. (dissolved September 27, 2004), Comdisco, Inc., the former Comdisco
Domestic Holding Company, Inc. and Comdisco Ventures, Inc. (renamed to Comdisco
Ventures Fund A LLC), and its predecessors, except in each case where the
context indicates otherwise. References to "Comdisco, Inc." mean Comdisco, Inc.
and its subsidiaries, other than the Prism entities, prior to the Company's
emergence from bankruptcy on August 12, 2002, except where the context indicates
otherwise.

Certain reclassifications, including those for discontinued operations,
have been made in the 2005 fiscal year financial statements to conform to the
2006 fiscal year presentation. In accordance with recent SEC guidance, the
statements of cash flows have been revised to reconcile net cash provided
(used) by operating activities to net earnings, instead of earnings from
continuing operations.

Recent Developments

SIP Joinder Action

On January 27, 2006, certain of the SIP claimants filed a joint action in
the Circuit Court of Cook County, Illinois, County Department, Law Division,
Case Number 2006L001006 and captioned Bryant Collins, et al v. Nicholas
Pontikes, et al against certain directors of the former Comdisco, Inc. On March
17, 2006, one of the defendants, JP Morgan Chase Bank N. A., removed the matter
to the US District Court for the Northern District of Illinois. On April 12,
2006, the SIP claimants filed a motion to remand the matter back to the Circuit
Court of Cook County, Illinois. On July 19, 2006, the judge granted the request
for remand. The defendants filed a motion to Dismiss the suit on December 5,
2006. A hearing is anticipated in early 2007. The matter has been referred to
the former Comdisco, Inc.'s directors and officers insurance policy carriers.
The Company may owe a duty of indemnification to some of the defendant
directors.

Litigation Trust Termination Motion

On March 16, 2006, a Motion was filed in the Bankruptcy Court for the
Northern District of Illinois on behalf of certain SIP Participants who had
filed proofs of claim in the Comdisco, Inc. bankruptcy ("SIP Claimants"). The
motion sought an order from the Bankruptcy court terminating the Litigation
Trust. On July 20, 2006, the judge denied the motion of the SIP Claimants. On
August 18, 2006, the SIP Claimants appealed the Bankruptcy judge's denial of
their motion. The parties are briefing the matter. A ruling is anticipated by
February 2007.
20

Wells Fargo Claim

On May 30, 2006, the US District judge reversed the Bankruptcy court
judgment denying the claim of Wells Fargo Finance and Leasing, Inc. ("Wells
Fargo") and remanded the matter back to Bankruptcy court for further
proceedings. On July 15, 2006, Wells Fargo filed a motion for a hearing on its
claim and to require that the Disputed Claims Reserve be maintained by the
Company. The Company and Wells Fargo mediated the claim on October 17, 2006. A
settlement was reached by the parties. On November 9, 2006, the bankruptcy court
approved the settlement and an allowed claim in favor of Wells Fargo in the
amount of approximately $6 million. Funds related to the allowed claim were
disbursed from the Disputed Claims Reserve on November 15, 2006.

Comdisco Retirement Plan Settlement

On June 7, 2006, the Comdisco Retirement Plan received proceeds of $199,258
in settlement from the Comdisco Securities Litigation (In Re: Comdisco
Securities Litigation, Docket No. 01C2110). The settlement proceeds are not part
of the consolidated financial statements of the Company. The settlement affects
the rights of members of the Settlement Class as defined by the Stipulation and
as provisionally certified by the Court on May 5, 2005 (the "Preliminary
Approval Order"). The Settlement Class consists of all persons or entities who
purchased Comdisco, Inc. common stock during the period beginning November 3,
1999 through and including October 3, 2000 (the "Settlement Class Period").

Excluded from the Settlement Class are the defendants, persons serving as
officers and directors of Comdisco, Inc. during the Settlement Class Period,
members of their families, and their legal representatives, heirs, successors or
assigns, and/or any entity in which any defendant has a controlling interest,
and the legal representatives, heirs, successors, predecessors in interest,
affiliates or assigns of any defendant. Also excluded from the Settlement Class
is any person or entity who or which requested exclusion from the Settlement
Class in writing in accordance with the procedures established by the court.

On November 6, 2006, the Company began notifying eligible Comdisco
Retirement Plan participants of the distribution and steps needed to be taken by
them.

Dividend and CDR Payment

On November 17, 2006, the Company announced a cash dividend payment in the
amount of $6.39 per share on the outstanding shares of the Company's Common
Stock and a cash payment of $.045 per right on the CDRs, each with a record date
of December 1, 2006 and a payment date of December 12, 2006. With this
distribution the Company will have achieved a present value recovery to general
unsecured creditors of 100% as defined in the Plan.

21
<page>
Results of Operations

Certain reclassifications have been made to the prior period financial
statements to conform to the presentation used in the September 30, 2006
consolidated financial statements.

Fiscal Year Ended September 30, 2006 Compared to the Fiscal Year Ended September
30, 2005 and Fiscal Year Ended September 30, 2004

Revenue
<table>
<caption>
Years ended September 30, Percent Percent
------------------------------ increase increase
(in millions) (decrease) (decrease)
2006 2005 2004 2006/2005 2005/2004 Explanation of Change
------ ------ ------ --------- --------- -------------------------------

Leasing $ - $ 1 $ 17 (100%) (94%) (A)
....................................................................................................................................
Sales - 3 43 (100%) (93%) (A)
....................................................................................................................................
Technology services - - 1 -- (100%) Minor network services business
wound down in 2004
....................................................................................................................................
Agere lease participation payment - 2 25 (100%) (92%) Received in conjunction with
GE Portfolio sales - (B)
....................................................................................................................................

Sale of equity holdings 20 17 10 18% 70% Primary remaining revenue
generating asset. - (C)
....................................................................................................................................
Sale of properties - - 5 -- (100%) 2004 - Sold German facility
....................................................................................................................................
Foreign exchange gain 3 - - N/A -- Foreign entity liquidation
....................................................................................................................................
SIP Recovery - 6 - (100%) N/A SIP Relief recoveries - (D)
....................................................................................................................................
Other:
Interest income 4 3 2 33% 50% Interest earned on cash balances
Receipt of pre-bankruptcy
receivable set-off by claimant
against amounts due - 3 - (100%) N/A Settlement with SIP Lenders - (E)
Portfolio sales GE Capital - - 2 -- (100%) Settled purchase price holdback -(F)
Other 1 2 3 (50%) (33%)
Total other ------ ------ ------ -------- ---------
5 8 7 (38%) 14%
------ ------ ------ -------- ---------
....................................................................................................................................
Total revenue $ 28 $ 37 $ 108 (24%) (66%)
====== ====== ====== ======== =========

(A) The Company has been winding down operations since it emerged from bankruptcy in August 2002. The Company's charter does not
allow any new investments. Accordingly, revenue generated from assets on lease, notes receivable and inventory have continued
to decrease from the fiscal year ending September 30, 2004 through September 30, 2006.

(B) Agere lease participation interest was recognized as revenue as cash was received. See Note 4 of Notes to Consolidated
Financial Statements for information.

(C) The increases in revenue generated from the realized gains on equity holdings from September 30, 2004 through September 30,
2006 relate to improved market conditions for liquidity events such as mergers and acquisitions and initial public offerings
for companies within the equity and warrant portfolio.

(D) In February 1998, pursuant to the SIP, certain senior managers of Comdisco, Inc. took out full recourse, personal loans (the
"SIP Loans") to purchase approximately six million shares of Comdisco, Inc.'s common stock. In connection therewith, Comdisco,
Inc. executed a guaranty dated February 2, 1998 (the "Guaranty") providing a guaranty of the loans in the event of default by
the SIP Participants to the lenders under the SIP (the "SIP Lenders"). On November 29, 2001, the SIP Lenders filed a master
proof of claim in the Comdisco, Inc. bankruptcy in the amount of $133 million ("SIP Guaranty Claim"). On December 22, 2004,
Comdisco settled the Guaranty on the SIP Loans. As part of the settlement, the individual notes signed by the SIP Participants
were assigned to either the Company or the litigation trust. The notes assigned to the Company relate to individual SIP
Participants who settled with the Company prior to the settlement with the SIP Lenders. During the three months ended December
31, 2004, Comdisco recorded approximately $5 million of SIP recovery revenue consisting of restricted cash formerly held by the
Company and $1 million for receivables associated with the remaining note balances assigned to the Company. All remaining notes
were assigned to the litigation trust and are considered "Trust Assets" as defined in the Plan. Please see "Trust Assets and
SIP Litigation" for more information.

(E) In December 2004, in connection with the settlement of the SIP Guaranty Claim, the Company received from the Disputed Claims
Reserve 129,788 shares of Common Stock which were placed in treasury stock. The shares were in partial payment of a pre-
bankruptcy receivable of Comdisco, Inc. set-off by the claimant against amounts due the claimant under the SIP Guaranty.

(F) 2004 amounts relate to settlement of purchase price holdbacks in conjunction with the Electronics, Healthcare, and Lab and
Scientific portfolio sales to GE Capital.

22
<page>
</table>

Costs and Expenses

<table>
<caption>
Percent Percent
(in millions) Years ended September 30, increase increase
------------------------------ (decrease) (decrease)
2006 2005 2004 2006/2005 2005/2004 Explanation of Change
------ ------ ------ --------- ---------- ------------------------------------

Leasing $ - $ - $ 8 -- (100%) Reduced assets on lease
(A)
..............................................................................................................
Sales - 3 34 (100%) (91%) Reduced assets on lease
(A)
..............................................................................................................
Interest - - 1 -- (100%) Reduction of debt
..............................................................................................................
Technology services - - 1 -- (100%) Services eliminated
..............................................................................................................
Selling, general and administrative 9 16 31 (43%) (48%) SG&A costs have decreased with the
continued wind down of operations
..............................................................................................................
Contingent distribution rights 7 13 49 (46%) (73%) See "Critical Accounting Policies"
..............................................................................................................
Write down of privately held
securities - 1 2 (100%) (50%) Remaining basis $3 million (B)
..............................................................................................................
Bad debt (income) (3) (6) (12) (50%) (50%) Collections & recoveries (C)
..............................................................................................................
------ ------ ------ --------- ----------
Total costs and expenses $ 13 $ 27 $ 114 (52%) (76%)
====== ====== ====== ========= ==========

(A) The Company has been winding down operations since it emerged from Bankruptcy in August 2002. The Company's charter does not
allow any new investments. Accordingly, costs associated with assets on lease, and inventory have continued to decrease from
fiscal year ending September 30, 2004 through September 30, 2006.

(B) The decrease in costs associated with the write down of privately held securities from September 30, 2004 through September 30,
2006 is due to the limited remaining cost basis. Please see "Critical Accounting Policies" for more information.

(C) The continued decrease in recoveries (net of bad debt provision) from September 30, 2004 through September 30, 2006 is
due to the reduction of the remaining portfolio of potential recoveries. The majority of these accounts were distressed during
the market downturn in 2000 and 2001.
</table>
Selling, General and Administrative Expenses

The following table summarizes selling, general and administrative expenses
(in millions):

Years ended
--------------------------------
2006 2005 2004
------ ------ ------
Compensation and benefits ...... $ 2 $ 5 $ 8
Outside professional services .. 5 9 15
Other expenses ................. 2 2 8
------ ------ ------
$ 9 $ 16 $ 31
====== ====== ======

Income Taxes

See Note 10 of Notes to Consolidated Financial Statements, which is incorporated
in this section by reference, for details about the Company's income tax
provision. Income Taxes are subject to the risk factor "The Company Faces a
Number of Uncertainties Around the Settlement of Domestic and International Tax
Positions" discussed in Item 1A. Risk Factors.

During the year ended September 30, 2006, the Company recorded a nomimal
tax expense. Previously, during the year ended September 30, 2005, the Company
recorded a tax benefit of approximately $16 million, primarily as a result of
significant progress in the settlement of certain income tax liabilities with
certain global tax authorities, including authorities in Canada and Europe.

Earnings from Continuing Operations

Earnings from continuing operations were $15 million, or $3.62 per
share-diluted, for the year ended September 30, 2006, compared to earnings from
continuing operations of $26 million, or $6.33 per share-diluted, in the year
ended September 30, 2005, and earnings from continuing operations of $36
million, or $8.61 per share-diluted, in the year ended September 30, 2004.

23
<page>
Discontinued Operations

Earnings from discontinued operations were nominal for the year ended
September 30, 2006 compared to earnings from discontinued operations of $3
million, or $0.73 per share-diluted, for the year ended September 30, 2005 and
losses from discontinued operations of $13 million, or $3.21 per share-diluted,
for the year ended September 30, 2004. The results of operations for US Leasing
operations, the German Leasing Subsidiary and International Leasing have been
classified as discontinued operations and prior year periods have been restated.

o US Leasing operations: On September 9, 2003, the Company completed the
sale of its U.S. information technology leasing business to Bay4
Capital Partners, Inc. On September 30, 2003, the Company completed
the sale of its Canadian information technology leasing business to
Bay4 Capital Partners, Inc.

o German Leasing Subsidiary: On April 30, 2003, the Company announced
that it had completed the sale of the stock of its German leasing
subsidiary to Munich-based Comprendium Investment (Deutschland) GmbH,
which is owned by Comprendium Investment SA, a Swiss corporation.

o International Leasing: On October 18, 2002, the Company announced
that it had sold Comprendium Finance S.A. (formerly known as Comdisco
(Switzerland) S.A.), Computer Discount GmbH and the Company's French
leasing subsidiaries, Comdisco France SA and Promodata SNC. The
Company sold substantially all of its information technology assets in
Australia and New Zealand to Allco pursuant to a sale approved by the
Bankruptcy Court on April 18, 2002.

Net Earnings

Net earnings were $15 million, or $3.62 per share-diluted, for the year
ended September 30, 2006 compared to $29 million, or $7.06 per share-diluted,
for the fiscal year ended September 30, 2005 and $23 million, or $5.40 per
share-diluted, for the fiscal year ended September 30, 2004.

Off-Balance Sheet Arrangements

The Company does not maintain any off-balance sheet arrangements,
transactions, obligations or other relationships with unconsolidated entities
that would be expected to have a material current or future effect upon the
Company's financial condition or results of operations.

Table of Contractual Obligations

The Company did not have any long term debt obligations, lease obligations,
or any long-term liabilities reflected on the balance sheet as of September 30,
2006 or 2005.

Liquidity and Capital Resources

The Company's liquidity generally depends on cash on hand and cash provided
by operating activities. The Company's cash flow from operating activities is
dependent on a number of variables, including, but not limited to, market
conditions for the sale of equity securities, global economic and political
conditions, control of operating costs and expenses and the ability of the
Company to dispose or otherwise convert to cash its remaining assets. All funds
generated from the Company's remaining asset portfolios are required by the Plan
to be used to satisfy liabilities of the Company and, to the extent funds are
available, to pay dividends on the Company's Common Stock and to make
distributions with respect to the CDRs in the manner and priorities set forth in
the Plan. Because of the composition and nature of its asset portfolios, the
Company expects to generate funds from the sale or run-off of its asset
portfolios at a decreasing rate over time.

At September 30, 2006, the Company had unrestricted cash and cash
equivalents of approximately $97 million, a decrease of approximately $6 million
compared to September 30, 2005. Net cash provided by operating activities for
the year ended September 30, 2006 was $14 million. Net cash used in financing
activities was $20 million for the year ended September 30, 2006.

The Company's operating activities during the year ended September 30, 2006
were funded by cash on hand. During the year, approximately $20 million of
proceeds were generated from the Windspeed managed warrant and equity portfolio,
and approximately $5 million were received related to an income tax refund for
the Company's United Kingdom subsidiary. The Company's cash expenditures were
primarily operating expenses of $9 million (principally professional services
and compensation), a $1.2 million tax payment related to the Company's German
subsidiary, dividends of $20 million, and payments of $10 million to CDR
holders.

The Company's current and future liquidity depends on cash on hand, cash
provided by operating activities, proceeds from the sale of Equity Securities
and nominal asset sales. The Company expects its cash on hand and cash flow from
operations to be sufficient to fund operations and to meet its obligations
(including its obligation to make payments to CDR holders) under the Plan for
the foreseeable future. As of December 1, 2006, the Company's unrestricted cash
balances exceeded $95 million. A dividend and CDR payment was paid on December
12, 2006. See Recent Developments for further information.
24
<page> The Company maintains sufficient cash reserves for the potential CDR
liability associated with the eventual allowance or disallowance of the
remaining Disputed Claims. The outcome and the timing of the resolution of the
remaining Disputed Claims will impact both the timing and the amount of future
dividends and CDR payments. See Item 7 Critical Accounting Policies and Item 1A.
Risk Factors, for a discussion of the impact of Disputed Claims on the
distributions.

The Company's cash flow from operating activities is dependent on a number
of variables, including, but not limited to, the ability of the Company to
implement the Plan, global economic conditions and controlling operating costs
and expenses.

Net cash provided by operating activities was $14 million in fiscal 2006,
compared to net cash used in operating activities of $4 million in fiscal 2005,
and net cash provided by operating activities of $134 million in fiscal 2004.

Dividends

Contingent Distribution Rights

For financial reporting purposes, the Company records CDRs as a liability
and as an operating expense although the CDRs trade over-the-counter.

Aggregate total distributions with respect to the CDRs were as follows (in
millions except per share data):

Aggregate Per
Payment CDR
--------- -------
May 2003 .................. $ 3 $.01793
June 2003 ................. 2 .01621
September 2003 ............ 13 .08780
December 2003 ............. 8 .05140
March 2004 ................ 3 .01870
May 2004 .................. 12 .07810
December 2004 ............. 15 .09820
March 2005 ................ 22 .14560
January 2006 .............. 6 .03650
March 2006 ................ 4 .02470
--------- -------
Total CDR payments $ 88 $.57514
========= =======

On November 17, 2006, the Company announced a cash payment of $.045 per
right on the CDR's, payable on December 12, 2006 to CDR holders of record on
December 1, 2006.

Gross cash distributions related to general unsecured claims totaled $4.087
billion through December 1, 2006. The distributions funded claims allowed on the
initial distribution date and the Disputed Claims Reserve where cash and Common
Stock are being held pending the outcome of the remaining Disputed Claims. A
portion of the original Disputed Claims have been allowed subsequent to the
initial distribution date.

Pursuant to the Rights Agent Agreement that established the terms of the
CDRs distributed in accordance with the Plan, the Company agreed to provide
information in its annual and quarterly reports regarding the Present Value of
Distributions (as defined in the Rights Agent Agreement) made to certain former
creditors of Comdisco, Inc. The Present Value of Distributions calculation
requires the Company to discount the cash distributions to the initially allowed
claimholders from the date the distribution is made to the date of the Company's
emergence from bankruptcy on August 12, 2002. The gross distributions after the
announced dividend on December 12, 2006 will be approximately $3.812 billion
made to initially allowed claimholders and equates to a present value of $3.627
billion on initially allowed claims of $3.628 billion. The associated percentage
recovery will be at 100 percent as of December 12, 2006.

See Item 7 Critical Accounting Policies for a further discussion of CDRs
and the methodology for estimating the CDR liability and the potential impact of
the resolution of Disputed Claims on liquidity. See Item 1A. Risk
Factors--Impact of Disallowance of Disputed Claims on the Company's Obligation
To Make Payments in Respect of Contingent Distribution Rights and Impact of
Reconsideration and Potential Allowance of Newly Filed Claims or Late Filed
Claims or Previously Disallowed Claims.
26

Recently Issued Professional Accounting Standards

In July 2006, the FASB issued FASB interpretation 48, "Accounting for
Uncertainly in Income Taxes - an interpretation of FASB Statement 109". This
Interpretation clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with SFAS No.
109, "Accounting for Income Taxes". This Interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition. This Interpretation is effective for fiscal years beginning after
December 15, 2006. The Company is evaluating the effect this Interpretation will
have on its financial statments.

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
companies to evaluate the materiality of identified unadjusted errors on each
financial statement and related disclosures using both the rollover and the iron
curtain approach. SAB 108 applies to annual financial statements for fiscal
years ending after November 15, 2006. The company does not expect the adoption
of SAB 108 to have a material impact on our financial condition or results of
operations.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements ("SFAS
157"). SFAS 157 defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosures about
fair value measurements. SFAS 157 applies to previous accounting pronouncements
that require or permit fair value measurements. SFAS 157 is effective for fiscal
years beginning after November 15, 2007. The company is evaluating the effect
the adoption of SFAS 157 will have on its financial condition or results of
operations.

27
<page>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk and Market Risk

Presently, the Company invests its cash and cash equivalents in money
market and other interest bearing accounts. Such cash and cash equivalents are
essentially the only floating rate assets held by the Company. The remaining
assets of the Company are fixed rate or non-interest bearing and are, therefore,
subject to a decrease in value if market rates increase. Currently, the Company
does not use derivative financial instruments to hedge this risk as the
Company's business purpose is to monetize all remaining assets.

At September 30, 2006, the Company held securities of six publicly-traded
companies: Akamai Technologies, Inc., Shutterfly.com, Inc., Taleo Inc., The
Loopnet, Inc., The Knot, and AutoTradeCenter, Inc. Each of these holdings are
subject to lock-up periods, which restrict the Company's ability to sell in the
near term but not longer than one year. The Company's practice is to sell its
marketable equity securities within a reasonable period of time after the
lock-up period ends. Additionally, as of the date of this filing, the Company
owns warrants that are out of the money in approximately six public companies
and holds minor positions in approximately two other public companies. The
Company subsequently liquidated its holdings in two public companies: Taleo Inc.
and The Knot.

The Company has equity investments in private companies consisting
primarily of small investments in approximately one hundred private companies
that are all non-quoted securities. Common stock and preferred stock investments
are carried at the lower of cost or estimated fair market value in the Company's
financial statements. Warrants in non-public companies are carried at zero
value. These investments are subject to significant volatility and are difficult
to value.

Foreign Exchange Risk

The Company's business purpose is limited to the orderly sale or run-off of
all of its remaining assets, including assets denominated in foreign currencies.
Accordingly, the Company is exposed to the risk of future currency exchange rate
fluctuations, which is accounted for as an adjustment to stockholders' equity
until realized. Therefore, changes from reporting period to reporting period in
the exchange rates between various foreign currencies and the U.S. Dollar have
had and will continue to have an impact on the accumulated other comprehensive
loss component of stockholders' equity reported by the company, and such effect
may be material in any individual reporting period. In addition, exchange rate
fluctuation will have an impact on the US dollar value realized from the
repatriation of the proceeds from the sale or run-off of assets denominated in
foreign currencies.
28

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm .........................................30

Consolidated Statements of Earnings for the years
ended September 30, 2006, 2005 and 2004 .........................................................31

Consolidated Balance Sheets as of September 30, 2006 and 2005 ..................................32

Consolidated Statements of Stockholders' Equity for the years
ended September 30, 2006, 2005 and 2004 .........................................................33

Consolidated Statements of Cash Flows for the years ended
September 30, 2006, 2005, and 2004 ..............................................................34

Notes to Consolidated Financial Statements.......................................................36

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Comdisco Holding Company, Inc.:

We have audited the accompanying consolidated balance sheets of Comdisco
Holding Company, Inc. and subsidiaries (the "Company") as of September 30, 2006
and 2005, and the related consolidated statements of earnings, stockholders'
equity, and cash flows for each of the years in the three-year period ended
September 30, 2006. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
and subsidiaries as of September 30, 2006 and 2005, and the results of their
operations and their cash flows for each of the years in the three-year period
ended September 30, 2006, in conformity with U.S. generally accepted accounting
principles.

KPMG LLP

Chicago, Illinois
December 15, 2006

COMDISCO HOLDING COMPANY, INC.

CONSOLIDATED STATEMENTS OF EARNINGS
(in millions except per share data)

Year ended September 30,
------------------------------------
2006 2005 2004
--------- --------- ---------

Revenue
Leasing
Operating ................................................ $ -- $ 1 $ 14
Direct financing ......................................... -- -- 1
Sales-type ............................................... -- -- 2
--------- --------- ---------
Total leasing ......................................... -- 1 17

Sales ......................................................... -- 3 43
Technology services ........................................... -- -- 1
Agere lease participation payment ............................. -- 2 25
Sale of properties ............................................ -- -- 5
Gain on sale of equity and warrant securities 20 17 10
Foreign exchange gain ......................................... 3 -- --
SIP Recovery .................................................. -- 6 --
Interest Income ............................................... 4 3 2
Other ......................................................... 1 5 5
--------- --------- ---------
Total revenue ......................................... 28 37 108
--------- --------- ---------
Costs and expenses
Leasing
Operating ................................................ -- -- 7
Sales-type ............................................... -- -- 1
--------- --------- ---------
Total leasing ......................................... -- -- 8

Sales ......................................................... -- 3 34
Technology services ........................................... -- -- 1
Selling, general and administrative ........................... 9 16 31
Contingent distribution rights ................................ 7 13 49
Write-down of equity securities ............................... -- 1 2
Bad debt (income).............................................. (3) ( 6) (12)
Interest ...................................................... -- -- 1
--------- --------- ---------
Total costs and expenses .............................. 13 27 114
--------- --------- ---------
Earnings (loss) from continuing operations before income
taxes benefit ............................................... 15 10 (6)
Income tax benefit............................................. -- 16 42
--------- --------- ---------
Earnings from continuing operations ........................... 15 26 36
Earnings (loss) from discontinued operations, net of tax ...... -- 3 (13)
--------- --------- ---------
Net earnings .................................................. $ 15 $ 29 $ 23
========= ========= =========
Basic earnings (loss) per common share:
Earnings from continuing operations ......................... $ 3.62 $ 6.33 $ 8.61
Earnings (loss) from discontinued operations ................ -- 0.73 (3.21)
--------- --------- ---------
Net earnings ................................................ $ 3.62 $ 7.06 $ 5.40
========= ========= =========
Diluted earnings (loss) per common share:
Earnings from continuing operations ......................... $ 3.62 $ 6.33 $ 8.61
Earnings (loss) from discontinued operations ................ -- 0.73 (3.21)
--------- --------- ---------
Net earnings ................................................ $ 3.62 $ 7.06 $ 5.40
========= ========= =========

See accompanying notes to consolidated financial statements.

COMDISCO HOLDING COMPANY, INC.

CONSOLIDATED BALANCE SHEETS
(in millions except number of shares and per share data)

September 30, September 30,
2006 2005
------------- ------------

ASSETS
Cash and cash equivalents ............................... $ 97 $ 103
Cash - legally restricted ............................... 5 5
Equity securities ....................................... 7 9
Income tax receivable ................................... 1 6
Deferred costs .......................................... -- 2
------------- ------------
$ 110 $ 125
============= ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable ....................................... $ 1 $ 1
Income taxes:
Current ............................................... 1 2
Other liabilities:
Accrued compensation .................................. 1 2
Contingent distribution rights ........................ 43 46
Taxes other than income ............................... -- 1
------------- ------------
Total other liabilities .............................. 44 49
------------- ------------
46 52
Stockholders' equity:
Common stock $.01 par value. Authorized 10,000,000
shares; issued 4,200,000 shares. 4,029,369 shares
outstanding at September 30, 2006;
4,034,353 shares outstanding at September 30, 2005 ... -- --
Additional paid-in capital ............................ 50 60
Accumulated other comprehensive income ................ 4 8
Retained earnings ..................................... 14 9
Common stock held in treasury, at cost; 170,631 shares at
September 30, 2006 (165,647 at September 30, 2005)... (4) (4)
------------- ------------
Total stockholders' equity ........................ 64 73
------------- ------------
$ 110 $ 125
============= ============

See accompanying notes to consolidated financial statements.

COMDISCO HOLDING COMPANY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in millions)

Additional Accumulated Common Stock
Common paid-in other compre- Retained placed in
stock capital hensive income earnings treasury Total
- ------------------------------------------- ----------- ---------- --------------- --------- ---------- ----------

Balance at September 30, 2003 $ -- $ 169 $ 13 $ -- $ -- $ 182
Net income 23 23
Change in unrealized gain (3) (3)
----------
Total comprehensive income 20
Liquidating dividends (60) (39) (99)
- ------------------------------------------- ----------- ---------- --------------- --------- ---------- ----------
Balance at September 30, 2004 -- 109 10 (16) -- 103
Net income 29 29
Translation adjustment 1 1
Change in unrealized gain (3) (3)
----------
Total comprehensive income 27
Common Stock placed in treasury (4) (4)
Liquidating dividends (49) (4) (53)
- ------------------------------------------- ----------- ---------- --------------- --------- ---------- ----------
Balance at September 30, 2005 -- 60 8 9 (4) 73
Net income 15 15
Translation adjustment (3) (3)
Change in unrealized gain (1) (1)
----------
Total comprehensive income 11
Liquidating dividends (10) (10) (20)
- ------------------------------------------- ----------- ---------- --------------- --------- ---------- ----------
Balance at September 30, 2006 $ -- $ 50 $ 4 $ 14 $ (4) $ 64
=========== ========== =============== ========= ========== ==========

See accompanying notes to consolidated financial statements.

COMDISCO HOLDING COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

Year ended September 30,
----------------------------------------
2006 2005 2004
--------- --------- ------------

Cash flows from operating activities:
Operating lease and other leasing receipts .......... $ -- $ 1 $ 39
Sales of equipment ................................. -- 4 44
Note receivable receipts ............................ -- 2 1
Equity and warrant proceeds ......................... 20 19 9
SIP Recovery ........................................ -- 6 --
Interest, recoveries and other revenue .............. 9 5 37
Selling, general and administrative expenses ........ (9) (15) (72)
Contingent distribution rights payments ............. (10) (37) (23)
Income taxes ........................................ 4 5 19
--------- --------- ------------
Net cash (used) provided by continuing operations . 14 (10) 54
Net cash provided by discontinued operations ...... -- 6 80
--------- --------- ------------
Net cash (used) provided by operating activities .. 14 (4) 134
--------- --------- ------------

Cash flows from investing activities:
Equipment purchased for leasing ..................... -- -- (1)
Equity investments .................................. -- -- (2)
Equipment purchased for leasing by discontinued
operations .......................................... -- -- (1)
Other ............................................... -- -- (1)
--------- --------- ------------
Net cash (used) in investing activities ........... -- -- (5)
--------- --------- ------------
Cash flows from financing activities:
Cash used by discontinued operations ................ -- -- (4)
Common Stock purchased and placed in treasury........ -- (4) --
Dividends paid on Common Stock ...................... (20) (53) (99)
Decrease in legally restricted cash ................. -- 5 32
Other ............................................... -- 2 2
--------- --------- ------------
Net cash (used) in financing activities ........... (20) (50) (69)
--------- --------- ------------

Net (decrease) increase in cash and cash equivalents ... (6) (54) 60
Cash and cash equivalents at beginning of period ....... 103 157 97
--------- --------- ------------
Cash and cash equivalents at end of period ............. $ 97 $ 103 $ 157
========= ========= ============

See accompanying notes to consolidated financial statements.

COMDISCO HOLDING COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

Year ended September 30,
-------------------------------------
2006 2005 2004
(Revised) (Revised)
--------- --------- ---------

Reconciliation of net earnings to net cash
provided by operating activities:
Net earnings ................................................... $ 15 $ 29 $ 23
Adjustments to reconcile earnings
from continuing operations to net cash
provided by operating activities
Leasing costs, primarily
depreciation and amortization ............................ -- -- 9
Leasing revenue, primarily principal portion of
direct financing and sales-type lease rentals ............ -- -- 21
Cost of sales .............................................. -- 4 33
Technology services costs, primarily
depreciation and amortization ............................. -- -- 1
Interest ................................................... -- -- 1
Income taxes ............................................... 4 (11) (23)
Principal portion of notes receivable ...................... -- -- 1
Selling, general, and administrative expenses .............. -- (5) (53)
Contingent Distribution Rights ............................. (3) (24) 26
Equity and warrant proceeds in excess of income ............ -- 3 --
Other, net ................................................. (2) (3) 2
Discontinued operations .................................... -- (3) 13
--------- --------- ---------
Net cash (used) provided by operating activites .... $ 14 $ (10) $ 54
========= ========= =========

See accompanying notes to consolidated financial statements.

COMDISCO HOLDING COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006, and 2005

Note 1 - Reorganization

On July 16, 2001, Comdisco, Inc. and 50 of its domestic subsidiaries filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the Bankruptcy Court (consolidated case number 01-24795) (the "Filing").
Comdisco Holding Company, Inc., as the successor company to Comdisco, Inc., for
SEC filing purposes, emerged from bankruptcy under a confirmed plan of
reorganization (the First Amended Joint Plan of Reorganization (the "Plan"))
that became effective on August 12, 2002 (the "Effective Date"). For financial
reporting purposes only, however, the effective date for implementation of
fresh-start reporting was July 31, 2002.

Implementation of the Plan resulted in the reorganization of Comdisco, Inc.
and its domestic and foreign subsidiaries into Comdisco Holding Company, Inc.
and three new primary subsidiaries: (i) Comdisco Global Holding Company,
Inc.(dissolved on September 27, 2004) , which managed the sale and run-off of
the Company's reorganized European IT Leasing operations and assets; (ii)
Comdisco, Inc., which managed the sale and run-off of the Company's reorganized
US Leasing operations and assets; and (iii) Comdisco Ventures, Inc. (renamed
Comdisco Ventures Fund A LLC), which managed the sale and run-off of the
Company's venture financing operations and assets ("Ventures"). The Company's
Corporate Asset Management group ("CAM") was responsible for the sale and
run-off of certain assets that remained after certain pre-emergence bankruptcy
asset sales. The CAM group's operations were managed through Comdisco, Inc.
Implementation of the Plan also resulted in the reorganization of Prism
Communication Services, Inc. and its subsidiaries ("Prism").

Comdisco Holding Company, Inc. was formed on August 8, 2002 for the purpose
of selling, collecting or otherwise reducing to money in an orderly manner the
remaining assets of the Company and all of its direct and indirect subsidiaries,
including Comdisco, Inc. As more fully described in the Plan, the Company's
business purpose is limited to the orderly sale or run-off of all its remaining
assets. Pursuant to the Plan and restrictions contained in its certificate of
incorporation, the Company is specifically prohibited from engaging in any
business activities inconsistent with its limited business purpose.

Consummation of the Plan in August 2002 resulted in (i) the distribution of
cash totaling approximately $2.2 billion; (ii) the issuance of variable rate
senior secured notes due 2004 in aggregate principal amount of $400 million (the
"Senior Notes"); (iii) the issuance of 11% subordinated secured notes due 2005
in aggregate principal amount of $650 million (the "Subordinated Notes"); (iv)
the issuance of 4.2 million shares of new common stock ("Common Stock"); (v) the
issuance of contingent distribution rights (the "CDRs") to holders of the
Predecessor company's common stock; and (vi) the cancellation of the Predecessor
company's notes, notes payable, common stock and stock options.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

In this annual report on Form 10-K, references to "the Company," "Comdisco
Holding," "we," "us" and "our" mean Comdisco Holding Company, Inc., its
consolidated subsidiaries, including the former Comdisco Global Holding Company,
Inc., Comdisco, Inc., the former Comdisco Domestic Holding Company, Inc. and
Comdisco Ventures, Inc., and its predecessors, except in each case where the
context indicates otherwise. References to "Comdisco, Inc." mean Comdisco, Inc.
and its subsidiaries, other than the Prism entities, prior to the Company's
emergence from bankruptcy on August 12, 2002, except where the context indicates
otherwise.

Nature of Operations

Comdisco Holding Company, Inc. was formed on August 8, 2002 for the purpose
of selling, collecting or otherwise reducing to money in an orderly manner the
remaining assets of the Company and all of its direct and indirect subsidiaries,
including Comdisco, Inc. Prior to the bankruptcy, Comdisco, Inc. provided
technology services worldwide to help its customers maximize technology
functionality, predictability, and availability, while freeing them from the
complexity of managing their technology. Comdisco, Inc. offered leasing to key
vertical industries, including semiconductor manufacturing and electronic
assembly, healthcare, telecommunications, pharmaceutical, biotechnology and
manufacturing. Through its Comdisco Ventures group, Comdisco, Inc. provided
equipment leasing and other financing and services to venture capital-backed
companies.

Use of Estimates

The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent 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.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. Intercompany accounts and transactions have
been eliminated.

Translation Adjustments

All assets and liabilities denominated in foreign currencies are translated
at the exchange rate on the balance sheet date. Revenues, costs and expenses are
translated at average rates of exchange prevailing during the period.
Translation adjustments are deferred as a separate component of stockholders'
equity. Gains and losses resulting from foreign currency transactions are
included in other revenue in the consolidated statements of earnings.

Income Taxes

The Company uses the asset and liability method to account for income
taxes. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. The measurement of deferred tax assets is reduced, if
necessary, by a valuation allowance for any tax benefits of which future
realization is not more likely than not. The Company operates within multiple
taxing jurisdictions and is subject to audit in these jurisdictions. In
management's opinion, adequate provisions for income taxes have been made for
taxes estimated to be payable in all jurisdictions. The accrued tax liabilities
resulting from tax expense recorded in previous periods have been evaluated by
management in accordance with FASB No. 5, "Accounting for Contingencies."
Accordingly, the ultimate amount paid may be more or less than the accrued tax
liabilities recorded within the financial statements.

Lease Accounting

See Notes 5 and 6 of Notes to Consolidated Financial Statements for a
description of lease accounting policies, lease revenue recognition and related
costs.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of highly liquid debt instruments
with original maturities of 90 days or less.

Allowance for Credit Losses

See Note 9 of Notes to Consolidated Financial Statements for a description
of the policy for reserving for credit losses.

Inventory of Equipment

Inventory of equipment is stated at the lower of cost or market by
categories of similar equipment. The company sold the last pieces of inventoried
equipment in fiscal year 2006.

Property, Plant and Equipment

The remaining property, a day care facility in Rosemont, Illinois, is
offered for sale by the Company at this time. The Company estimates the fair
market value of the remaining property is less than $500,000 as of the date of
this filing.

Equity Securities

Marketable equity securities: The Company classifies all marketable equity
securities as available-for-sale. These marketable equity securities are carried
at fair value, based on quoted market prices, with unrealized gains and losses
excluded from earnings and reported in accumulated other comprehensive income
(loss).

Equity investments in private companies: Equity investments in private
companies for which there is no readily determinable fair value are carried at
the lower of cost or estimated fair market value as determined by the Company in
consultation with Windspeed Acquisition Fund GP, LLC ("Windspeed"). The Company,
in consultation with Windspeed, identifies and records losses on equity
investments in private companies when market and company specific events and
circumstances indicate that such assets might be impaired. All write-downs are
considered permanent impairments for financial reporting purposes.

Warrants: The Company's investments in warrants (received in connection
with its lease or other financings) are initially recorded at zero cost and
carried in the consolidated financial statements as follows:

o Warrants that meet the criteria for classification as
available-for-sale are carried at fair value based on quoted market
prices with unrealized gains excluded from earnings and
reported in accumulated other comprehensive income.

o Warrants that do not meet the criteria for classification as
available-for-sale continue to be carried at zero value.

Contingent Distribution Rights

See Note 16 of Notes to Consolidated Financial Statements for a description
of the policy for recording the estimated liability to CDR holders.

Earnings Per Common Share

Earnings per common share-basic are computed by dividing the net earnings
to common stockholders by the weighted average number of common shares
outstanding for the period.

Reclassifications

Certain reclassifications have been made in the 2005 consolidated financial
statements to conform to the 2006 presentation.

Certain reclassifications, including those for discontinued operations,
have been made in the 2004 and 2005 fiscal year financial statements to conform
to the 2006 fiscal year presentation. In accordance with recent SEC guidance,
the statements of cash flows have been revised to reconcile net cash provided
(used) by operating activities to net earnings, instead of earnings from
continuing operations.

Note 3 - Discontinued Operations

Because of the sale of assets described in Note 4 of Notes to Consolidated
Financial Statements, amounts in the consolidated financial statements and
related notes for all periods shown have been restated to account for the US
Leasing operations, International Leasing, German Leasing Subsidiary and
Availability Solutions as discontinued operations. "International Leasing"
refers to the Company's former French, Swiss, Austrian, Australian and New
Zealand leasing operations. The Company sold the stock of its French, Swiss and
Austrian subsidiaries and sold the assets of its Australian and New Zealand
operations. Each of the aforementioned transactions resulted from an extensive
offering and competitive bidding process run by the Company's independent
investment banking firm. In the case of Availability Solutions, the sale also
resulted from a Bankruptcy Court-supervised auction process.

Following is summary financial information for the Company's discontinued
operations for the fiscal years ended September 30, 2006, 2005 and 2004 (in
millions):

There were no revenues or net earnings generated by discontinued operations
during the fiscal year ended September 30, 2006.
38

Fiscal year ended September 30, 2005
-----------------------------------------------------
Inter- German
national Leasing
US Leasing Leasing Subsidiary Total
---------- ---------- ---------- ----------

Revenue $ 1 $ -- $ -- $ 1
========== ========== ========== ==========
Earnings from discontinued operations:
Before income taxes $ 3 $ -- $ -- $ 3
Income taxes -- -- -- --
---------- ---------- ---------- ----------
Net earnings $ 3 $ -- $ -- $ 3
========== ========== ========== ==========

Fiscal year ended September 30, 2004
-----------------------------------------------------
Inter- German
national Leasing
US Leasing Leasing Subsidiary Total
---------- ---------- ---------- ----------

Revenue $ 30 $ 1 $ 2 $ 33
========== ========== ========== ==========
Earnings (loss) from discontinued operations:
Before income taxes (benefit) $ (9) $ 1 $ (7) $ (15)
Income taxes benefit -- 2 -- 2
---------- ---------- ---------- ----------
Net earnings (loss) $ (9) $ 3 $ (7) $ (13)
========== ========== ========== ==========

Note 4 - Sale of Assets

Sale of Assets

US Leasing operations (Former business segment through June 30, 2004)

On August 25, 2003, the Company announced that it had agreed to sell the
assets of its US leasing business to Bay4 Capital Partners, LLC ("Bay4"). On
September 9, 2003, the Company completed the sale to Bay4. Under the terms of
the asset purchase agreement, and after completion of the post closing
adjustments to the purchase price in October 2003, the Company received
approximately $19.4 million in cash, and Bay4 assumed approximately $21.3
million in secured nonrecourse debt to third parties. The Company retained a
secured nonrecourse interest of approximately $27.3 million in certain other
leases. In addition, the Company received a note in the amount of approximately
$39.9 million payable primarily from the realization of the residual value of
the assets. Furthermore, the note evidences the Company's right to share in the
proceeds, if any, realized from the assets beyond the stated amount of the note.

Through May 13, 2004, the Company had received approximately $29 million of
payments on the residual note. On May 13, 2004, the remaining residual note
balance and the Company's right to share were settled with Bay4 for $16.5
million. The Company realized a gain of approximately $6 million as a result of
this transaction in the three months ended June 30, 2004.

In April 2004, Bay4 paid Comdisco approximately $15 million in payment of
principal on the Company's retained secured non-recourse interest in certain
leases purchased by Bay4. The remaining principal balance, which was included in
assets of discontinued operations, was approximately $4 million at September 30,
2004, including contractual lease payments of approximately $2.7 million due
from a subsidiary of VarTec Telecom Inc. Vartec filed for Chapter 11 bankruptcy
protection in November 2004. The Company received approximately $1 million on
the remaining principal balance during fiscal 2005. During fiscal year 2006,
Vartec filed for Chapter 7 bankruptcy protection. The Company has written off
the remaining balance of $300,000 at September 30, 2006.

European IT Leasing (Former business segment through June 30, 2004)

On April 30, 2003, the Company announced that it had completed the sale of
the stock of its leasing subsidiary in Germany to Munich-based Comprendium
Investment (Deutschland) GmbH, which is owned by Comprendium Investments S.A.
("Comprendium"), a Swiss company. Under the terms of the Amended Share Purchase
Agreement, Comdisco received approximately Euro 285 million (approximately $316
million) at closing, and four additional payments totaling up to approximately
Euro 38 million over the 42 months following closing, dependent upon specific
portfolio performance criteria. On March 31, 2004, the Company accepted a
discounted prepayment by Comprendium of the four remaining payments due from the
sale. The Company received Euro 30.5 million in lieu of four payments of Euro
9.5 million each, scheduled for payment in April 2004, April 2005, May 2006 and
December 2006. The four additional payments would have been subject to reduction
if certain customers exercised contractual termination provisions. The Company
recorded a charge of approximately $2 million ($0.47 per share) in the three
months ended March 31, 2004 to reflect the difference between the prepaid amount
and the carrying value of the four scheduled payments. In accordance with
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," the Company recorded a charge of
$6 million ($1.46 per share) in the first quarter of fiscal 2004 to reduce cost
in excess of fair value to reflect the difference between carrying value and
estimated proceeds from a sale or early buy-out.

The Company sold a number of other subsidiaries prior to its fiscal 2004
including its former Austrian subsidiary, Swiss subsidiary, and French
subsidiary. None of these sales affected the 2004 or 2005 financial statements.
Certain immaterial indemnification obligations still remain from these sales.

Corporate Asset Management (Former business segment through June 30, 2004)

On August 4, 2003, the Company announced the completion of the post-closing
review of the purchase price calculation for the sale of its Electronics,
Laboratory and Scientific, and Healthcare leasing portfolios to GE Capital.
These sales took place during the Company's 2002 fiscal year. The Company
received approximately $25 million in the settlement of the purchase price
holdbacks. On the same date, the Company also announced that it had agreed to a
settlement with GE Capital regarding their future contingent payment obligations
on the Electronics equipment leasing business (collectively, the "GE
Settlement"). The Company received a single $40 million cash payment and other
consideration valued by the Company at approximately $29 million. The other
consideration primarily consisted of a participation interest in certain Agere
Systems, Inc. ("Agere") lease payments previously purchased by GE Capital. The
Company and GE Capital also agreed to a mutual release of substantially all
potential indemnification claims under the sale agreements for the Electronics,
Laboratory and Scientific, and Healthcare leasing portfolios.

On January 7, 2004, the Company completed the sale of its participation
interest in certain Agere lease payments (see above for description of the Agere
lease payments). The aggregate purchase price was approximately $18 million.
Approximately $15 million was received in cash and the remaining $3 million was
placed in escrow. Approximately $1.2 million of the escrow was received by the
Company on May 12, 2004, and the balance received by the Company on November 11,
2004.

The participation interest was included in Comdisco's September 30, 2003
balance sheet in receivables at the present value of the minimum payments, or
approximately $24 million and, in a like amount, in deferred income. During the
year ended September 30, 2005, the Company received approximately $2 million
from the escrow. During the year ended September 30, 2004, the Company received
approximately $25 million ($9 million in payments prior to the sale, $15 million
from the sale and $1 million from the escrow in May 2004), respectively, in
payments with respect to the participation interest. All proceeds related to the
participation interest have been reflected in Comdisco's earnings when received.

The Company completed the sale of its former Availability Solutions
facility in Eching, Germany in March 2004 for approximately $2.5 million. The
Company recorded a $2.5 million gain during the three months ended March 31,
2004 as a result of the sale.

The only remaining property owned by the Company at September 30, 2006
(which is currently for sale by the Company) is a day-care facility adjacent to
the Company's former headquarters, with an estimated fair market value of less
than $500,000.

Services (Former Continuity Services business segment was sold on November
15, 2001)

In November 2003, the Company and SunGard Data Systems, Inc. resolved the
disputed matters resulting from the sale of Comdisco's Continuity Services
business to Sungard Data Systems, Inc. during its fiscal 2002. The Company
received $763,000 in settlement of the dispute, with the balance held in escrow
returned to SunGard Data Systems, Inc.

Note 5 - Lease Accounting Policies

SFAS No. 13, "Accounting for Leases," requires that a lessor account for
each lease by either the direct financing, sales-type or operating method.
There were no leased assets for the fiscal year ended September 30, 2006.

Leased Assets

Direct financing and sales-type leased assets consisted of the present
value of the future minimum lease payments plus the present value of the
residual (collectively referred to as the net investment). Residual was the
estimated fair market value of the equipment on lease at lease termination. In
estimating the equipment's fair value at lease termination, the Company relied
on historical experience by equipment type and manufacturer and, where
available, valuations by independent appraisers, adjusted for known trends. The
Company's estimates were reviewed continuously to ensure reasonableness.

Operating leased assets consisted of the equipment cost, less the amount
depreciated to date.

Revenue, Costs and Expenses

o Direct financing leases: Revenue consisted of interest earned on the
present value of the lease payments and residual. Revenue was
recognized periodically over the lease term as a constant percentage
return on the net investment. There were no costs and expenses related
to direct financing leases since leasing revenue is recorded on a net
basis.

o Sales-type leases: Revenue consisted of the present value of the total
contractual lease payments which was recognized at lease inception.
Costs and expenses consisted of the equipment's net book value at
lease inception, less the present value of the residual. Interest
earned on the present value of the lease payments and residual, which
was recognized periodically over the lease term as a constant
percentage return on the net investment, was included in direct
financing lease revenue in the statement of earnings.

o Operating leases: Revenue consisted of the contractual lease payments
and was recognized on a straight-line basis over the lease term. Costs
and expenses were principally depreciation of the equipment.
Depreciation was recognized on a straight-line basis over the lease
term to the Company's estimate of the equipment's fair market value at
lease termination, also commonly referred to as "residual" value. In
estimating the equipment's fair value at lease termination, the
Company relied on historical experience by equipment type and
manufacturer and, where available, valuations by independent
appraisers, adjusted for known trends. The Company's estimates were
reviewed continuously to ensure reasonableness.

Initial direct costs related to operating and direct financing leases,
including salespersons' commissions, were capitalized and amortized over the
lease term into leasing costs and expenses. As a result of fresh-start reporting
adjustment, all indirect costs have been recognized in the consolidated
statement of earnings.

Note 6 - Leased Assets

The components of the net investment in direct financing and sales-type
leases were nominal as of September 30, 2006 and September 30, 2005,
respectively.

There were no operating leased assets held by the Company as of September
30, 2006 and September 30, 2005, respectively.
41

Note 7 - Future Contractual Cash Flows

Future contractual cash flows are nominal as of September 30, 2006. All
future cash inflows are expected to be from the sale of Equity Securities,
recoveries on accounts previously written-off, and refunds from taxing
authorities for certain international subsidiaries.

Note 8 - Interest-Bearing Liabilities

The Company had no interest bearing liabilities as of September 30, 2006 or
as of September 30, 2005.

Note 9 - Receivables

The Company had nominal receivables outstanding as of September 30, 2006
and September 30, 2005, respectively.

Allowance

The allowance for credit losses includes management's estimate of the
amounts expected to be uncollectable on specific accounts and for losses on
other as of yet unidentified accounts, including estimated losses on future
non-cancelable lease rentals, net of estimated recoveries from remarketing of
related leased equipment. In estimating the reserve component for unidentified
losses inherent within the receivables and lease portfolio, management relies on
historical experience, adjusted for any known trends, including industry trends,
in the portfolio.

Changes in the allowance for credit losses (combined Notes and Accounts
receivable) for the Company for the fiscal years ended September 30, 2006 and
2005 were as follows (in millions):

2006 2005
------ -----
Balance at beginning of
period $ -- $ 1
Provision for credit losses (3) (6)
Net credit recoveries (losses) 3 5
------ -----
Balance at end of period $ -- $ --
====== =====

Note 10 - Income Taxes

The geographical sources of earnings from continuing operations before
income taxes were as follows (in millions):

Year ended September 30,
2006 2005 2004
----- ----- -----
United States $ 12 $ 8 $ (25)
Outside United States 3 2 19
----- ----- -----
$ 15 $ 10 $ (6)
===== ===== =====

Income tax benefit included in the consolidated statements of earnings were
as follows (in millions):

Year ended September 30,
2006 2005 2004
----- ----- -----
Continuing operations $ -- $ 16 $ 42
Discontinued operations -- -- 2
----- ----- -----
$ -- $ 16 $ 44
===== ===== =====

The components of the income tax benefit credited to continuing operations
were as follows (in millions):

Year ended September 30,
2006 2005 2004
----- ----- -----
Current:
United States $ -- $ -- $ 6
Outside United States -- 16 36
----- ----- -----
-- 16 42
Deferred:
United States -- -- --
Outside United States -- -- --
----- ----- -----
-- -- --
----- ----- -----
$ -- $ 16 $ 42
===== ===== =====

The reasons for the difference between the U.S. federal income tax rate and
the effective income tax rate for earnings were as follows:

Year ended September 30,
2006 2005 2004
------ ------ ------

U.S. Federal income
tax rate (tax benefit) 34.0% 35.0% (35.0)%
Increase (reduction)
resulting from:
State income taxes, net
of U.S. federal tax benefit -- -- (18.2)
Foreign income tax rate
differential (5.6) (4.4) (710.8)
Non-deductible CDR expenses 15.6 52.3 425.8
Non-deductible SIP recovery (0.6) (21.3) --
Exchange gain on previously taxed income 25.6 -- --
Change in valuation allowance (68.5) (55.6) (331.5)
Change in tax contingency reserve
due to completion of tax audits and
expiration of statutes of
limitation -- (168.3) (100.0)
Other, net 0.2 (4.2) 69.7
------ ------ ------
0.7% (166.5)% (700.0)%
====== ====== ======

Deferred tax assets and liabilities at September 30, 2006 and 2005 were
as follows (in millions):
2006 2005
----- -----
Deferred tax assets (liabilities):
Foreign loss carryforwards .......................... $ 18 $ 18
U.S. NOL C/F - 382 Limit ............................ 143 147
U.S. NOL Carryforward ............................... 141 144
AMT credit carryforwards ............................ 74 74
Capital Loss Carryforward............................ -- --
Deferred income ..................................... -- (1)
Deferred expenses ................................... (1) (1)
Other, net .......................................... 6 13
Lease accounting .................................... (2) (1)
Foreign unremitted earnings ......................... -- --
----- -----
Gross deferred tax assets (liabilities) 379 393
Less: valuation allowance ........................... (379) (393)
----- -----
Net deferred tax liabilities ......................... $ -- $ --
===== =====

In connection with fresh-start accounting, Comdisco, Inc.'s assets and
liabilities were recorded at their respective fair market values. Deferred tax
assets and liabilities were recognized for the tax effects of the differences
between the fair values and the tax bases of the Company's assets and
liabilities. In addition, deferred tax assets were recognized for future use of
the company's net operating losses and other tax credits.

The Company's emergence from bankruptcy on July 31, 2002 for financial
statement purposes, constituted an ownership change under section 382 of the
Internal Revenue Code and the use of any of the Company's NOLs and tax credits
generated prior to the ownership change, that are not reduced pursuant to the
provisions discussed above, will be subject to an overall annual limitation.
However, the Company has provided a valuation allowance for the entire value of
the net operating loss as it does not foresee utilizing the carryforwards in the
future.

For financial reporting purposes, the Company has approximately $52 million
of foreign net operating loss carryforwards, most of which have no expiration
date. The Company has recognized a valuation allowance of $18 million to offset
this deferred tax asset. At September 30, 2006, the Company has available for
U.S. federal income tax purposes the following carryforwards (in millions):

Year Net
scheduled operating
to expire loss
--------- ---------
2010 10
2019 17
2021 394
---------
382 Limit $ 421
=========
2022 $ 45
2023 257
2024 37
2025 34
---------
$ 373
=========

For U.S. federal income tax purposes, the Company has approximately $74
million of alternative minimum tax ("AMT") credit carryforwards available to
reduce regular taxes in future years. AMT credit carryforwards do not have an
expiration date. The use of the Company's alternative minimum tax credits will
be subject to the Section 382 limitation discussed above. As such, the Company
has recognized a valuation allowance of $74 million to offset this deferred tax
asset.

The Company undergoes audits by foreign, state and local tax jurisdictions.
As of September 30, 2006, no material assessments have been made by these tax
authorities.
44

Note 11 - Equity Securities

On February 23, 2004, the Company announced that its subsidiary, Comdisco,
Inc., entered into agreements (collectively, the "Agreements") with Windspeed
for the ongoing management and liquidation of Comdisco Ventures, Inc.'s warrant
and equity investment portfolio. The Agreement includes substantially all of the
Company's warrant and equity investment portfolio. Windspeed is entitled to
certain fixed and declining management fees. Additionally, Windspeed shares in
the net receipts from the sale of the Company's investments in equity securities
at various percentages. The Company has received approximately $47 million in
proceeds since the inception of the management agreement with Windspeed.
Windspeed has received a combined $7.0 million in management fees and sharing as
of September 30, 2006. Management fees are expensed when incurred, and realized
gains on the sale of Equity Securities are reduced by sharing amounts under the
management agreement. Copies of the Amended and Restated Limited Liability
Company Agreement of Comdisco Ventures Fund A, LLC (the former Comdisco
Ventures, Inc.), dated as of February 20, 2004 by and among Comdisco, Inc.,
Windspeed and Comdisco Ventures Fund B, LLC and the Limited Liability Company
Agreement of Comdisco Ventures Fund B, LLC, dated as of February 20, 2004, by
and among Comdisco, Inc., Windspeed and Windspeed Acquisition Fund, L.P. were
filed with the SEC on a Form 8-K pursuant to Item 5 on February 23, 2004. As
reported on Form 8-K filed by the company on April 11, 2006, the management
agreement was extended for an additional two years, to February 20, 2009. As a
result of the Agreements, the ongoing management of the Company's equity
investments in private companies is being provided by Windspeed.

Marketable equity securities:

The Company's available-for-sale security holdings were as follows (in
millions):
Gross Gross
unrealized unrealized Market
Cost gains losses value
---- ---------- ---------- ------
September 30, 2006 $ - $ 4 $ - $ 4
September 30, 2005 $ - $ 5 $ - $ 5

Changes in the valuation of available-for-sale securities are included as
changes in the unrealized holding gains (losses) in accumulated other
comprehensive income. At September 30, 2006, the Company held securities in six
publicly-traded companies: Akamai Technologies, Inc., Shutterfly.com, Inc.,
Taleo Inc., The Loopnet, Inc., The Knot, and AutoTradeCenter, Inc. Each of these
holdings are subject to lock-up periods, which restrict the Company's ability to
sell in the near term but not greater than one year. The Company's practice is
to sell its marketable equity securities within a reasonable period of time
after the lock-up period ends. Additionally, as of the date of this filing, the
Company owns warrants that are out of the money in approximately six public
companies and holds minor positions in approximately two other public companies.
The Company subsequently liquidated its holding in two public companies: Taleo
Inc. and The Knot.

Realized gains or losses are recorded on the trade date based upon the
difference between the proceeds and the cost basis determined using the specific
identification method. Net realized gains are included in revenue in the
consolidated statements of earnings. During the fiscal year ended September 30,
2006, the Company received $8 million in proceeds and realized a gain of $8
million on the sale of marketable equity securities.

Equity investments in private companies:

The Company's policy for equity investments in privately held companies,
which are primarily non-quoted investments, is, in consultation with Windspeed,
to regularly review the assumptions underlying the operating performance and
cash flow forecasts in assessing the carrying value of $3 million at September
30, 2006 and $4 million at September 30, 2005. The Company identifies and
records impairment losses on equity securities when market and customer specific
events and circumstances indicate the carrying value might be impaired. All
write-downs are considered permanent impairments for financial reporting
purposes. Write-downs of equity securities was approximately $.2 million and $1
million during fiscal years 2006 and 2005, respectively.

Note 12 - Common Stock and Other Comprehensive Income

When the Company emerged from bankruptcy, 4,200,000 shares of new common
stock were issued. As of September 30, 2006, the Company had 4,029,369 shares of
common stock outstanding and 170,631 shares of common stock held in treasury.

On November 17, 2006 the Company announced that its Board of Directors had
declared a cash dividend of $6.39 per share on the outstanding shares of its
Common Stock. The cash dividend was paid on December 12, 2006 to shareholders of
record on December 1, 2006. Consistent with past practices, the Company intends
to treat this and any future dividend distribution for federal income tax
purposes as part of a series of liquidating distributions in complete
liquidation of the Company.

The Company's Common Stock share amounts for basic and diluted earnings per
share calculations were as follows (in thousands):

Year ended September 30,
2006 2005 2004
----- ----- -----
Average common shares issued 4,200 4,200 4,200
Average common shares held
in treasury (169) (133) (3)
----- ----- -----
4,031 4,067 4,197
===== ===== =====

There are no adjustments to net earnings to common stockholders for basic
and diluted earnings per share calculations for any of the periods presented
above.

Components of other comprehensive earnings consists of the following (in
millions):

Year ended September 30,
2006 2005 2004
----- ----- -----

Foreign currency translation adjustments $ (3) $ 1 $ --
Unrealized gains (losses) on securities:
Unrealized holding gains arising
during the period 7 5 7
Reclassification adjustment for gains
included in earnings before
income taxes benefit (8) (8) (10)
----- ----- -----
Net unrealized losses before
income taxes (1) (3) (3)
Income taxes -- -- --
----- ----- -----
Net unrealized losses (1) (3) (3)
----- ----- -----
Other comprehensive loss (4) (2) (3)
Net earnings 15 29 23
----- ----- -----
Total comprehensive income $ 11 $ 27 $ 20
===== ===== =====

Accumulated other comprehensive loss presented below and in the
accompanying consolidated balance sheets consists of the following (in
millions):

SUCCESSOR Unrealized
Foreign gain on Unrealized Accumulated
currency available- gain on other
translation for-sale derivative comprehensive
adjustment securities instruments income (loss)
----------- ----------- ----------- -------------

Balance at September 30, 2004 $ 2 $ 8 $ -- $ 10
Pretax amount 1 (3) -- (2)
Income taxes -- -- -- --
----------- ----------- ----------- -------------
Balance at September 30, 2005 3 5 -- 8
Pretax amount (3) (1) -- (4)
Income taxes -- -- -- --
----------- ----------- ----------- -------------
Balance at September 30, 2006 $ -- $ 4 $ -- $ 4
=========== =========== =========== =============

Note 13 - Employee Benefit Plans

The Company's Retirement Plan covered substantially all domestic employees.
Effective March 31, 2004, the Comdisco Board of Directors approved the
termination of the Comdisco Retirement Plan. Other than a final forfeiture
contribution made in July, 2004, no further employee or employer contributions
have been made to the Retirement Plan. A request with the IRS was filed to
ensure that the Retirement Plan remains "qualified" for distribution upon its
termination. On July 8, 2005, the IRS determined that the termination of the
Retirement Plan does not adversely affect its qualification for federal tax
purposes. All participant accounts were distributed from the Comdisco Retirement
Plan as of December 31, 2005. On August 10, 2005, the Retirement Plan
Administrator on behalf of the Retirement Plan filed a claim in the Securities
Litigation (See Item 3. Legal Proceedings). On June 7, 2006, the Retirement Plan
received funds from the settlement in the amount of $199,258. As of November 6,
2006, Mercer Trust Company, as the administrator of the Comdisco Retirement
Plan, at the direction of the Company, is in the process of notifying and
distributing the Settlement Funds (net of fees and expenses) to the eligible
Retirement Plan participants.

Note 14 - Fair Value of Financial Instruments

The estimated fair value of the Company's financial instruments are as
follows as of September 30 (in millions):

2006 2005
----------------- -----------------
Carrying Fair Carrying Fair
amount value amount value
-------- ----- -------- -----
Assets:
Unrestricted cash and cash equivalents $ 97 $ 97 $ 103 $ 103
Marketable equity securities .......... 4 4 5 5
Equity investments in private companies 3 20 4 23

Fair values were determined as follows:

The carrying amounts of cash and cash equivalents approximates fair value
because of the short-term maturity of these instruments.

In accordance with the provisions of SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," marketable equity securities (equity
securities having a readily determinable fair value) have a carrying value and a
fair value based on quoted market prices. The Company's investment in warrants
of public companies were valued at the bid quotation. The Company's practice is
to sell its marketable equity securities upon the expiration of the lock-up
period.

Equity investments in private companies consist primarily of small
investments in approximately one hundred private companies and are primarily
non-quoted securities. Quoted securities are also included in this account if
there are restrictions on the sale of securities for one year or more. Common
stock and preferred stock investments are carried at the lower of cost or fair
market value in the Company's financial statements. Warrants in non-public
companies are carried at zero value. These investments are subject to
significant volatility and are difficult to value. The fair value of the
Company's equity investments in private companies, including warrants, was
determined in consultation with Windspeed based on a variety of factors,
including, but not limited to, quoted trading levels for publicly-traded
securities in similar industries and/or markets, industry and company multiples,
industry acceptance in the market place, liquidity discounts due to lock ups,
estimated revenue, and customer, product and market share growth by the
respective companies in the portfolio. Substantially all of these factors are
outside the control of the Company and are subject to significant volatility.
There can be no assurance that the Company will be able to realize the estimated
fair market value. Furthermore, the current estimated fair market value is
subject to significant concentration risk, since as of September 30, 2006,
95 percent of the estimated fair market value of the entire portfolio is
concentrated in 15 individual companies and approximately 68 percent of the
estimated amount is in three individual companies.

Note 15 - Quarterly Financial Data (Unaudited)

Summarized quarterly financial data for the fiscal years ended
September 30, 2006 and 2005, are as follows (in millions except per share data):

Quarter ended
---------------------------------------------------------------------
December 31, March 31, June 30, September 30,
--------------- --------------- --------------- ---------------
2006 2005 2006 2005 2006 2005 2006 2005
------ ------ ------ ------ ------ ------ ------ ------

Total revenue $ 7 $ 17 $ 8 $ 9 $ 6 $ 7 $ 7 $ 4
Earnings from continuing
operations 1 9 5 11 3 4 6 2
Earnings (loss) from discontinued
operations -- -- -- -- (A) - 3 - -
------ ------ ------ ------ ------ ------ ------ ------
Net earnings to common
stockholders $ 1 $ 9 $ 5 $ 11 $ 3 $ 7 $ 6 $ 2
====== ====== ====== ====== ====== ====== ====== ======
Earnings from continuing
operations-diluted $ 0.22 $ 2.20 $ 1.21 $ 2.77 $ 0.73 $ 1.00 $ 1.46 $ 0.34
Earnings (loss) from discontinued
operations -- 0.04 (0.02) (0.18) 0.04 0.85 (0.02) 0.02
------ ------ ------ ------ ------ ------ ------ ------
Net earnings per common
share-diluted $ 0.22 $ 2.24 $ 1.19 $ 2.59 $ 0.77 $ 1.85 $ 1.44 $ 0.36
====== ====== ====== ====== ====== ====== ====== ======
(A) - Second quarter actual of $541 thousand rounded down for the purposes of this filing.

Note 16 - Other Financial Information

Legally restricted cash represents cash and cash equivalents that are
related to the Company's employee incentive compensation plans, and cash and
cash equivalents held in escrow or in similar accounts to ensure indemnification
obligations of the Company. Legally restricted cash is comprised of the
following at September 30, 2006 and September 30, 2005 (in millions):

2006 2005
----- -----
Incentive compensation escrow $ 1 $ 1
Other 4 4
----- -----
$ 5 $ 5
===== =====

Other liabilities at September 30 were as follows (in millions):

2006 2005
----- -----
Accrued compensation $ 1 $ 2
CDRs 43 46
Other -- 1
----- -----
Total other $ 44 $ 49
===== =====

The liability for accrued compensation includes payroll and estimated
amounts payable under the Company's Bankruptcy court approved compensation
plans.

From October 2005 to September 2006, the Company made payments to holders
of CDRs totaling approximately $10 million. CDR expense was approximately $7
million for fiscal 2006. Accordingly, the liability for CDRs has decreased from
$46 million to $43 million from September 30, 2005 to September 30, 2006,
respectively.
48

Management has adopted a methodology for estimating the amount due to CDR
holders following the provisions of Statement of Financial and Accounting
Standards No. 5, Accounting For Contingencies ("SFAS No. 5"). Under SFAS No. 5,
a liability must be booked that is probable and reasonably estimatable as of the
balance sheet date.

The amount due to CDR holders is based on the amount and timing of
distributions made to former creditors of the Company's predecessor, Comdisco,
Inc., and is impacted by both the value received from the orderly sale or
run-off of Comdisco Holding's assets and the resolution of Disputed Claims still
pending in the bankruptcy estate of Comdisco, Inc. The amount does not reflect
any potential recoveries and distributions by the litigation trustee to the
general unsecured creditors. Such additional recoveries and distributions, if
any, are neither probable nor reasonably estimable at this time.

The Company is not able to definitively estimate either the ultimate value
to be received for the remaining assets or the final resolution of the remaining
Disputed Claims. Accordingly, the Company does not forecast these outcomes in
calculating the liability. Instead, the liability calculation uses the Company's
book equity value as the basis for remaining asset value, reduced for estimated
operating expenses and increased for the estimated fair market value of the
remaining property held for sale. During the fiscal year ending September 30,
2006, the Company continues to forecast its operating expenses to allow for
projected costs related to the ongoing SIP claim litigation and the projected
duration of the ongoing liquidations of the Company's remaining assets.

In addition, the liability for CDRs is calculated assuming Disputed Claims
are either: 1) allowed at the amount estimated for the Disputed Claim, or; 2)
allowed at an approved amount where a settlement agreement or Bankruptcy court
order exists ("Approved Claims"). Any estimates exceeding the Approved Claims
would be considered disallowed for purposes of the CDR liability. The amounts
due to CDR holders will be greater to the extent that Disputed Claims are
disallowed. The disallowance of a Disputed Claim results in a distribution from
the Disputed Claims Reserve to previously allowed creditors that is entirely in
excess of the minimum percentage recovery threshold, above which recoveries to
general unsecured creditors are shared with CDR holders. In contrast, the
allowance of a Disputed Claim results in a distribution to a newly allowed
creditor that is only partially in excess of the minimum percentage recovery
threshold.

Estimated Disputed Claims consisted of $37 million as of December 1, 2006.
The Disputed Claim Reserve consisted of $39 million in cash and approximately
40,000 shares of Common Stock. $35 million of the $37 million remaining
estimated Disputed Claims have been disallowed in full or in part by the Company
either through a settlement with certain parties, or the issuance of a
Bankruptcy court order, leaving approximately $2 million unresolved at the date
of this filing. These $2 million in estimated Disputed Claims have been
considered allowed for purposes of the CDR liability. If the $2 million is
ultimately ruled as disallowed, the CDR liability would increase by
approximately $1 million.

Approximately $35 million of the $37 million disallowed estimated Disputed
Claims are either under appeal as of the date of this filing or held by
Bankruptcy court order pending resolution of other matters. Any adverse
appellate ruling may materially reduce the CDR liability as of September 30,
2006 and could negatively impact future CDR distributions. If the $35 million is
ultimately ruled as allowed, the CDR liability would be reduced by approximately
$16 million. See Recent Developments for an update on pending appeals of certain
claim denials.

Note 17 - Operations by Geographic Areas

The following table presents total revenue by geographic location based on
the location of the Company's offices (in millions):

Year ended September 30,
2006 2005
----- -----
North America $ 28 $ 36
Europe -- 1
----- -----
$ 28 $ 37
===== =====

The following table presents total assets and cash by geographic location
based on the location of the Company's offices as of September 30 (in millions):

2006 2005
------------- ------------
Total Total
Assets Cash Assets Cash
------ ---- ------ ----
North America $ 110 $102 $ 116 $105
Europe -- -- 8 3
Pacific Rim -- -- 1 --
------ ---- ------ ----
Total $ 110 $102 $ 125 $108
====== ==== ====== ====

49
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(1) Evaluation of Disclosure Controls and Procedures

Randolph I. Thornton, the sole officer of the Company, has evaluated the
effectiveness of the Company's disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based on such evaluation, the
Company's sole officer has concluded that, as of the end of such period, the
Company's disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis, information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act.

(2) Management Report on Internal Control Over Financial Reporting

As of March 31, 2006, the last business day of the Company's most recently
completed second fiscal quarter, the Company determined that it no longer
remained an "accelerated filer" and that it is considered a "nonaccelerated
filer" in accordance with Rule 12b-25(3)(iii) of the Exchange Act. Accordingly,
the Company will not be required to include a report by management assessing the
effectiveness of its internal controls over financial reporting or an auditor's
attestation report until it files its Annual Report on Form 10-K for the fiscal
year ending on or after July 15, 2007. The SEC has recently proposed extending
the deadline for management's report to December 15, 2007 and the deadline for
an auditor's attestation report to December 15, 2008. The Company will continue
to monitor the SEC's final rules adopting the proposal and any other applicable
SEC guidance regarding nonaccelerated filers' compliance with the Section 404
internal control over financial reporting requirements of the Sarbanes-Oxley Act
of 2002.

(3) Change in Internal Controls

There have not been any changes in the Company's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

As discussed in Part I above, all the individuals serving on the Board of
Directors resigned their position as directors on August 12, 2004 except for
Randolph I. Thornton who has continued on as sole director. Also, on the same
date, all the officers of the Company resigned their respective officer
positions. Before resigning their positions as directors, the Board of Directors
appointed Randolph I. Thornton as Chief Executive Officer, President and
Secretary of the Company. Mr. Thornton's appointment as the Company's Initial
Disbursing Agent also became effective at this time. As Initial Disbursing
Agent, Mr. Thornton has assumed the roles and responsibilities performed by the
former Board of Directors and officers of the Company, including all measures
which are necessary to complete the administration of the reorganized Debtors'
Plan and Chapter 11 cases. The Company's Board of Directors took this action as
the next step in the wind down of operations pursuant to the Plan. Because the
Company's equity securities are not listed on any stock exchange or traded on
Nasdaq, the Company is not required to comply with the corporate governance
requirements mandated by stock exchanges, Nasdaq and the Securities and Exchange
Commission.

Sole Officer and Director

Randolph I. Thornton (Age 61 - Director since August 2002)

Effective August 12, 2004, Mr. Thornton was appointed Chief Executive
Officer, President and Secretary of the Company as well as Initial Disbursing
Agent and sole director. Prior to his retirement in January 2004, he was a
managing director and senior credit officer of Citigroup, Inc. where he managed
hundreds of corporate reorganization matters in a thirty-three year career. He
is currently a member of the board of directors of Churchill Financial Holdings
LLC. He also serves as non-executive Chairman for National Energy & Gas
Transmission, Inc. and Core-Mark International, Inc. He is also a member of the
Advisory Board of XRoads Solutions Group, LLC.

Audit Committee Financial Expert

Until August 12, 2004, the Audit Committee of the Board of Directors was
comprised entirely of independent outside directors. Since August 12, 2004, Mr.
Thornton has been performing the functions of the Audit Committee. Mr. Thornton
qualifies as an "audit committee financial expert" as defined in Item 401(h) of
Regulation S-K, but is not considered independent as that term is used in Item
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934. The
Company is not required to have a three-person audit committee consisting of
independent directors because its equity securities are not listed on a stock
exchange or traded on Nasdaq.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our director and executive
officer, and persons who beneficially own more than 10 percent of a registered
class of our equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of our Common Stock and any
changes in that ownership with the SEC. Based solely on our review of copies of
the reports filed with the SEC and written representations of our director and
officer, we believe all persons subject to Section 16(a) reporting filed the
required reports on time in fiscal year 2006.

Code of Ethics

On July 31, 2006, the Company updated and made effective its revised Code
of Conduct for its employees and its Code of Conduct Applicable to The Chief
Executive Officer and Authorized Representatives. Copies are available on the
Company's website. Any waivers from the Codes of Conduct, or amendments thereto,
by the Company will be disclosed through its website at www.comdisco.com and in
future filings. To date, the Company has granted no such waivers.

51
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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

This table shows the compensation earned by Randolph I. Thornton, the
Company's sole officer and current Chief Executive Officer, President, and
Secretary. The person named in this table and in this section is referred to as
the "named executive officer."

Long-Term
Annual Compensation Compensation
------------------------------------------------ ------------
Payouts
Other under non-
Annual stock price- All Other
Name and Principal Compensation based plans Compensation
Position Year Salary($) Bonus($) ($) ($) ($)
- --------------------- ---- -------- -------- ------------ ------------ ------------

Randolph I. Thornton 2006 -- -- 105,100 (1) -- --
Chief Executive 2005 -- -- 138,700 (2) -- --
Officer, President 2004 -- -- 83,900 (3) -- --
and Secretary
- ----------------------------------------------------------------------------------------------------------

(1) Amount reflects total payments earned by Mr. Thornton for 2006 pursuant
to the Disbursing Agent Agreement. Mr. Thornton is not an employee of
the Registrant.

(2) Amount reflects total payments earned by Mr. Thornton for 2005 pursuant
to the Disbursing Agent Agreement.

(3) Amount reflects total payments earned by Mr. Thornton from June 2004
through September 2004 pursuant to the Disbursing Agent Agreement.

Option/SAR Grants/Exercises in the Last Fiscal Year

The Company does not have any stock option plans available to employees.
Accordingly, no stock options or stock appreciation rights ("SARs") were
outstanding or aggregated by the named executive officer in fiscal 2006. The
Company does not plan to issue any options or SARs in the foreseeable future.

Bankruptcy Court-Approved Compensation Plans: Management Incentive and Stay
Bonus Plans

The Bankruptcy Court-Approved Compensation Plans remain in effect for the
remaining seven employees. These plans serve an essential dual purpose of
retaining and motivating the remaining employees.

Specifically, the Management Incentive Plan (the "MIP") was designed to
retain key employees and give them incentive to maximize the value of the
assets. The Stay Bonus Plan was designed to retain essential support and
professional staff. These compensation plans were approved by the Bankruptcy
court on June 18, 2002 with a retroactive effective date of April 1, 2002. (The
MIP and Stay Bonus Plan comprise the "Compensation Plans," which were
incorporated by reference to Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 filed
with the Company's Annual Report on Form 10-K dated September 30, 2002, as filed
with the Commission on January 14, 2003, file No. 0-49968.) In addition, on
October 3, 2003, the Board of Directors approved non-material adjustments to
some components of the MIP. The Board of Directors also approved a Special
Performance Bonus Plan for certain key individuals, none of whom were
executives, in the Stay Bonus Plan effective October 1, 2003 and, effective
April 1, 2004, all remaining Stay Bonus participants, none of whom were
executives, became eligible to participate in the Special Performance Bonus
Plan.

The Stay Bonus Plan is a retention program that covered three U.S.
employees for all or part of the period October 1, 2005 through September 30,
2006 and was designed to retain essential support and professional personnel who
assist managers and key employees most directly responsible for the success of
the Plan. Eligible participants under this compensation plan accrue one week's
salary for each two weeks of work. The accrued benefit was paid in four
quarterly installments each year on or about February 15, May 15, August 15, and
November 15. The total cost of the Stay Bonus Plan was $91,000 for the period
October 1, 2005 until September 30, 2006. Historically, one-half of each bonus
was placed in an account for the future benefit of the employee. The Company
discontinued this process in August 2004 because aggregate withheld balances
combined with severance benefits were significant enough to serve its purpose of
retaining the employee. The Company continues to hold $68,000 for the future
benefit of three Stay Bonus Plan participants as of September 30, 2006.

52
<page>
Historically, the MIP was tailored to provide appropriate levels of
compensation to key employees in each of the Company's business units as well as
at the corporate level. Previously, the MIP consisted of two performance based
elements: an Upside Sharing element and a Semiannual Bonus element. As of
September 30, 2006, the Company utilizes only the Semiannual Bonus component of
the MIP, which is intended to provide adequate compensation for retention and
motivation of key corporate employees through the remainder of the Company's
wind down of operations. Employees who voluntarily terminate their employment
prior to their respective payment dates under the MIP or who are terminated for
cause are not eligible for any payments from this plan. Historically, one-half
of each bonus was placed in an account for the future benefit of the employee.
Except for one MIP participant hired in fiscal year 2006, the Company
discontinued the withholding process in August 2004 because the aggregate
withheld balances combined with severance benefits were significant enough to
serve its purpose of retaining the employee. The Company continues to hold
$360,000 for the future benefit of four MIP participants as of September 30,
2006.

The Special Performance Bonus Plan was designed to provide goal oriented
incentives to certain employees who are not participants in the MIP.

The following table presents compensation earned and deferred in fiscal
2006 for participants in the Semiannual Bonus Plan, Stay Bonus Plan and Special
Performance Bonus Plan. Amounts reflect payment adjustments made to the MIP
bonus plans in accordance with the Bankruptcy court approved compensation plans.

Bonus Plan Participants (#) Total Earned ($) Total Paid ($) Total Deferred ($)
- -------------------------- ---------------- --------------- -------------- ------------------

MIP (Semiannual Bonus Plan) 5 (1) $ 1,004,773 $ 981,129 $ 23,643
Stay Bonus Plan 3 91,178 91,178 --
Special Performance Bonus Plan 3 70,416 70,416 --

--------------- -------------- ------------------
Totals $ 1,166,367 $ 1,142,723 $ 23,643
=============== ============== ==================
- --------------------------------------------------------------------------------------------------------------------

(1) One MIP participant terminated employment March 30, 2006.

Long-Term Incentive Plans - Awards in Last Fiscal Year

There were no long-term incentive plan awards made to the named executive
officer in fiscal 2006. Mr. Thornton was not a participant in any of the Bonus
Plans.

Defined benefit or actuarial plan disclosure.

Not applicable.

53
<page>

Compensation of Directors

The Disbursing Agent's compensation for fiscal year ended September 30,
2006 is shown on the executive compensation table shown above. He received no
additional compensation for serving as the Director in 2006.

In fiscal 2006, the Compensation Committee of the Board of Directors met
three times.

Report of the Compensation Committee

The purpose of the Compensation Committee is to ensure that the employees
of the Company and its wholly-owned subsidiaries were compensated effectively in
a manner consistent with the stated compensation strategy of the Company in
furtherance of the Plan and requirements of the appropriate regulatory bodies.
Per the charter, which was updated on July 31, 2006 to reflect the
implementation of the Initial Disbursing Agreement, the duties and
responsibilities of the committee included (but were not limited to): (a)
reviewing the Company's compensation strategy, (b) reviewing and approving, as
appropriate, bonus recommendations for the remaining employees of the Company,
and (c) reviewing employee benefit plans of the Company.

SUBMITTED BY RANDOLPH I. THORNTON

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Common Stock Owned by Certain Beneficial Owners

The following table reflects the number of shares of Common Stock
beneficially owned on December 1, 2006 by all persons whom we know to be
beneficial owners of 5 percent or more of our Common Stock, based on a review of
public filings.

Stockholders Owning at Least 5 percent of the Company's Common Stock

Shares Percent of
Name and Address Beneficially Owned Class
----------------------------------- ------------------ -----
Berkshire Hathaway, Inc. (1)
1440 Kiewit Plaza
Omaha, Nebraska 68131 1,523,446 37.81%

Davidson Kempner Partners (2)
885 Third Avenue
New York, New York 10022 946,753 23.50%

Horizon Asset Management, Inc. (3)
470 Park Avenue South
New York, NY, 10016 256,807 6.12%

Kinetics Asset Management, Inc. (4)
470 Park Avenue South
4th Floor South,
New York, NY, 10016 229,111 5.50%

(1) The information with respect to 1,523,446 shares of Common Stock
beneficially owned by Berkshire Hathaway, Inc. is based on a Report on
Schedule 13F-HR dated September 30, 2006 and filed with the SEC on
November 14, 2006.

(2) The information with respect to 946,753 shares of Common Stock
beneficially owned by Davidson Kempner Partners is based on a Report
on an amended Schedule 13 G dated and filed with the SEC on February
14, 2006.

(3) The information with respect to 256,807 shares of Common Stock
beneficially owned by Horizon Asset Management, Inc. is based on a
Report on Schedule 13G dated and filed with the SEC on April 21, 2006.

(4) The information with respect to 229,111 shares of Common Stock
beneficially owned by Kinetics Asset Management, Inc. is based on a
Report on Schedule 13G dated and filed with the SEC on April 21, 2006.

Common Stock Owned by Directors and Executive Officers

Mr. Thornton (who is the Company's sole officer and director) does not
beneficially own any shares of the Company's common stock in the Company as of
December 1, 2006. The address of the sole director and named executive officers
is c/o Comdisco Holding Company, Inc., 5600 North River Road, Rosemont, Illinois
60018.

Equity Compensation Plan Information

The Company has not reserved any equity securities for compensation to its
employees or its sole officer.

54
<page>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Disbursing Agent, Randolph I. Thornton had been a member of the
Company's Board of Directors and the Compensation Committee since August 2002,
was a Managing Director within the Institutional Recovery Management Department
within Citigroup until his retirement from Citigroup in February 2004. Citigroup
was a creditor of Comdisco, Inc. and Mr. Thornton was a co-chair of the
statutory creditors' committee. On September 30, 2002, as part of the initial
distribution to holders of allowed Class C-4 Claims conducted in accordance with
the Plan, Citigroup received approximately $35.3 million in cash, $6.3 million
and $10.3 million of Senior Notes and Subordinated Notes, respectively, and
66,521 shares of the Company's Common Stock. Citigroup adopted certain
procedures to govern disclosure by Mr. Thornton of the Company's confidential
information.

There was no indebtedness of management to the registrant during fiscal
2006.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Committee of the Board of Directors

The Audit Committee and the Board of Directors adopted a charter, setting
forth the structure, powers and responsibilities of the Audit Committee. The
Audit Committee met five times in fiscal 2006. Mr. Thornton, as sole director
and Initial Disbursing Agent, performed the functions of the Audit Committee
since for the entire fiscal 2006. The Company is not required to have a
three-person committee consisting of independent directors because its equity
securities are not listed on a stock exchange or trade on Nasdaq.

One of Mr. Thornton's primary responsibilities is to provide oversight of
the integrity of the Company's financial statements and financial reporting
process. To fulfill these oversight responsibilities, Mr. Thornton has reviewed
and discussed with management and the independent auditors the audited financial
statements included in the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 2006, and has reviewed and discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees, as amended. In
addition, Mr. Thornton received from the independent auditors written reports
disclosing that they are not aware of any relationships between the auditors and
the Company that, in their professional judgment, may reasonably be thought to
bear on their independence, consistent with Independence Standards Board
Standard Number 1, Independence Discussions with Audit Committees. Mr. Thornton
also reviewed and discussed with the independent auditors all relationships the
auditors have with the Company to determine and satisfy itself regarding the
auditors' objectivity and independence. Mr. Thornton has also considered whether
the provision of non-audit services by the independent auditors to the Company
for the most recent fiscal year and the fees and costs billed and expected to be
billed by the independent auditors for those services are compatible with
maintaining their independence.

Based on the review and discussions described in this report, Mr. Thornton
determined that the Company's audited consolidated financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2006, for filing with the SEC.

Mr. Thornton, as sole director and Disbursing Agent, appointed KPMG LLP as
independent auditors for the Company for the fiscal year 2007.

55
<page>
Principal Accountant Audit Fees and Services Fees

The following table describes fees for professional audit services rendered
by KPMG, the Company's principal accountant, for the audit of our annual
financial statements for the years ended September 30, 2006 and September 30,
2005 and fees billed for other services rendered by KPMG during those periods.

Type of Fee 2006 2005
- ---------------------- ---------- ----------
Audit Fees (1) $ 290,000 $ 378,000
Audit Related Fees -- --
Tax Fees (2) 107,204 316,400
All Other Fees -- --
- ---------------------- ---------- ----------
Total $ 397,204 $ 694,400
========== ==========

(1) Audit Fees, including those for statutory audits, include the
aggregate fees paid by the Company during the fiscal year indicated
for professional services rendered by KPMG for the audit of the
Company's annual financial statements and review of financial
statements included in the Company's Forms 10-Q.

(2) Tax Fees include the aggregate fees paid by the Company during the
fiscal year indicated for professional services rendered by the
principal accountant for tax compliance, tax advice and tax planning.

Procedures For Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditor

Pursuant to its charter, the Audit Committee of Comdisco Holding Company's
Board of Directors is responsible for reviewing and approving, in advance, any
audit and any permissible non-audit engagement or relationship between Comdisco
and its independent auditors. Mr. Thornton, as sole director and Initial
Disbursing Agent, has assumed that responsibility. KPMG's engagement to conduct
the audit of Comdisco Holding Company, Inc. was approved by the Audit Committee.
Additionally, each permissible non-audit engagement or relationship between
Comdisco and KPMG has been reviewed and approved by the Audit Committee, as
provided in its charter.

We have been advised by KPMG that all of the work done in conjunction with
its audit of Comdisco Holding Company's financial statements for the most
recently completed fiscal year was performed by permanent full time employees
and partners of KPMG.

56
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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) List of documents filed as part of this report:

1. Financial Statements

See Index to Financial Statements contained in Item 8, Financial Statements
and Supplementary Data, above.

2. Financial Statement Schedules

All Financial Statement Schedules have been omitted because (i) the
required information is not present in amounts sufficient to require submission
of the schedule, (ii) the information required is included in the Financial
Statements or the Notes thereto or (iii) the information required in the
schedules is not applicable to the Company.

3. Exhibits

The following exhibits are filed herewith or are incorporated by reference
to exhibits previously filed with the Commission:

Exhibit No. Description of Exhibit
- ----------- -----------------------------------------------------------------
2.1 Joint Plan of Reorganization of Comdisco, Inc. and its Affiliated
Debtors and Debtors in Possession (Incorporated by reference to
Exhibit 99.3 filed with Comdisco, Inc.'s Current Report on Form
8-K dated April 26, 2002, as filed with the Commission on May 10,
2002, File No. 1-7725).

2.2 First Amended Joint Plan of Reorganization of Comdisco, Inc. and
its Affiliated Debtors and Debtors in Possession (Incorporated by
reference to Exhibit 2.2 filed with Comdisco, Inc.'s Current
Report on Form 8-K dated July 30, 2002, as filed with the
Commission on August 9, 2002, File No. 1-7725).

2.3 Findings of Fact, Conclusions of Law, and Order Under 11 U.S.C.
ss.ss.1129(a) and (b) and Fed. R. Bankr. P. 3020 Confirming the
First Amendment Plan of Reorganization of Comdisco, Inc. and its
Affiliated Debtors and Debtors in Possession (Incorporated by
reference to Exhibit 2.1 filed with Comdisco, Inc.'s Current
Report on Form 8-K dated July 30, 2002, as filed with the
Commission on August 9, 2002, File No. 1-7725).

3.1 Certificate of Incorporation of Registrant, dated August 8, 2002
and as amended August 12, 2004 (Filed herewith)

3.2 By-Laws of Registrant, adopted as of August 9, 2002 (Incorporated
by reference to Exhibit 3.2 filed with the Company's Annual
Report on Form 10-K dated September 30, 2002, as filed with the
Commission on January 14, 2003, File No. 0-49968).

4.1 Rights Agent Agreement between the Registrant and Mellon Investor
Services L.L.C., as Rights Agent, dated as of August 12, 2002
(Incorporated by reference to Exhibit 4.5 filed with the
Company's Annual Report on Form 10-K dated September 30, 2002, as
filed with the Commission on January 14, 2003, File No. 0-49968)

10.1* Motion, dated as of May 24, 2002, and Order, dated as of June 18,
2002, Pursuant to 11 U.S.C. Sections 105(a) and 363(b)(1)
Approving and Authorizing the Debtors' Stay Bonus Plan and
Management Incentive Plan, dated June 18, 2002 (Incorporated by
reference to Exhibit 10.1 filed with the Company's Annual Report
of Form 10-K dated September 30, 2002, as filed with the
Commission on January 14, 2003, File No. 0-49968).

10.2* First Letter from Ronald C. Mishler to the Official Committee of
Unsecured Creditors of Comdisco, Inc., dated May 29, 2002
(Incorporated by reference to Exhibit 10.2 filed with the
Company's Annual Report of Form 10-K dated September 30, 2002, as
filed with the Commission on January 14, 2003, File No. 0-49968).

10.3* Second Letter from Ronald C. Mishler to the Official Committee of
Unsecured Creditors of Comdisco, Inc., dated July 3, 2002
(Incorporated by reference to Exhibit 10.3 filed with the
Company's Annual Report of Form 10-K dated September 30, 2002, as
filed with the Commission on January 14, 2003, File No. 0-49968).

57
<page>
10.4 Motion for an Order in Furtherance of the First Amended Joint
Plan of Reorganization of Comdisco, Inc. and its Affiliates
Seeking Authority to Complete the Administration of the
Reorganized Debtors' Reorganization Plan and Chapter 11 Cases,
dated February 17 2004, (Incorporated by reference to Exhibit
99.2 filed with the Company's Report on Form 8-K dated February
17, 2004, as filed with the Commission on February 18, 2004, File
No. 0-49968)

10.5 Amended and Restated Limited Liability Company Agreement of
Comdisco Ventures Fund A, LLC, dated as of February 20, 2004, by
and among Comdisco, Inc., Windspeed Acquisition Fund GP, LLC and
Comdisco Ventures Fund B, LLC (Incorporated by reference to
Exhibit 99.1 filed with the Company's Report on Form 8-K dated
February 23, 2004, as filed with the Commission on February 23,
2004, File No. 0-49968)

10.6 Limited Liability Company Agreement of Comdisco Ventures Fund B,
LLC, dated as of February 20, 2004, by and among Comdisco, Inc.,
Windspeed Acquisition Fund GP, LLC and Windspeed Acquisition
Fund, L.P (Incorporated by reference to Exhibit 99.2 filed with
the Company's Report on Form 8-K dated February 23, 2004, as
filed with the Commission on February 23, 2004, File No. 0-49968)

10.7* Disbursing Agent Agreement. (Incorporated by reference with the
Company's Report on 10-K dated December 14, 2004 as filed with
the commission on December 14, 2004, File No. 0-49968.)

10.8 Second Amended and Restated Limited Liability Company Agreement
of Comdisco Ventures Fund A, LLC, dated as of April 11, 2006, by
and among Comdisco, Inc., Windspeed Acquisition Fund GP, LLC and
Comdisco Ventures Fund B, LLC (Incorporated by reference to
Exhibit 10.1 filed with the Company's Report on Form 8-K dated
April 11, 2006, as filed with the Commission on April 11, 2006,
File No. 0-49968)

10.9 Amended and Restated Limited Liability Company Agreement of
Comdisco Ventures Fund B, LLC, dated as of April 11, 2006, by and
among Comdisco, Inc., Windspeed Acquisition Fund GP, LLC and
Windspeed Acquisition Fund, L.P. (Incorporated by reference to
Exhibit 10.2 filed with the Company's Report on Form 8-K dated
April 11, 2006, as filed with the Commission on April 11, 2006,
File No. 0-49968)

11.1 Statement re computation of per share earnings (Filed herewith).

21.1 Subsidiaries of the registrant (Filed herewith).

31.1 Certification of Chief Executive Officer Pursuant to Rule
13a-14(a0 and Rule 15d-14(a) of the Exchange Act, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed
herewith).

32.1 Certification of the Chief Executive Officer and Principal
Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Furnished herewith).
- --------------------------------------------------------------------------------
* Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

COMDISCO HOLDING COMPANY, INC.

Dated: December 15, 2006 By: /s/ Randolph I. Thornton
----------------------------------
Name: Randolph I. Thornton
Title: Chief Executive Officer and
President
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities indicated on December 15, 2006.

SIGNATURE DATE

/s/ Randolph I. Thornton December 15, 2006
- ---------------------------------
Name: Randolph I. Thornton
Title: Chief Executive Officer and
President
(Principal Financial and
Accounting Officer)
Sole Director