COMDISCO INC
10-Q, 1996-07-30
COMPUTER RENTAL & LEASING
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                 [X] Quarterly Report Pursuant to Section 13 or
                  15(d) of the Securities Exchange Act of 1934
                  For the quarterly period ended June 30, 1996

                                       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 1-7725

                I.R.S. Employer Identification Number 36-2687938

- --------------------------------------------------------------------------------
                                 COMDISCO, INC.
- --------------------------------------------------------------------------------

                            (a Delaware Corporation)
                              6111 North River Road
                            Rosemont, Illinois 60018
                            Telephone: (847) 698-3000


                          Name of each Number of shares
                     Title of exchange on outstanding as of
                    each class which registered June 30, 1996
                    ---------- ---------------- -------------

                Common stock, New York Stock Exchange 50,371,511
                      $.10 par value Chicago Stock Exchange


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 XX No .
                                       1

<PAGE>



Comdisco, Inc. and Subsidiaries

INDEX

                                                                           Page
                                                                           ----
PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements (Unaudited)


    Consolidated Statements of Earnings and Retained Earnings --
      Three and Nine Months Ended June 30, 1996 and 1995......................3

    Consolidated Balance Sheets --
      June 30, 1996 and September 30, 1995....................................4

    Consolidated Statements of Cash Flows --
      Nine Months Ended June 30, 1996 and 1995................................5

    Notes to Consolidated Financial Statements................................7



  Item 2.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations......................................9



PART II.  OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K..................................12


SIGNATURES...................................................................13





                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION
Comdisco, Inc. and Subsidiaries
CONSOLIDATED  STATEMENTS  OF EARNINGS  AND  RETAINED  EARNINGS  (UNAUDITED) 
(in millions  except per share  data)
For the Three and Nine  Months  Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>



                                                                      Three Months Ended        Nine Months Ended
                                                                          June 30                   June 30
                                                                          --------                 ---------
                                                                                                       
                                                                         1996       1995       1996       1995
                                                                         ----       ----       ----       ----
<S>                                                                   <C>        <C>        <C>        <C>
Leasing
     Operating ....................................................   $   349    $   291    $   995    $   812
     Direct financing .............................................        37         44        116        137
     Sales-type ...................................................        54         53        143        210
                                                                      -------    -------    -------    -------
        Total leasing .............................................       440        388      1,254      1,159

   Sales ..........................................................        54         74        179        269
   Business continuity and network services .......................        83         68        231        197
   Other ..........................................................        15          9         39         31
                                                                      -------    -------    -------    -------
     Total revenue ................................................       592        539      1,703      1,656
                                                                      -------    -------    -------    -------

Costs and expenses
   Leasing
     Operating ....................................................       266        214        750        597
     Sales-type ...................................................        38         35         97        156
                                                                      -------    -------    -------    -------
        Total leasing .............................................       304        249        847        753

   Sales ..........................................................        45         62        145        225
   Business continuity and network services .......................        72         60        201        176
   Selling, general and administrative ............................        60         58        180        172
   Interest .......................................................        64         68        194        206
                                                                      -------    -------    -------    -------
     Total costs and expenses .....................................       545        497      1,567      1,532
                                                                      -------    -------    -------    -------

Earnings before income taxes ......................................        47         42        136        124
Income taxes ......................................................        18         16         52         47
                                                                      -------    -------    -------    -------
Net earnings  before preferred dividends ..........................        29         26         84         77
Preferred dividends ...............................................        (2)        (2)        (6)        (6)
                                                                      -------    -------    -------    -------
Net earnings  to common stockholders ..............................   $    27    $    24    $    78    $    71
                                                                      =======    =======    =======    =======

Retained earnings at beginning of period ..........................   $   808    $   721    $   764    $   681
Net earnings  to common stockholders ..............................        27         24         78         71
Cash dividends paid on common stock ...............................        (4)        (3)       (11)       (10)
                                                                      -------    -------    -------    -------    
Retained earnings at end of period ................................   $   831    $   742    $   831    $   742
                                                                      =======    =======    =======    =======

Net earnings per common and common equivalent share:
      Net earnings  to common stockholders ........................   $   .51    $   .44    $  1.47    $  1.28
                                                                      =======    =======    =======    =======

Cash dividends paid per common share ..............................   $   .07    $   .06    $   .21    $   .18
                                                                      =======    =======    =======    =======
</TABLE>


See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

Comdisco, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in millions except number of shares)
<TABLE>
<CAPTION>



                                                                      June 30  September 30
                                                                       1996       1995 
                                                                       ----       ---- 
                                                                    (unaudited)(audited)
<S>                                                                 <C>        <C>

ASSETS
Cash and cash equivalents .......................................   $    24    $    85
Cash - legally restricted .......................................        20         30
Receivables, net ................................................       163        176
Inventory of equipment ..........................................       155        133
Leased assets:
  Direct financing and sales-type ...............................     1,748      1,968
  Operating (net of accumulated depreciation) ...................     2,601      2,107
                                                                    -------    -------
    Net leased assets ...........................................     4,349      4,075
Buildings, furniture and other, net .............................       150        163
Other assets ....................................................       407        377
                                                                    -------    -------
                                                                    $ 5,268    $ 5,039
                                                                    =======    =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable ...................................................   $ 1,077    $   661
Term notes payable ..............................................       275        507
Senior and subordinated debt ....................................     1,541      1,289
Accounts payable ................................................       166        111
Income taxes ....................................................       275        244
Other liabilities ...............................................       293        227
Discounted lease rentals ........................................       850      1,124
                                                                    -------    -------
                                                                      4,477      4,263
                                                                    -------    -------
Stockholders' equity:
  Preferred stock $.10 par value ................................
    Authorized 100,000,000 shares:
       8.75% Cumulative Preferred Stock, Series A and B .........
       $25 stated value and liquidation preference ..............
       3,562,600 shares  issued
      (3,625,800 at September 30, 1995) .........................        89         91
  Common stock $.10 par value ...................................
    Authorized 200,000,000 shares issued 72,476,480 shares
    (71,936,982 at September 30, 1995) ..........................         7          5
  Additional paid-in capital ....................................       162        154
  Deferred compensation (ESOP) ..................................        (5)        (8)
  Deferred translation adjustment ...............................         5         13
  Retained earnings .............................................       831        764
                                                                    -------    -------
                                                                      1,089      1,019
  Common stock held in treasury, at cost; 22,104,969 shares
   (19,666,386 shares at September 30, 1995) ....................      (298)      (243)
                                                                    -------    ------- 
      Total stockholders' equity ................................       791        776
                                                                    -------    -------
                                                                    $ 5,268    $ 5,039
                                                                    =======    =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

Comdisco, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in millions)
Nine Months Ended June 30, 1996 and 1995

Increase (decrease) in cash and cash equivalents:
<TABLE>
<CAPTION>

                                                                         1996       1995
                                                                         ----       ----
<S>                                                                    <C>        <C>

Cash flows from operating activities:
   Operating lease and other leasing receipts .....................   $ 1,123    $   934
   Direct financing and sales-type leasing receipts ...............       700        718
   Leasing costs, primarily rentals paid ..........................       (27)       (28)
   Sales ..........................................................       186        258
   Sales costs ....................................................       (90)      (135)
   Business continuity and network services receipts ..............       230        208
   Business continuity and network services costs .................      (128)      (159)
   Other revenue ..................................................        39         31
   Selling, general and administrative expenses ...................      (168)      (176)
   Interest .......................................................      (186)      (200)
   Income taxes ...................................................       (11)        (7)
                                                                      -------    -------
     Net cash provided by operating activities ....................     1,668      1,444
                                                                      -------    -------

Cash flows from investing activities:
   Equipment purchased for leasing .................................   (1,717)    (1,438)
   Investment in business continuity and network services facilities      (51)        (6)
   Other ...........................................................      (35)       (14)
                                                                       ------     ------ 
     Net cash used in investing activities ........................    (1,803)    (1,458)
                                                                       ------     ------ 

Cash flows from financing activities:
   Discounted lease proceeds ......................................       193        236
   Net increase in notes payable ..................................       416        197
   Issuance of term notes and senior notes ........................       409        954
   Maturities and repurchases of term notes and senior notes ......      (389)      (765)
   Principal payments on secured debt .............................      (467)      (530)
   Decrease  in legally restricted cash ...........................        10         16
   Preferred stock repurchased ....................................        (2)        (6)
   Common stock repurchased and placed in treasury ................       (60)       (80)
   Dividends paid on common stock .................................       (11)       (10)
   Dividends paid on preferred stock ..............................        (6)        (6)
   Other ..........................................................       (19)        11
                                                                      -------    -------
     Net cash provided by (used) by financing activities ..........        74         17
                                                                      -------    -------

Net increase (decrease) in cash and cash equivalents ..............       (61)         3
Cash and cash equivalents at beginning of period ..................        85         51
                                                                      -------    -------
Cash and cash equivalents at end of period ........................   $    24    $    54
                                                                      =======    =======
</TABLE>

See accoumpanying notes to consolidated financial statements.

                                                                
                                       5

<PAGE>


Comdisco, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) -- CONTINUED
(in millions)

Nine Months Ended June 30, 1996 and 1995

<TABLE>
<CAPTION>

                                                                1996     1995 
                                                                ----     ---- 
Reconciliation of net earnings  to net cash
provided by operating activities:
<S>                                                           <C>      <C>

Net earnings ..............................................   $   84   $   77

Adjustments to reconcile net earnings  to
net cash provided by operating activities:

    Leasing costs, primarily
      depreciation and amortization .......................      820      725
    Leasing revenue, primarily principal portion of
      direct financing and sales-type lease rentals .......      569      493
    Cost of sales .........................................       55       90
    Interest ..............................................        8        6
    Income taxes ..........................................       41       40
    Other - net ...........................................       91       13
                                                              ------   ------
                  Net cash provided by operating activities   $1,668   $1,444
                                                              ======   ======


Supplemental schedule of noncash financing activities:

  Common stock issued in acquisition of Netforce MTI ......   $    9   $ --
                                                              ======   ======  
</TABLE>

See accompanying notes to consolidated financial statements.








                                       6

<PAGE>


         Comdisco, Inc. and Subsidiaries
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
         June 30, 1996 and 1995

         1.    Basis of Presentation

         The accompanying  unaudited consolidated financial statements have been
         prepared in accordance with generally  accepted  accounting  principles
         for interim financial statements and with the instructions to Form 10-Q
         and Rule 10-01 of Regulation S-X. Accordingly,  they do not include all
         of the  information  and  disclosures  required by  generally  accepted
         accounting principles for annual financial  statements.  In the opinion
         of  management,   all  adjustments   (consisting  of  normal  recurring
         accruals)  considered  necessary  for a  fair  presentation  have  been
         included. For further information,  refer to the consolidated financial
         statements and notes thereto included in the Company's Annual Report on
         Form 10-K for the year ended September 30, 1995.

         The  balance  sheet at  September  30, 1995 has been  derived  from the
         audited financial statements included in the Company's Annual Report on
         Form 10-K for the year ended September 30, 1995.

         Legally  restricted cash represents cash and cash  equivalents that are
         restricted  solely for use as collateral in secured  borrowings and are
         not available to other creditors.

         2.       Interest-Bearing Liabilities

         At June 30, 1996,  the Company had $1.3  billion of available  domestic
         and international borrowing capacity under various lines of credit from
         commercial   banks   and   commercial   paper   facilities,   of  which
         approximately $200 million was unused.

         The average daily borrowings  outstanding  during the nine months ended
         June 30, 1996 were approximately $3.6 billion,  with a related weighted
         average  interest  rate  of  7.03%.  This  compares  to  average  daily
         borrowings during the first nine months of fiscal 1995 of approximately
         $3.7 billion, with a related weighted average interest rate of 7.25%.

         3.       Senior Notes

         In October,  1995, the Company filed a Registration Statement on Form
         S-3 with the Securities and Exchange  Commission for a shelf offering
         (the  "Shelf  Offering")  of  up  to  $750  million  of  senior  debt
         securities with terms to be set at the time of each sale. Pursuant to
         the Shelf  Offering,  the Company on January 12, 1996 designated $400
         million of  medium-term  notes.  On February 15,  1996,  the Company,
         pursuant to the Shelf  Offering,  issued $250  million in 5.75% Notes
         due  February 15,  2001.  The net proceeds of the sale of  securities
         under  the  Shelf  Offering  have  been  used for  general  corporate
         purposes.

         At June 30, 1996, an aggregate of $325 million of  medium-term  notes
         remain  available  for  issuance  under the Shelf  Offering  and $100
         million remains undesignated under the Shelf Offering.


         4.       Common Stock

         On July 24,  1996,  the Board of  Directors  declared a quarterly  cash
         dividend of $.07 per common  share to be paid on  September  3, 1996 to
         common stockholders of record as of August 2, 1996.

 
                                      7
<PAGE>
         During the quarter ended June 30, 1996, the Company  purchased  149,500
         shares of its common stock at an  aggregate  cost of  approximately  $4
         million. At June 30, 1996, the Company had a remaining authorization of
         approximately  $31 million to purchase  common stock. On July 24, 1996,
         the Board of Directors  authorized an  additional  $100 million for the
         Company's  repurchase plan. An additional 473,200 shares were purchased
         between June 30, 1996 and July 22, 1996 at a cost of $12 million.

         5.       Earnings  Per Common Share

         Average common and common equivalent  shares  outstanding for the three
         months  ended June 30, 1996 and 1995 were  53,320,411  and  54,861,801,
         respectively.  Average common and common equivalent shares  outstanding
         for the nine months  ended June 30, 1996 and 1995 were  53,375,506  and
         55,312,557, respectively.

         Earnings per common and common  equivalent  share  reflects the assumed
         exercise of stock options that would have a dilutive effect on earnings
         per common share if exercised.


                                       8

<PAGE>



         Comdisco, Inc. and Subsidiaries

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         Net Earnings
         ------------
         The  increase in net  earnings in the three and nine months  ended June
         30, 1996  compared to the year  earlier  periods is due to increases in
         earnings  contributions from operating leases, and business  continuity
         activities,  offset by decreases in earnings  contributions from direct
         financing leases and remarketing activities.  Earnings per share in the
         current year periods  benefited  from the  Company's  stock  repurchase
         program,  which  has  reduced  the  average  common  equivalent  shares
         outstanding.

         Equipment Volume
         ----------------
         Leasing  volume  in the  three  and nine  months  ended  June 30,  1996
         increased  as compared to the year earlier  periods.  Cost of equipment
         placed on lease was $701  million  during  the  quarter  ended June 30,
         1996.  This  compares  to cost of  equipment  placed  on  lease of $518
         million and $580 million  during the  quarters  ended June 30, 1995 and
         March 31,  1996,  respectively.  During the nine months  ended June 30,
         1996, cost of equipment  placed on lease totaled $1.8 billion  compared
         to $1.6 billion during the nine months ended June 30, 1995. Among other
         factors,  the continued  growth of the Company's  electronic  equipment
         group,  which  targets the worldwide  semiconductor  chip-manufacturing
         market,  had a favorable impact on volume both domestically and in Asia
         in the current year  periods  compared to the prior year  periods.  The
         Company's   distributed   systems   activities  also  had  year-to-year
         increases in equipment  volume.  In Europe,  equipment  volume declined
         compared to the prior year periods.  Equipment  volume in the Company's
         medical  equipment  group also  declined,  reflecting a continued  soft
         market for new  equipment  in the  health  care  industry.  Remarketing
         activity,  which is an important  contributor  to  quarterly  earnings,
         declined compared to the year earlier periods. The Company believes the
         reduction in remarketing activity reflects, in part, delays in hardware
         acquistion   decisions  by  customers  pending  release  of  additional
         information  concerning  capabilities and delivery  schedules of recent
         product announcements from major mainframe manufacturers. Additionally,
         strong  remarketing  in prior  years,  coupled  with  equipment  volume
         declines in fiscal 1993 and 1994,  resulted in less equipment available
         for remarketing in the current year.

         The Company's  disaster recovery segment expanded during fiscal 1996 to
         include the results of NetforceMTI,  a network services business, which
         was acquired in December 1995 for shares of the Company's  common stock
         valued at  approximately  $9 million.  Additionally,  during the latter
         part of the  second  quarter,  the  Company  acquired  the  assets  and
         contracts  of the disaster  recovery  division of CSC  Compusource  for
         approximately $9 million.  The disaster  recovery business has expanded
         significantly  since its infancy in the 1980's and now  encompasses far
         more than the raised floor mainframe  environment that gave rise to the
         industry.  The development of wide area networks,  local area networks,
         client/server technologies, workflow automation and other technologies,
         coupled with the importance of workstations and telecommunications, has
         changed the industry.  Reflecting  this change,  the Company  refers to
         this business segment as business continuity.


         Three months ended June 30, 1996
         --------------------------------
         Total revenue for the three months ended June 30, 1996 was $592 million
         compared  to $539  million in the prior  year  quarter.  Total  leasing
         revenue of $440 million for the quarter ended June 30, 1996 

                                       9
<PAGE>
         represented an increase of 13% compared to the year earlier  period.  
         Total leasing revenue  was $418 million in the second quarter of fiscal
         1996.  The increase  in total  leasing  revenue in the current  quarter
         compared  to  the  prior  year  quarter  is  due  to a  20% increase in
         operating  lease revenue.

         Operating lease revenue minus operating lease cost was $83 million,  or
         23.8% of operating lease revenue (the "Lease Margin  Percentage"),  and
         $77 million,  or 26.5% of operating lease revenue,  in the three months
         ended June 30, 1996 and 1995, respectively.

         Revenue from business  continuity and network  services  activities for
         the three  months  ended June 30, 1996 and 1995 was $83 million and $68
         million,  respectively, a 22% increase. Cost of business continuity and
         network  services  activities  for the three months ended June 30, 1996
         was $72  million  and $60  million,  respectively,  20%  increase.  The
         current year quarter includes the results of operations of NetforceMTI,
         which the Company  acquired in December,  1995.  NetforceMTI  increased
         both revenue and expenses by approximately $8 million.

         Other revenue for the three months ended June 30, 1996 and 1995 was $15
         million  and  $9  million,  respectively.  Revenue  from  the  sale  of
         ownership  positions  generated in conjunction with the Company's lease
         financing  transactions with early-stage high technology  companies was
         $3 million and $3 million in the three  months  ended June 30, 1996 and
         1995,  respectively.  The current year  quarter  includes $2 million of
         gains  generated  from the sale of stock,  originally  received  by the
         Company in fiscal 1993 in connection with the sale of all of the assets
         of its wholly-owned subsidiary, Comdisco Systems, Inc.

         Total costs and expenses of $545 million for the quarter ended June 30,
         1996 represented a 10% increase compared to the prior year period.  The
         increase is primarily due to increased leasing costs, primarily related
         to increasing  operating lease revenue,  and the growth of the business
         continuity services.

         Cost of sales for the three  months  ended June 30,  1996 and 1995 were
         $45 million and $62  million,  respectively.  Margins on sales were 17%
         and 16% in the quarters ended June 30, 1996 and 1995, respectively.

         Interest  expense for the three  months ended June 30, 1996 totaled $64
         million in comparison to $68 million in the quarter ended June 30, 1995
         and $65 million in the quarter  ended March 31,  1996.  The decrease in
         interest expense compared to the year earlier period primarily reflects
         reduced interest rates and lower average daily borrowings.

         Nine Months Ended June 30, 1996
         -------------------------------
         Total  revenue was $1.70  billion and $1.65 billion for the nine months
         ended June 30, 1996 and 1995,  respectively.  Leasing  revenue was $1.3
         billion and $1.2  billion  for the nine months  ended June 30, 1996 and
         1995, respectively. Increases in operating lease revenue were offset by
         decreases  in  sale-type  lease  revenue.  Revenue  from  the  sale  of
         ownership  positions  generated in conjunction with the Company's lease
         financing  transactions with early-stage high technology  companies was
         $9 million  and $7 for the nine  months  ended June 30,  1996 and 1995,
         respectively. Other revenue for the nine months ended June 30, 1996 and
         1995 also  includes $6 million and $3 million,  respectively,  of gains
         generated from the sale of stock, originally received by the Company in
         fiscal  1993 in  connection  with the sale of all of the  assets of its
         wholly-owned subsidiary, Comdisco Systems, Inc.

         Total  costs and  expenses of $1.57  billion for the nine months  ended
         June 30,  1996,  represented  an  increase  of 2% over the  comparative
         period of the prior  year.  The  increase  is  primarily  due to higher
         operating lease costs resulting from increased operating lease revenue,
         offset by lower sales costs due to lower sales revenue.

         The Lease Margin  Percentage  was $245  million,  or 24.6% of operating
         lease revenue,  and $215 million,  or 26.5% of operating lease revenue,
         in the nine months ended June 30, 1996 and 1995, respectively.
                                       10
<PAGE>

         Interest  expense was $194  million for the nine months  ended June 30,
         1996 as  compared  to $206  million for the year  earlier  period.  The
         decrease in interest expense is primarily due to reduced interest rates
         and a reduction  in average  daily  borrowings  (see Note 2 of Notes to
         Consolidated Financial Statements).

         Financial Condition
         -------------------
         The Company's current financial resources and estimated cash flows from
         operations are considered  adequate to fund  anticipated  future growth
         and operating requirements. The Company utilizes a variety of financial
         instruments to fund its short and long-term needs.

         Capital  expenditures  for  equipment  are  generally  financed by cash
         provided by operating  activities,  recourse  debt, or by assigning the
         noncancelable lease rentals to various financial  institutions at fixed
         interest  rates on a  nonrecourse  basis.  Cash  provided by  operating
         activities  for the nine months  ended June 30, 1996 was $1.7  billion,
         compared to $1.4 billion for the year earlier period.  Cash provided by
         operations   has  been  used  to  finance   equipment   purchases  and,
         accordingly,  had a positive impact on the level of borrowing  required
         to support the Company's investment in its lease portfolio. The Company
         expects  this  trend to  continue,  with  cash flow  from  leasing  and
         remarketing reinvested in the equipment portfolio.

         Note on Forward-Looking Information
         -----------------------------------
         Certain  statements in this Form 10-Q and in the future  filings by the
         Company  with  the  Securities  and  Exchange  Commission  and  in  the
         Company's  written and oral  statements made by or with the approval of
         an authorized executive officer constitute "forward-looking statements"
         within the  meaning of Section  27A of the  Securities  Act of 1933 and
         Section 21E of the  Securities  Exchange  Act of 1934,  and the Company
         intends  that such  forward-looking  statements  be subject to the safe
         harbors created thereby. The words "believe", "expect" and "anticipate"
         and similar  expressions  identify  forward-looking  statements.  These
         forward-looking  statements  reflect the  Company's  current views with
         respect to future events and financial performance,  but are subject to
         many uncertainties and factors relating to the Company's operations and
         business  environment which may cause the actual results of the Company
         to be materially different from any future results expressed or implied
         by such  forward-looking  statements.  Examples  of such  uncertainties
         include,  but are not  limited  to,  changes  in  customer  demand  and
         requirements,   mix  of  leases  written,  new  product  announcements,
         interest  rate  fluctuations,  changes in  federal  income tax laws and
         regulations,  competition,  unanticipated  expenses  and  delays in the
         integration of newly-acquired businesses, industry specific factors and
         world wide economic and business conditions.  The mix of leases written
         in a quarter is a result of a combination  of factors,  including,  but
         not limited to, changes in customer  demands and/or  requirements,  new
         product  announcements,  price  changes,  changes  in  delivery  dates,
         changes in maintenance  policies and the pricing  policies of equipment
         manufacturers,  and price  competition from other lessors.  The Company
         undertakes   no   obligation   to   publicly   update  or  revise   any
         forward-looking  statements  whether  as a result  of new  information,
         future events or otherwise.

                                       11
<PAGE>


         Item 6. Exhibits and Reports on Form 8-K.
         a)  Exhibits:

Exhibit No.                                 Description of Exhibit
- -----------                                 ----------------------
3.01             Restated Certificate of Incorporation of Registrant dated 
                 February 12, 1998

                 Incorporated  by  reference  to  Exhibit  4.1  filed  with  the
                 Company's Registration Statement on Forms S-8 and S-3, File No.
                 33-20715, filed March 8, 1988.


3.02             By-Laws of Registrant as amended through November 18, 1987

                 Incorporated  by  reference  to  Exhibit  3.5  filed  with  the
                 Company's  Annual Report fro the year ended  September 30, 1987
                 on Form 10-K, File No. 1-7725.

3.03             Certificate  of  Designations  with respect to the  Company's 8
                 3/4% Cumulative  Preferred  Stock,  Series A, as filed with the
                 Secretary of State of Delaware on September 18, 1992

                 Incorporated  by  reference  to  Exhibit  4.1  filed  with  the
                 Company's  Current Report on Form 8-K dated September 17, 1992,
                 as filed with the Commission October 9, 1992, File No. 1-7725.

 3.04            Certificate  of  Designations  with respect to the Company's 
                 8 3/4%  Cumulative  Preferred  Stock, Series B, as filed with 
                 the Secretary of the State of Delaware on July 2, 1994.

                 Incorporated  by  reference  to  Exhibit  4.1  filed  with  the
                 Company's  Current  Report on Form 8-K dated June 30, 1994,  as
                 filed with the Commission July 21, 1994, File No. 1-7725.

  4.01           Shareholder  Rights  Agreement  dated  November  18,  1987,  as
                 amended and restated as of November 7, 1994,  between Comdisco,
                 Inc. and Chemical  Bank,  as Rights  Agent,  which  includes as
                 Exhibit A thereto the Form of Rights Certificate

                 Incorporated  by  reference  to  Exhibit  4.1  filed  with  the
                 Company's Current Report on Form 8-K, filed on December 6,1994,
                 File No. 1-7725.

4.02             Indenture  Agreement  between  Registrant and Yasuda Bank and
                 Trust Company  (U.S.A.),  as Trustee dated as of 
                 December 1, 1995

                 Incorporated  by  reference  to  Exhibit  4.1  filed  with  the
                 Company's Current Report on Form 8-K dated January 12, 1996, as
                 filed with the Commission on January 17, 1996, File No. 1-7725,
                 the copy of the Indenture  dated as of December 1, 1995 between
                 the  Registrant and Yasuda Bank and Trust Company  (U.S.A),  as
                 Trustee

11               Computation of Earnings Per Common Share

12               Ratio of Earnings to Fixed Charges

27               Financial Data Schedule

b)  Reports on Form 8-K:

         None

                                       12
<PAGE>



         SIGNATURES


         Pursuant to the  requirements  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, INC.

                                                                 Registrant






         Date:  July 30, 1996                     /s/ John J. Vosicky
                                                  -------------------
                                                  John J. Vosicky
                                                  Executive Vice President and
                                                  Chief Financial Officer






                                       13




Comdisco, Inc. and Subsidiaries                                       Exhibit 11

COMPUTATION OF EARNINGS PER COMMON SHARE
(in millions except per share data)

Average shares used in computing net earnings  per common and common equivalent 
share were as follows:

<TABLE>
<CAPTION>

                                                                             Three Months  Nine Months
                                                                                ended         ended
                                                                               June 30       June 30
                                                                              ---------      -------
                                                                               1996  1995  1996  1995
                                                                               ----  ----  ----  ----

<S>                                                                             <C>   <C>   <C>   <C>

Average shares outstanding ..................................................     50    53     51    54

Effect of dilutive options ..................................................      3     2      2     1
                                                                                ----  ----   ----  ----

   Total ....................................................................     53    55     53    55
                                                                                ----  ----  ----- -----
Net earnings  to
    common stockholders .....................................................   $ 27  $ 24  $  78 $  71
                                                                                ====  ====  ===== ===== 
Net earnings  per common and
    common equivalent share .................................................   $.51  $.44  $1.47 $1.28
                                                                                ====  ====  ===== =====
</TABLE>


                                       14








Comdisco, Inc. and Subsidiaries                                      Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(dollars in millions)
<TABLE>
<CAPTION>


                                                                                Nine months
                                                                                   ended
                                                                                  June 30     For the years ended September 30,
                                                                                  -------     ---------------------------------
                                                                                1996   1995   1995   1994   1993   1992   1991
                                                                                ----   ----   ----   ----   ----   ----   ----
<S>                                                                             <C>    <C>    <C>    <C>    <C>    <C>    <C>

Fixed charges <F1>
  Interest expense ....................................................         $197   $209   $278   $266   $295   $355   $371

  Approximate portion of
    rental expense representative
    of an interest factor .............................................            6      9     11     13     22     29     37
                                                                                ----   ----   ----    ----  ----   ----   ----

  Fixed charges .......................................................          203    218    289    279    317    384    408

Earnings from continuing operations
  before income taxes and
  extraordinary item, and cumulative
   effect of change in accounting principle,
   net of preferred stock dividends ....................................         130    118    160     80    137     34    136
                                                                                ----   ----   ----   ----   ----   ----   ----

Earnings from continuing operations
  before income taxes, extraordinary
  item, cumulative effect of change
  in accounting principle, net of
  preferred stock dividends ............................................        $333   $336   $449   $359   $454   $418   $544
                                                                                ====   ====   ====   ====   ====   ====   ====

Ratio of earnings to fixed charges .....................................        1.64   1.54   1.55   1.29   1.43   1.09   1.33
                                                                                ====   ====   ====   ====   ====   ====   ====

Rental expense:
  Equipment subleases ..................................................        $ 12   $ 20   $ 22   $ 30   $ 57   $ 77   $103
  Office space, furniture, etc .........................................           6      6     10      8      8     10      9
                                                                                ----   ----   ----   ----   ----   ----   ----

     Total .............................................................        $ 18   $ 26   $ 32   $ 38   $ 65   $ 87   $112
                                                                                ====   ====   ====   ====   ====   ====   ====

     1/3 of rental expense .............................................        $  6   $  9   $ 11   $ 13   $ 22   $ 29   $ 37
                                                                                ====   ====   ====   ====   ====   ====   ====


<FN>
  <F1>Includes interest expense incurred by business continuity and network
   services and included in business continuity and network services expenses
   on the statements of earnings 

</FN>
</TABLE>



<TABLE> <S> <C>

<ARTICLE>                                                                      5
<LEGEND>
This Schedule contains summary financial information
extracted from the Quartlerly Report on Form 10-Q
for the quarter ended June 30, 1996 and is qualified
in its entirety by reference to such financial statments.
</LEGEND>
<CIK>                                                                 0000722487
<NAME>                                                            Comdisco, Inc.
<MULTIPLIER>                                                           1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    9-MOS
<FISCAL-YEAR-END>                                                    SEP-30-1996
<PERIOD-START>                                                       OCT-01-1995
<PERIOD-END>                                                         JUN-30-1996
<CASH>                                                                        24
<SECURITIES>                                                                   0
<RECEIVABLES>                                                                185
<ALLOWANCES>                                                                  22
<INVENTORY>                                                                  155
<CURRENT-ASSETS>                                                               0
<PP&E>                                                                         0
<DEPRECIATION>                                                                 0
<TOTAL-ASSETS>                                                             5,268
<CURRENT-LIABILITIES>                                                          0
<BONDS>                                                                    1,541
                                                          0
                                                                   89
<COMMON>                                                                       7
<OTHER-SE>                                                                   695
<TOTAL-LIABILITY-AND-EQUITY>                                               5,268
<SALES>                                                                    1,254
<TOTAL-REVENUES>                                                           1,703
<CGS>                                                                        847
<TOTAL-COSTS>                                                              1,373
<OTHER-EXPENSES>                                                               0
<LOSS-PROVISION>                                                               0
<INTEREST-EXPENSE>                                                           194
<INCOME-PRETAX>                                                              136
<INCOME-TAX>                                                                  52
<INCOME-CONTINUING>                                                           84
<DISCONTINUED>                                                                 0
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                                  78
<EPS-PRIMARY>                                                               1.47
<EPS-DILUTED>                                                               1.47
        


</TABLE>


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