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, 2012. 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 FIRST AMENDED JOINT PLAN OF REORGANIZATION (THE "PLAN") AND RESTRICTIONS CONTAINED IN THE COMPANY'S CERTIFICATE OF INCORPORATION (THE "CERTIFICATE"), 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. 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. CAPITALIZED TERMS USED BUT NOT DEFINED IN THE ANNUAL REPORT ON FORM 10-K HAVE THE MEANINGS AS DEFINED IN 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 continued to wind down during the fiscal year 2012. The Company's assets at September 30, 2012 consist primarily of cash and cash-equivalents, short-term investments and equity securities. The timing of collections on the sale of equity securities is uncertain. The equity securities portfolio requires liquidity events before certain of these assets can be converted to cash. The Company expects that proceeds from the disposition of equity securities may provide future cash flows in excess of the current carrying value of these assets. In addition, the Company, as a former lessor, has a few remaining leases in default whereby collection efforts are underway to support a recovery on those limited number of accounts. Receipts, if any, will be in excess of the carrying value of these assets because the related lease receivables were previously written-off.

Equity Investments: The Company holds common stock, preferred stock and warrants in other companies (collectively "Equity Investments"). 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. Any write-downs in the carrying value of such Equity Investments in private companies are considered permanent for financial reporting purposes. See Note 5 of Notes to Consolidated Financial Statements and "Critical Accounting Policies". It is management's expectation that the amount in private company investments ultimately realized on Equity Investments will, in the aggregate, exceed the amount reflected in the financial statements as of September 30, 2012, which is approximately $697,000 and includes an additional purchase of shares in the amount of $162,000, made during the quarter ended June 30, 2012, for Performance Marketing Brands, Inc. (f/k/a Ebates Shopping.com, Inc.) ("Ebates").

The Company estimates that the realizable value for its Equity Investments in private companies, net of transferred assets and sharing with Windspeed, at September 30, 2012 is approximately $5,166,000. The Company

does not hold shares in any public company. The following table summarizes the changes in the value of the Company's Equity Investments since September 30, 2011 (in thousands):

                                                                                        Private
                                                                Public Companies       Companies
                                                                     (1) (3)            (2) (3)
September 30, 2011 estimated realizable value                  $           208       $     2,145
Realized - net of fees                                                    (219 )             (28 )
Increase due to purchase of additional shares                                0               162
Increase in unrealized estimated value                                      11             2,887

September 30, 2012 estimated realizable value                  $             0       $     5,166

(1) Carrying value of public companies for financial statements is market value.
See Note 5 of Notes to Consolidated Financial Statements.

(2) Carrying value of private companies for financial statements is the lower of cost or fair value, or approximately $697,000. The increase in unrealized estimated value is a result of changes in marketability.

(3) Net of sharing with Windspeed and transferred assets pursuant to the new extended management agreement terms.

The Company's estimate of the fair value of its private company investments 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 a Current Report on Form 8-K filed by the Company on April 7, 2011, the Windspeed management agreement was extended on April 5, 2011 (with an effective date of February 21, 2011) until February 20, 2013. The Company currently anticipates that it will further extend the agreement. Under the terms of the current management agreement and any anticipated extension, Windspeed is not, and will not, be paid any management fees. In lieu of such management fee payment, 100% of any proceeds from certain companies in the portfolio go to Windspeed. As a result of such arrangement, and as of February 21, 2011, the Company established a prepaid expense in the amount of $131,000, representing the estimated fair market value of the companies for which Windspeed will be entitled to 100% of the proceeds and recognized a non-cash gain of $93,000 in the fiscal year ended September 30, 2011, representing the excess of the fair value of the companies over their respective cost basis. The Company has amortized $105,000 of the prepaid expense since the beginning of this agreement, which includes $65,000 amortized during the twelve months ended September 30, 2012.

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", 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 and recoveries on a limited number of accounts previously written off. Recoveries involve prior lessees or debtors now in bankruptcy and against whom the Company has filed and is pursuing claims to maximize its recoveries. 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." Additionally, the Company, periodically, recovers unclaimed property from various states.

Subsidiaries: The Company has significantly reduced the number of its domestic and international subsidiaries from ninety-four to four subsidiaries as of December 3, 2012. To the extent that such subsidiaries were Reorganized Debtors, the Company has closed the related estates.

Trust Assets and Litigation Trust

Pursuant to the Plan, the Litigation Trust is solely responsible for collecting from, and has filed lawsuits against, all SIP Participants who had not accepted relief. Any judgments against the SIP Participants, net of fees and expenses, 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 being conducted by the Litigation Trust.

Holders of CDRs will earn an amount resulting from any distributions from the net proceeds of Trust Assets to C-4 creditors in accordance with the Plan. The Litigation Trust is solely responsible for distributing the net proceeds from Trust Assets to C-4 creditors, while the Company is solely responsible for making CDR payments. The Company continues to maintain sufficient cash reserves for any potential CDR liability arising from any potential net distributions by the Litigation Trust. The outcome and the timing of the actual net distributions by the Litigation Trust 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 Recoveries by Litigation Trust on the Company's Obligation To Make Payments in Respect of Contingent Distribution Rights", "Uncertainties Inherent in the CDR Liability Calculation".

Emergence from Bankruptcy

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, 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. The Company paid no dividends during the fiscal year ended September 30, 2012 and paid a cash dividend of $3.1273 per share on the outstanding shares of its Common Stock (an aggregate distribution of approximately $12.6 million) in the fiscal year ended September 30, 2011. The Company made no payment to CDR holders in the fiscal year ended September 30, 2012 and made a cash payment of $0.04985 per CDR (an aggregate payment of approximately $7.4 million) to CDR holders in the fiscal year ended September 30, 2011. See Item 1, "General Terms of the Plan of Reorganization" and Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities". Because of the composition and nature of its remaining assets, the Company expects to generate funds from the sale or collection of its remaining assets at a decreasing rate over time.

The Company continues to maintain sufficient cash reserves for any potential additional CDR liability arising from any potential net distributions from the Litigation Trust to the C-4 creditors. The outcome and timing of the actual net distributions from the Litigation Trust will impact both the timing and the amount of future dividends and CDR payments. See Item 7 below for "Critical Accounting Policies" and Item 1A, "Risk Factors" for a discussion of the "Impact of Recoveries by Litigation Trust on the Company's Obligation To Make Payments in Respect of Contingent Distribution Rights", "Uncertainties Inherent in the CDR Liability Calculation".

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 collection 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, resolved all litigation 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 and completed all regulatory filings. At that point, the Company will cease operations.

Critical Accounting Policies

The Company's consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires the Company's management 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:

· CDRs and CDR Liability: The Plan entitled holders of Comdisco Holding's CDRs to share at increasing percentages in the proceeds realized from the monetization of the Company's assets based upon the present value of distributions to certain C-4 creditors pursuant to the bankruptcy estate of Comdisco, Inc.

The Company estimates the CDR liability based on the net equity of the Company after taking into consideration future operating costs and expenses, and other expected cash inflows in excess of book value, including estimated future interest income, estimated recoveries and any potential net distributions from the Litigation Trust which, as of the date of this filing, a reasonable estimate of future net distributions is not determinable. See the risk factors discussed in Item 1A, "Risk Factors", particularly the risks entitled "Uncertainties Inherent in the CDR Liability Calculation".

· Equity Investments In Private Companies: Equity investments in private companies consist primarily of small investments in approximately four private companies (the future proceeds of approximately fifteen of the portfolio companies were transferred to Windspeed under the new extended agreement). 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, which provides ongoing management of the Company's portfolio in equity investments, regularly estimates the value of investments in private companies and adjusts carrying values 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. At September 30, 2012, the carrying value of the Company's equity investments in private companies was approximately $697,000 and the estimated fair market value was approximately $5,166,000, net of sharing.

· Income Taxes: The Company establishes liabilities or reduces assets for uncertain tax positions when the Company believes certain tax positions are not more likely than not of being sustained if challenged. Each fiscal quarter, the Company evaluates these uncertain tax positions and adjusts the related tax assets and liabilities in light of changing facts and circumstances.

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 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, prior to the Company's emergence from bankruptcy on August 12, 2002, except where the context indicates otherwise.

Recent Developments

Equity Investments

During the quarter ended June 30, 2012, Performance Marketing Brands, Inc. (f/k/a Ebates Shopping.com, Inc.) ("Ebates") announced that it would raise an additional round of financing and the Company made an additional purchase of shares in the amount of $162,000. Ebates is held in the Company's equity investments in its private companies portfolio as of September 30, 2012 at a fair value estimate of $4,428,000, an increase of $3,094,000 from the September 30, 2011 year end fair value estimate. See the risk factors discussed in Item 1A, "Risk Factors" entitled "Uncertainties Inherent in the Determination of Fair Market Value of the Remaining Portfolio".

Bankruptcy Proceeding

The Company continues to appear before the Bankruptcy court from time to time to clarify and administer matters related to the Plan and the wind down of the operations of the Company. On June 28, 2011, the bankruptcy case of Comdisco, Inc., case no. 01-24795, was reassigned from Judge Bruce Black to Judge Jack Schmetterer. On November 5, 2012, during a scheduled status hearing before Bankruptcy Judge Schmetterer, legal counsels for the SIP defendants requested that the Judge participate in settlement discussions of the SIP litigation matters pending before the Federal and State courts. The counsels for the SIP defendants advised the Judge that a global settlement offer had been made to the Litigation Trust based upon the ability to pay and a litigation risk discount. Counsel for the Litigation Trust advised the Judge that some of the SIP defendants have not delivered their financial disclosures. Therefore, the Litigation Trustee could not properly evaluate the global settlement offer. The Judge concurred with the Litigation Trust counsel and strongly suggested to the SIP defendants' counsels that their clients make the requested financial disclosures. The Judge then set a further hearing for November 13, 2012.

At the hearing on November 13, 2012, Judge Schmetterer further instructed the SIP defendants' counsels to have their clients comply with the requests for financial disclosures by November 27, 2012 and set a hearing for that date. The Judge also advised them that, if the SIP defendants would not cooperate with meaningful financial disclosure, then he would not involve himself in attempting to mediate a settlement.

At the hearing on November 27, 2012, the counsels for the SIP defendants advised Judge Schmetterer that they had just turned over additional financial information to the Litigation Trust and that five of the SIP defendants, while wanting to participate in the global settlement, had refused to provide any additional financial disclosures. The counsel for the Litigation Trust informed the Judge that the additional information had been received that morning and the Litigation Trustee had not had sufficient time to evaluate it. The Judge set a hearing for December 6, 2012 and instructed the parties to discuss settlement in the interim. At the hearing on December 6, 2012, the judge closed the mediation proceedings to solely the parties and their attorneys and the mediation was conducted behind closed doors. The next mediation meeting is scheduled for January 4, 2013.

Litigation Trust Ongoing Litigation

The Plan and the litigation trust agreement provided that, under certain circumstances, subrogation rights that the Company may have against the SIP Participants who participated in the SIP and their respective promissory notes be placed in a trust for the benefit of the C-4 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 accept the SIP Relief (as defined in the Plan). The Company has a limited indemnification obligation to the litigation trustee under the litigation trust agreement. Nine of the SIP Participants filed personal bankruptcy. On February 4, 2005, the Litigation Trust commenced both state and federal lawsuits to collect on the remaining SIP Participants' promissory notes.

The Litigation Trust filed and a federal district court judge entered summary judgments (and amended judgments) against all but one of the SIP Participants who are defendants in the federal cases on their respective SIP promissory notes, and the Litigation Trust has commenced collection actions against them. Additionally, the federal district court judge has entered orders ordering that certain CDRs and related proceeds held by the estate of Comdisco, Inc. and Computershare (f/k/a BNY Mellon) (holder of CDRs) on behalf of those SIP Participants be turned over to the Litigation Trust. Pursuant to these orders, the Company has turned over CDRs and related proceeds and will continue to do so if additional orders are entered. The SIP Participants filed appeals on those judgments. A hearing before the U.S. Court of Appeals, Seventh Circuit (the "Seventh Circuit") on the summary

judgments in the federal case was held on April 6, 2010. The Seventh Circuit ruled on October 18, 2010 affirming rulings in favor of the Litigation Trust, but remanding certain fraud issues to the trial court. On November 1, 2010, the SIP defendants filed a petition for a hearing before the full appellate panel. The Litigation Trust filed a response to the petition on November 18, 2010. On June 28, 2011, the Seventh Circuit ruled vacating the summary judgments and remanding the cases for further proceedings. On October 18, 2011, a hearing was held before Judge Gettleman. A hearing was set for December 22, 2011 and the parties were also required to submit a joint status report on December 9, 2011. On December 22, 2011, a Rule 16 scheduling conference was set for January 13, 2012. On January 13, 2012, the judge set February 24, 2012 for both parties to tender responses to interrogatories and for both parties to exchange and provide to the court, lists of proposed depositions and subjects to be addressed. On March 2, 2012, Judge Gettleman entered an order setting the discovery cut-off date as November 29, 2012. On October 29, 2012, the SIP defendants filed a Motion for Extension of Discovery CutOff Date. This motion was heard on November 1, 2012 at which time Judge Gettleman granted the extension through January 30, 2013. On November 20, 2012, the Litigation Trust filed a motion to strike a jury demand, which had been filed by the SIP Participants. At a hearing on December 6, 2012, the judge continued this motion to be heard at a status hearing on February 1, 2013.

Magistrate Judge Nolan was presiding over the discovery proceedings in the federal court and has held various status hearings during the year ended September 30, 2012. On October 1, 2012, Magistrate Mary Rowland was assigned to these cases replacing Magistrate Nolan. On October 23, 2012, the Litigation Trust filed a Motion to Compel Defendants to Cooperate in Scheduling Depositions. On October 25, 2012, the Motion to Compel was granted and defendants were ordered to meet with plaintiffs by October 31, 2012 to set a deposition schedule. The next status hearing is set for February 1, 2013.

The Litigation Trust filed summary judgments against all of the SIP Participants who are defendants in the state cases. On December 18, 2009, the SIP Participants filed their response, and the Litigation Trust filed its reply on February 11, 2010. Three of the SIP Participants filed Cross Motions for Summary Judgment. A hearing in the Circuit Court of Cook County on all of the summary judgment motions in the state cases was held on May 12, 2010, and the judge granted the summary judgments in favor of the Litigation Trust and denied the various motions for summary judgments filed by the SIP Participants. On July 12, 2010, the SIP Participants filed a Motion for a Temporary Stay of Proceedings until the Seventh Circuit rules on the appeal of the federal judgments. The Litigation Trust filed its response to the Motion on July 28, 2010. On August 10, 2010, the judge granted a temporary stay of the proceedings until November 29, 2010. On November 29, 2010, the judge continued the proceedings until January 27, 2011. On January 27, 2011, Judge Sanjay Tailor was assigned to the matter. On September 14, 2011, the defendants filed a Motion to Vacate Summary Judgments and Motion for Reconsideration. At a hearing on September 21, 2011, the judge entered a Briefing Schedule Order for these motions and documents were tendered at a status hearing on January 24, 2012. On March 16, 2012, the judge denied in part and affirmed in part the Motion to Vacate Summary Judgments. A status hearing was held on June 14, 2012 and the judge gave the Litigation Trust permission to file an Amended Complaint. The judge set a discovery cut-off date of November 30, 2012. On July 27, 2012, the defendants filed their Motion to Dismiss. The Motion to Dismiss is fully briefed. On December 7, 2012, Judge Tailer held the hearing on the Motion to Dismiss. He granted the Motion to Dismiss and plaintiffs have until January 4, 2013 to file and serve an amended pleading. The matter is continued to January 11, 2013. At a status hearing on October 30, 2012, Judge Tailor set a further status hearing on November 7, 2012 at which he extended the discovery cut-off date until January 31, 2013.

In 2004 and 2005, sixty-nine SIP notes were transferred to the Litigation Trust. Of the sixty-nine SIP notes, nine SIP participants have filed personal bankruptcy, thirty-five of them have settled or otherwise resolved their obligation, and twenty-five cases remain active (six in the federal court and nineteen in the state court). As reported in the Thirty-Second Status Report of Comdisco Litigation Trustee, filed on October 31, 2012, the Litigation Trust did not reach any settlements in the quarter ended September 30, 2012.

For more details regarding the Litigation Trust and related proceedings, please refer to the quarterly reports filed by the Litigation Trust in the Bankruptcy court for more details. Any proceeds collected by the Litigation Trust, net of expenses, will be considered Trust Assets and distributed in accordance with the Plan and the litigation trust agreement.

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