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.~~	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
	For the year ended December 31, 2010
		For the year ended December 31, 2011
¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
	~~For the transition period from to~~	For the transition period from to

Commission File number 000-23842

ATEL Cash Distribution Fund V, L.P.

(Exact name of registrant as specified in its charter)

California	~~94-3165807~~	94-3165807
(State or other jurisdiction of	(I. R. S. Employer
(State or other jurisdiction of incorporation or organization)		(I. R. S. EmployerIdentification No.)
incorporation or organization)	Identification No.)

600 California Street, 6th Floor, San Francisco, California 94108-2733

(Address of principal executive offices)

Registrant’s telephone number, including area code: (415) 989-8800

Securities registered pursuant to section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Limited Partnership Units

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

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934. Yes ¨o No x

Indicate by a 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 ¨o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨x No ¨o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of 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

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

Large accelerated filer ¨o Accelerated filer ¨o Non-accelerated filer ¨o ~~Smaller reporting company x~~ (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨o No x

State the aggregate market value of voting stock held by non-affiliates of the registrant: Not applicable

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) Not applicable

The number of Limited Partnership Units outstanding as of February 2829, ~~2011~~2012 was 12,471,600.

DOCUMENTS INCORPORATED BY REFERENCE

None.

PART I

Item 1. BUSINESS

General Development of Business

ATEL Cash Distribution Fund V, L.P. (the “Partnership” or the “Fund”) was formed under the laws of the State of California in September 1992. The Partnership was formed for the purpose of engaging in the sale of limited partnership investment units and acquiring equipment to engage in equipment leasing and sales activities. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a California limited liability company. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

The Partnership conducted a public offering of 12,500,000 Limited Partnership Units (“Units”) at a price of $10 per Unit. On March 19, 1993, subscriptions for the minimum number of Units, 120,000, or $1.2 million, had been received. On that date, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). As of November 15, 1994, the Partnership had received and accepted subscriptions for 12,500,000, or $125 million in addition to the ~~Initial~~initial Limited Partners’ Units and the offering was terminated. As of December 31, ~~2010~~2011, 12,471,600 Units were issued and outstanding.

The Partnership’s principal objectives have been to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Partnership’s invested capital; (ii) generates distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), which ended December 31, 2000; and (iii) provides significant distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (“Partnership Agreement”).

Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (see Note 65 to the financial statements included in Item 8 of this report). AFS is required to maintain in the Partnership reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

As of December 31, ~~2010~~2011, the Partnership remains in the liquidation phase of its life cycle as defined in the Partnership Agreement.

Narrative Description of Business

The Partnership has acquired various types of equipment, and leases such equipment pursuant to Operating Leases or Full Payout Leases, whereby Operating Leases are defined as being leases in which the minimum lease payments during the initial lease term do not recover the full cost of the equipment and Full Payout Leases recover such cost. Guidelines provided by the offering indicated that no more than 25% of the aggregate purchase price of equipment would be subject to operating leases upon final investment of the net proceeds of the offering and that no more than 20% of the aggregate purchase price of equipment would be invested in equipment acquired from a single manufacturer.

The Partnership only purchased equipment under pre-existing leases or for which a lease would be entered into concurrently at the time of the purchase. The Partnership completed its acquisition phase with the investment of the net proceeds from the public offering of Units.

The Partnership’s objective has been to lease a minimum of 75% of the equipment acquired with the net proceeds of the offering to lessees that (i) had an average credit rating by Moody’s Investor Service, Inc. of Baa or better, or the credit equivalent as determined by AFS, with the average rating weighted to account for the original equipment cost for each item leased or (ii) were established hospitals with histories of profitability or municipalities. The balance of the original equipment portfolio could include equipment leased to lessees, which although deemed creditworthy by AFS, would not satisfy the general credit rating criteria for the portfolio. In excess of 75% of the equipment acquired with the net proceeds of the offering (based on original purchase cost) was originally leased to lessees with an average credit rating of Baa or better or to such hospitals or municipalities as described in (ii) above.

2AFS sought to limit the amount invested in equipment to any single lessee to not more than 20% of the aggregate purchase price of equipment owned at any time during the Reinvestment Period.

~~AFS sought to limit the amount invested in equipment to any single lessee to not more than 20% of the aggregate purchase price of equipment owned at any time during the Reinvestment Period.~~1

During ~~2010~~2011 and ~~2009~~2010, certain lessees generated significant portions (defined as 10% or more) of the Partnership’s total lease revenues as follows:

			Percentage of Total Lease Revenues
	Type of Equipment				Percentage of Total Lease Revenues
Lessee	~~Type of Equipment~~		~~2010~~		2011		~~2009~~		2010
Union Pacific Railroad Company	~~Railcars~~	Railcars		34	%	28	%	33	%	34	%
Central States	Railcars			26	%			25	%
Central States Enterprises		Railcars				23	%			26	%
Interstate Commodities	~~Railcars~~	Railcars		14	%	21	%	14	%	14	%
Union Carbide Corporation	~~Railcars~~	Railcars		10	%	*		10	%	10	%

~~These~~* ~~percentages~~Less ~~are~~than ~~not expected to be comparable in future periods~~10%.

~~The~~These ~~equipment~~percentages leasing industry is highly competitive. Equipment manufacturers, corporations, partnerships and others offer users an alternative to the purchase of most types of equipment with payment terms that vary widely depending on the lease term, type of equipment and creditworthiness of the lessee. The ability of the Partnership to keep the equipment leased and/or operating and the terms of the acquisitions, leases and dispositions of equipment depends on various factors (many of which are not inexpected ~~the~~to ~~control~~be ofcomparable ~~AFS or the Partnership), such as general economic conditions, including the effects of inflation or recession, and fluctuations~~ in ~~supply~~future ~~and demand for various types of equipment resulting from, among other things, technological and economic obsolescence~~periods.

The ~~business~~equipment leasing industry is highly competitive. Equipment manufacturers, corporations, partnerships and others offer users an alternative to the purchase of most types of equipment with payment terms that vary widely depending on the lease term, type of equipment and creditworthiness of the lessee. The ability of the Partnership isto keep the equipment leased and/or operating and the terms of the acquisitions, leases and dispositions of equipment depends on various factors (many of which are not ~~seasonal~~in the control of AFS or the Partnership), such as general economic conditions, including the effects of inflation or recession, and fluctuations in supply and demand for various types of equipment resulting from, among other things, technological and economic obsolescence.

The ~~Partnership~~business ~~has no full time employees. AFS employees and affiliates provide the services the partnership requires to effectively operate. The cost~~ of ~~these services is reimbursed by~~ the Partnership tois ~~AFS~~not ~~and affiliates per the Partnership Agreement~~seasonal.

~~Equipment~~The ~~Leasing~~Partnership ~~Activities~~has no full time employees. AFS employees and affiliates provide the services the partnership requires to effectively operate. The cost of these services is reimbursed by the Partnership to AFS and affiliates per the Partnership Agreement.

TheEquipment PartnershipLeasing had acquired a diversified portfolio of equipment. The equipment had been leased to lessees in various industries. The following tables set forth the types of equipment acquired by the Partnership through December 31, 2010 and the industries to which the assets were leased (dollars in thousands):Activities

Asset Types	Purchase Price Excluding Acquisition Fees		Percentage of Total Acquisitions
Transportation	$	95,489		50.90	%
Mining equipment		27,998		14.92	%
Furniture, fixtures and office equipment		22,210		11.84	%
Construction		15,335		8.17	%
Materials handling		13,829		7.37	%
Office automation		4,594		2.45	%
Other *		8,141		4.35	%
	$	187,596		100.00	%

The Partnership had acquired a diversified portfolio of equipment. The equipment had been leased to lessees in various industries. The following tables set forth the types of equipment acquired by the Partnership through December 31, 2011 and the industries to which the assets were leased (dollars in thousands):

* Individual amounts included in “Other” represent less than 2% of the total.


Asset Types	Purchase Price Excluding Acquisition Fees		Percentage of Total Acquisitions
Transportation	$	95,489		50.90	%
Mining equipment		27,998		14.92	%
Furniture, fixtures and office equipment		22,210		11.84	%
Construction		15,335		8.17	%
Materials handling		13,829		7.37	%
Office automation		4,594		2.45	%
Other*		8,141		4.35	%
	$	187,596		100.00	%

3* Individual amounts included in “Other” represent less than 2% of the total.

Industry of Lessee	Purchase Price Excluding Acquisition Fees		Percentage of Total Acquisitions
Transportation, rail	$	46,271		24.67	%
Mining		29,823		15.90	%
Oil & gas		21,302		11.36	%
Retail, foods		11,216		5.98	%
Food processing		9,829		5.24	%
Construction		9,411		5.02	%
Chemicals		9,075		4.84	%
Retail, restaurant		8,528		4.55	%
Transportation, other		8,311		4.43	%
Primary metals		7,526		4.01	%
Manufacturing, other		6,816		3.63	%
Manufacturing, auto/truck		6,690		3.57	%
Printing		4,708		2.51	%
Other *		8,090		4.29	%
	$	187,596		100.00	%

* Individual amounts included in “Other” represent less than 2% of the total.


Industry of Lessee	Purchase Price Excluding Acquisition Fees		Percentage of Total Acquisitions
Transportation, rail	$	46,271		24.67	%
Mining		29,823		15.90	%
Oil & gas		21,302		11.36	%
Retail, foods		11,216		5.98	%
Food processing		9,829		5.24	%
Construction		9,411		5.02	%
Chemicals		9,075		4.84	%
Retail, restaurant		8,528		4.55	%
Transportation, other		8,311		4.43	%
Primary metals		7,526		4.01	%
Manufacturing, other		6,816		3.63	%
Manufacturing, auto/truck		6,690		3.57	%
Printing		4,708		2.51	%
Other*		8,090		4.29	%
	$	187,596		100.00	%

~~Through~~* ~~December~~Individual ~~31,~~amounts ~~2010,~~included ~~the~~in ~~Partnership~~“Other” ~~had~~represent ~~disposed~~less ofthan ~~certain~~2% ~~leased~~of ~~assets~~the ~~as set forth below (in thousands):~~total.

Asset Types	Original Equipment Cost Excluding Acquisition Fees		Sales Price		Excess of Rents Over Expenses*
Transportation	$	71,635	$	35,408	$	62,369
Mining equipment		27,998		7,797		26,376
Furniture, fixtures and office equipment		22,210		8,315		18,925
Construction		15,335		4,035		16,773
Materials handling		13,829		2,878		15,158
Office automation		4,594		970		4,814
Other		7,741		3,578		9,249
	$	163,342	$	62,981	$	153,664

Through December 31, 2011, the Partnership had disposed of certain leased assets as set forth below (in thousands):

* Includes only those expenses directly related to the production of the related rents


Asset Types	Original Equipment Cost Excluding Acquisition Fees		Sales Price		Excess of Rents Over Expenses*
Transportation	$	75,052	$	35,579	$	67,501
Mining equipment		27,998		7,797		26,376
Furniture, fixtures and office equipment		22,210		8,315		18,925
Construction		15,335		4,035		16,773
Materials handling		13,829		2,878		15,158
Office automation		4,594		970		4,814
Other		7,906		3,625		9,419
	$	166,924	$	63,199	$	158,966

~~For~~* ~~further~~Includes ~~information~~only ~~regarding~~those ~~the~~expenses ~~Partnership’s~~directly ~~equipment~~related ~~lease~~to ~~portfolio~~the asproduction of ~~December 31, 2010, see Note 5 to~~ the ~~financial~~related ~~statements, Investments in equipment and leases, net, as set forth in Part II, Item 8, Financial Statements and Supplementary Data.~~rents

~~Certain~~For offurther information regarding the Partnership’s ~~lessee customers have international operations. In these instances, the Partnership is aware that certain~~ equipment, ~~primarily~~lease ~~rail~~portfolio ~~and~~as ~~transportation,~~of ~~may~~December ~~periodically exit the country. However~~31, ~~these lessee customers are US-based~~2011, ~~and~~see itNote is4 ~~impractical~~to ~~for~~ the ~~Partnership~~financial ~~to track~~statements, onInvestments anin ~~asset-by-asset,~~equipment ~~day-by-day basis, where these assets are deployed. For further information regarding the Partnership’s geographic revenues~~ and ~~assets~~leases, ~~and major customers~~net, ~~see Notes 2 and 3 to the financial statements~~ as set forth in Part II, Item 8, Financial Statements and Supplementary Data.

4Certain of the Partnership’s lessee customers have international operations. In these instances, the Partnership is aware that certain equipment, primarily rail and transportation, may periodically exit the country. However, these lessee customers are US-based, and it is impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets are deployed. For further information regarding the Partnership’s geographic revenues and assets, and major customers, see Notes 2 and 3 to the financial statements as set forth in Part II, Item 8, Financial Statements and Supplementary Data.

Item 2. PROPERTIES

The Partnership does not own or lease any real property, plant or material physical properties other than the equipment held for lease as set forth in Item 1, Business.

~~Item~~ 3~~. LEGAL PROCEEDINGS~~

InItem the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Partnership3. InLEGAL the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnership’s financial position or results of operations. No material legal proceedings are currently pending against the Partnership or against any of its assets.PROCEEDINGS

~~Item~~In 4the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Partnership. ~~[RESERVED]~~In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnership’s financial position or results of operations. No material legal proceedings are currently pending against the Partnership or against any of its assets.

5Item 4. [REMOVED AND RESERVED]

~~PART II~~4

ItemPART 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESII

~~Market~~Item ~~Information~~5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ThereMarket are certain material conditions and restrictions on the transfer of Units imposed by the terms of the Partnership Agreement. Consequently, there is no public market for Units and it is not anticipated that a public market for Units will develop. In the absence of a public market for the Units, there is no currently ascertainable fair market value for the Units.Information

~~Holders~~There are certain material conditions and restrictions on the transfer of Units imposed by the terms of the Partnership Agreement. Consequently, there is no public market for Units and it is not anticipated that a public market for Units will develop. In the absence of a public market for the Units, there is no currently ascertainable fair market value for the Units.

As of December 31, 2010, a total of 6,592 investors were Unitholders of record in the Partnership.Holders

~~ERISA~~As ~~Valuation~~of December 31, 2011, a total of 6,562 investors were Unitholders of record in the Partnership.

In order to permit ERISA fiduciaries who hold Units to satisfy their annual reporting requirements, AFS estimated the value per Unit of the Partnership’s assets as of December 31, 2010. AFS calculated the estimated liquidation proceeds that would be realized by the Partnership, assuming an orderly disposition of all of the Partnership’s assets as of December 31, 2010. The estimates were based on the amount of remaining lease payments on existing Partnership leases, and the estimated residual values of the equipment held by the Partnership upon the termination of those leases. This valuation was based solely on AFS’s perception of market conditions and the types and amounts of the Partnership’s assets. No independent valuation was sought.Valuation

~~After~~In ~~calculating~~order ~~the~~to ~~aggregate~~permit ~~estimated~~ERISA ~~disposition~~fiduciaries ~~proceeds,~~who ~~AFS~~hold ~~then~~Units ~~calculated~~to ~~the~~satisfy ~~portion~~their ofannual ~~the~~reporting ~~aggregate~~requirements, AFS estimated the value per Unit of the Partnership’s assets ~~that~~as ~~would~~of beDecember ~~distributed~~31, to2011. ~~Unitholders~~AFS oncalculated ~~liquidation of~~ the ~~Partnership,~~estimated ~~and~~liquidation ~~divided~~proceeds ~~the~~that ~~total~~would sobe ~~distributable~~realized by the ~~number~~Partnership, ofassuming ~~outstanding~~an ~~Units.~~orderly Asdisposition of ~~December~~all ~~31, 2010, the value~~ of the Partnership’s assets, ~~calculated~~as onof ~~this~~December ~~basis~~31, ~~was approximately $0~~2011.44 ~~per Unit.~~ The ~~foregoing~~estimates ~~valuation~~were ~~was~~based ~~performed~~on ~~solely for~~ the ~~ERISA~~amount ~~purposes~~of ~~described~~remaining ~~above.~~lease ~~There~~payments ison noexisting ~~market~~Partnership ~~for the Units~~leases, and, ~~accordingly,~~the ~~this~~estimated ~~value~~residual ~~does~~values ~~not represent an estimate~~ of the ~~amount~~equipment aheld ~~Unitholder~~by ~~would~~the ~~receive~~Partnership ifupon hethe ~~were~~termination toof ~~seek~~those ~~to sell his Units~~leases. ~~Furthermore,~~This ~~there~~valuation ~~can~~was bebased ~~no assurance~~solely ason toAFS’s ~~the~~perception ~~amount~~of ~~the~~market conditions ~~Partnership may actually receive if~~ and ~~when it seeks to liquidate its assets or~~ the ~~amount~~types ~~of lease payments~~ and ~~equipment~~amounts ~~disposition~~of ~~proceeds~~the itPartnership’s ~~will~~assets. ~~actually~~No ~~receive~~independent ~~over~~valuation ~~the~~was ~~remaining term of the Partnership~~sought.

~~Distributions~~After calculating the aggregate estimated disposition proceeds, AFS then calculated the portion of the aggregate estimated value of the Partnership assets that would be distributed to Unitholders on liquidation of the Partnership, and divided the total so distributable by the number of outstanding Units. As of December 31, 2011, the value of the Partnership’s assets, calculated on this basis, was approximately $0.49 per Unit. The foregoing valuation was performed solely for the ERISA purposes described above. There is no market for the Units, and, accordingly, this value does not represent an estimate of the amount a Unitholder would receive if he were to seek to sell his Units. Furthermore, there can be no assurance as to the amount the Partnership may actually receive if and when it seeks to liquidate its assets or the amount of lease payments and equipment disposition proceeds it will actually receive over the remaining term of the Partnership.

The Partnership does not make dividend distributions. The Limited Partners of the Partnership are entitled to certain distributions as provided under the Partnership Agreement.Distributions

~~AFS~~The ~~has~~Partnership ~~sole~~does ~~discretion~~not inmake ~~determining~~dividend ~~the amount of~~ distributions;. ~~provided~~The ~~however,~~Limited ~~that~~Partners ~~AFS~~of ~~will~~the ~~not~~Partnership ~~reinvest~~are inentitled ~~equipment, but will distribute, subject~~ to ~~payment~~certain ofdistributions ~~any~~as ~~obligations~~provided ofunder the Partnership Agreement.

~~Distributions~~AFS ~~were~~has ~~paid~~sole discretion in ~~December~~determining ~~2010~~the ~~and~~amount ~~December~~of ~~2009~~distributions; ~~from~~provided ~~cash generated from 2010 and 2009 operations~~however, ~~respectively.~~that ~~The~~AFS ~~rates~~will ~~were~~not ~~$0.10~~reinvest ~~and~~in ~~$0.05~~equipment, ~~per~~but ~~Unit~~will ~~for~~distribute, ~~each~~subject ofto ~~the~~payment ~~respective aforementioned periods. The rates and frequency~~ of ~~periodic~~any ~~distributions~~obligations ~~paid by the Fund during its liquidation phase are solely at the discretion~~ of the ~~General Partner~~Partnership.

~~Item~~Distributions 6were paid in December 2011 and December 2010. ~~SELECTED~~The ~~FINANCIAL~~annualized ~~DATA~~rates for distributions from 2011 and 2010 operations were $0.15 and $0.10 per Unit, respectively. The rates and frequency of periodic distributions paid by the Fund during its liquidation phase are solely at the discretion of the General Partner.

AItem smaller6. reportingSELECTED companyFINANCIAL is not required to present selected financial data in accordance with item 301(c) of Regulation S-K.DATA

6A smaller reporting company is not required to present selected financial data in accordance with item 301(c) of Regulation S-K.

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~5

~~Statements contained in this~~ Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), and elsewhere in this Form 10-K, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the economic recession and changes in general economic conditions, including fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The PartnershipMANAGEMENT’sS ~~performance~~DISCUSSION isAND ~~subject~~ANALYSIS toOF ~~risks~~FINANCIAL ~~relating~~CONDITION toAND ~~lessee~~RESULTS ~~defaults~~OF and the creditworthiness of its lessees. The Fund’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-K. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events, other than as required by law.OPERATIONS

~~Overview~~Statements contained in this Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), and elsewhere in this Form 10-K, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the economic recession and changes in general economic conditions, including fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Partnership’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Fund’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-K. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events, other than as required by law.

ATEL Cash Distribution Fund V, L.P. (the “Partnership”) is a California partnership that was formed in September 1992 for the purpose of engaging in the sale of limited liability investment units and acquiring equipment to generate revenues from equipment leasing and sales activities, primarily in the United States. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a California limited liability company.Overview

~~The~~ATEL ~~Partnership~~Cash ~~conducted~~Distribution aFund ~~public offering of 12~~V,~~500,000~~ ~~Limited~~L.P. ~~Partnership units~~ (the “~~Units~~Partnership”), atis a ~~price~~California ofpartnership ~~$10~~that ~~per Unit. The offering~~ was ~~terminated~~formed in ~~November~~September ~~1994.~~1992 ~~During~~for ~~early 1995,~~ the ~~Partnership~~purpose ~~completed its initial acquisition stage with the investment~~ of ~~the~~engaging ~~net~~in ~~proceeds from~~ the ~~public~~sale ~~offering~~ of ~~Units.~~limited ~~Subsequently,~~liability ~~throughout~~investment ~~the~~units ~~reinvestment~~and ~~period~~acquiring ~~(“Reinvestment~~equipment ~~Period”)~~to ~~(defined~~generate asrevenues ~~six~~from ~~full~~equipment ~~years~~leasing ~~following~~and ~~the~~sales ~~year~~activities, ~~the~~primarily ~~offering~~in ~~was terminated),~~ the ~~Partnership~~United ~~reinvested~~States. ~~cash~~The ~~flow~~General inPartner ~~excess~~ of ~~certain amounts required to be distributed to~~ the ~~Limited~~Partnership ~~Partners~~is ~~and/or~~ATEL ~~utilized~~Financial ~~its~~Services, ~~credit~~LLC ~~facilities~~(“AFS”), toa ~~acquire~~California ~~additional~~limited ~~equipment~~liability company.

The Partnership ~~may~~conducted ~~continue~~a ~~until~~public ~~December~~offering 31of 12,500,000 ~~2013.~~Limited ~~However,~~Partnership ~~pursuant~~units to(“Units”), ~~the~~at ~~guidelines~~a price of ~~the~~$10 ~~Limited~~per ~~Partnership~~Unit. ~~Agreement~~The offering was terminated in November 1994. During early 1995, the Partnership ~~began~~completed toits ~~liquidate~~initial ~~its~~acquisition ~~assets~~stage ~~and~~with ~~distribute~~the investment of the net proceeds ~~thereof~~from ~~after~~ the ~~end~~public offering of Units. Subsequently, throughout the reinvestment period (“Reinvestment Period”) ~~which~~(defined ~~ended~~as six full years following the year the offering was terminated), the Partnership reinvested cash flow in ~~December~~excess ~~2000~~of certain amounts required to be distributed to the Limited Partners and/or utilized its credit facilities to acquire additional equipment.

AsThe ~~of December 31, 2010, the~~ Partnership ~~remains~~may incontinue ~~its~~until ~~liquidation~~December ~~phase~~31, 2013. ~~Accordingly~~However, ~~assets~~pursuant ~~that mature will be returned~~ to ~~inventory~~the ~~and~~guidelines ~~most~~of ~~likely~~the ~~will~~Limited bePartnership ~~subsequently sold~~Agreement, ~~which~~the ~~will~~Partnership ~~result~~began into ~~decreasing~~liquidate ~~revenue~~its ~~as earning~~ assets ~~decrease.~~and ~~The~~distribute ~~Partnership~~the ~~continues~~proceeds tothereof ~~generally~~after ~~make~~the ~~distributions~~end onof anthe ~~annual~~Reinvestment ~~basis~~Period orwhich atended ~~the~~in ~~discretion~~December ~~of the General Partner~~2000.

~~Results~~As of ~~Operations~~December 31, 2011, the Partnership remains in its liquidation phase. Accordingly, assets that mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets decrease. The Partnership continues to generally make distributions on an annual basis or at the discretion of the General Partner.

AsResults of December 31, 2010 and 2009, approximately 98% of the Partnership’s operating lease assets (as a percentage of total equipment cost), respectively, were leased to lessees in the rail transportation industry.Operations

As ~~previously~~of ~~indicated~~December 31, ~~certain~~2011 ~~lessees~~and ~~generated~~2010, ~~significant~~approximately ~~portions~~99% ~~(defined~~and ~~as 10~~98% ~~or more)~~ of the Partnership’s ~~total~~operating lease ~~revenues~~assets ~~during~~(as ~~2010~~a ~~and~~percentage ~~2009~~of astotal ~~follows:~~equipment cost), respectively, were leased to lessees in the rail transportation industry.

		Percentage of Total Lease Revenues
Lessee	Type of Equipment	2010			2009
Union Pacific Railroad Company	Railcars		34	%		33	%
Central States	Railcars		26	%		25	%
Interstate Commodities	Railcars		14	%		14	%
Union Carbide Corporation	Railcars		10	%		10	%

As previously indicated, certain lessees generated significant portions (defined as 10% or more) of the Partnership’s total lease revenues during 2011 and 2010 as follows:

These percentages are not expected to be comparable in future periods due to the expiration of lessee contracts during the Fund’s liquidation period.


	Type of Equipment		Percentage of Total Lease Revenues
Lessee	Type of Equipment		2011			2010
Union Pacific Railroad Company		Railcars		28	%		34	%
Central States Enterprises		Railcars		23	%		26	%
Interstate Commodities		Railcars		21	%		14	%
Union Carbide Corporation		Railcars		*			10	%

7* Less than 10%.

It has been the Partnership’s objective to maintain a 100% utilization rate for all equipment purchased in any given year. All equipment transactions were acquired subject to binding lease commitments, so equipment utilization remained high throughout the reinvestment stage. Initial lease terms of these leases were generally from 36 to 84 months, and as they expired, the Partnership attempted to re-lease or sell the equipment; as such, utilization rates may tend to decrease during the liquidation stage of the Partnership. All of the Partnership’s equipment on lease was acquired in the years 1993 through 2004. The utilization percentage of existing assets under lease was 100% and 97% when calculated at December 31, 2010 and 2009, respectively.6

~~Cost~~These ~~reimbursements~~percentages ~~to the General Partner~~ are ~~based~~not onexpected ~~its~~to ~~costs~~be ~~incurred~~comparable in ~~performing~~future ~~administrative~~periods ~~services~~due ~~for~~to the ~~Partnership.~~expiration ~~These costs are allocated to each managed entity based on certain criteria such as total assets, number~~ of ~~investors~~lessee orcontracts ~~contributed~~during ~~capital based upon~~ the ~~type~~Fund’s ofliquidation ~~cost incurred~~period.

It has been the Partnership’s objective to maintain a 100% utilization rate for all equipment purchased in any given year. All equipment transactions were acquired subject to binding lease commitments, so equipment utilization remained high throughout the reinvestment stage. Initial lease terms of these leases were generally from 36 to 84 months, and as they expired, the Partnership attempted to re-lease or sell the equipment; as such, utilization rates may tend to decrease during the liquidation stage of the Partnership. All of the Partnership’s equipment on lease was acquired in the years 1993 through 2004. The utilization percentage of existing assets under lease was 99% and 100% when calculated at December 31, 2011 and 2010, ~~versus~~respectively. ~~2009~~

~~The~~Cost ~~Partnership~~reimbursements ~~had~~to ~~net~~the ~~income~~General ofPartner ~~$601~~are ~~thousand~~based ~~for~~on ~~2010~~its ~~compared~~costs toincurred ain ~~net~~performing ~~loss~~administrative ofservices ~~$188 thousand~~ for ~~2009~~the Partnership. ~~The~~These ~~2010~~costs ~~results~~are ~~primarily~~allocated ~~reflect~~to aeach ~~decline~~managed inentity ~~total~~based ~~operating~~on ~~expenses~~certain ~~and~~criteria ansuch ~~increase~~as in total ~~revenues~~assets, ~~when~~number ~~compared~~of toinvestors or contributed capital based upon the ~~prior~~type ~~year~~of cost incurred.

Revenues2011 versus 2010

~~Total~~The ~~revenues~~Partnership ~~for~~had ~~2010~~net ~~increased~~income byof $~~113~~966 thousand, orand ~~4%,~~$601 asthousand ~~compared~~for to the ~~prior~~years ~~year.~~ended ~~The~~December ~~increase~~31, ~~was~~2011 ~~mostly~~and ~~comprised~~2010, ofrespectively. aThe ~~$181~~2011 ~~thousand~~results ~~increase~~primarily inreflect ~~gain~~a ondecline ~~sales~~in oftotal ~~lease~~operating ~~assets~~expenses and aan ~~$70~~increase ~~thousand~~in ~~reduction~~total inrevenues ~~operating~~when ~~lease~~compared ~~revenues~~to the prior year.

The increase in gains on sales of lease assets was largely a result of increased volume of railcars sold during 2010. A total of 20 railcars were sold during the current year as compared to 2 railcars sold in 2009. Operating lease revenues decreased mainly due to a lower negotiated rate on a lease that renewed in 2009 and the continued sales of lease assets.Revenues

~~Expenses~~Total revenues for 2011 increased by $40 thousand, or 1%, as compared to the prior year. The net growth in revenues was comprised of increases in operating lease revenues and other revenues offset, in part, by a decline in gain on sales of lease assets.

~~Total~~The ~~expenses~~increase ~~for~~in ~~2010~~operating ~~decreased~~lease byrevenues totaled $~~676~~62 thousand, orand ~~24%,~~was asmainly ~~compared~~due to ~~the~~a ~~prior~~higher ~~year.~~negotiated ~~The~~rate ~~net~~on ~~reduction~~a lease that renewed in ~~expenses~~2011 ~~was~~offset, ~~primarily~~in apart, ~~result~~by the impact of ~~decreases~~continued insales ~~depreciation~~of ~~expense,~~lease ~~costs~~assets ~~reimbursed~~during tothe ~~AFS~~liquidation ~~and~~stage ~~interest~~of ~~expense~~the ~~offset,~~Partnership. inOther ~~part,~~revenues increased by ~~increases~~$31 inthousand ~~other~~largely ~~expense,~~due ~~equipment~~to ~~and~~the ~~incentive~~resolution ~~management~~of ~~fees,~~certain ~~and~~items ~~other~~previously ~~management~~held ~~fees~~in suspense.

~~Depreciation~~Partially ~~expense~~offsetting ~~was reduced by $404 thousand, or 30%, largely as a result of asset dispositions combined with an increase in~~ the ~~number~~aforementioned ofincreases ~~assets that were fully depreciated during 2010, as compared to prior year. The reduction~~ in ~~costs~~revenues ~~reimbursed~~was toa ~~AFS totaled~~ $~~339~~53 thousand, ordecrease ~~53%,~~in ~~and~~gain ~~was~~on ~~mainly~~sales ~~due~~of tolease ~~lower~~assets ~~administrative~~primarily ~~costs~~as ~~allocated~~a toresult ~~the~~of ~~Fund to better align costs with~~ the ~~Partnership’s~~lower ~~dwindling~~volume ~~operations.~~of ~~Interest~~railcars ~~expense~~sold ~~declined~~in ~~by $33 thousand, or 92%, as the Partnership’s non-recourse debt matured and was fully settled on May 1, 2010~~2011.

Partially offsetting the aforementioned decreases in expenses were increases in other expense, and management fees paid to AFS totaling $42 thousand and $31 thousand, respectively. The increase in other expense was largely due to higher printing and postage costs related to the year over year increase in investor communications. The increase in management fees paid to AFS was largely due to higher current year incentive fees, as distributions of cash from operations during 2010 was considerably higher when compared to 2009, offset, in part, by the continued decline in managed assets and related rents resulting from liquidation stage activities.Expenses

~~Capital~~Total ~~Resources~~expenses for 2011 decreased by $325 thousand, or 15%, as compared to the prior year. The net reduction in expenses was primarily a result of decreases in depreciation expense, railcar maintenance expense and ~~Liquidity~~costs reimbursed to AFS offset, in part, by an increase in management fees paid to AFS.

AtDepreciation ~~December~~expense ~~31,~~was ~~2010~~reduced ~~and~~by ~~2009~~$197 thousand, or 21%, largely due to an increase in the ~~Partnership’s~~number ~~cash~~of ~~and~~assets ~~cash~~that ~~equivalents~~have ~~totaled~~been ~~$496~~fully ~~thousand~~depreciated since 2010, combined with asset sales and dispositions. Railcar maintenance expense decreased by $~~592~~74 thousand, ~~respectively.~~as ~~The~~the ~~liquidity~~2010 ofamount ~~the~~included ~~Partnership~~maintenance ~~varies,~~costs ~~increasing~~related to the ~~extent~~re-leasing ~~cash~~of ~~flows~~certain ~~from~~inventoried ~~leases~~railcars. ~~and~~Moreover, ~~proceeds~~the ~~from~~2011 ~~lease~~railcar inventory continued to decline as a result of asset sales ~~exceed~~and ~~expenses~~dispositions. ~~and~~Costs ~~decreasing~~reimbursed asto ~~distributions~~AFS ~~are~~decreased ~~made~~by to$52 ~~the~~thousand ~~partners~~mainly ~~and~~due to ~~the~~lower ~~extent~~administrative ~~expenses~~costs ~~exceed~~allocated ~~cash~~to ~~flows~~the ~~from~~Fund ~~leases~~to ~~and~~better ~~proceeds~~align ~~from~~costs ~~asset~~with ~~sales~~the Partnership’s declining operations.

~~The~~Partially ~~primary~~offsetting ~~source~~the ofaforementioned ~~liquidity~~decreases ~~for~~in ~~the~~expenses ~~Partnership~~was ~~has~~a ~~been~~$30 ~~its~~thousand ~~cash~~increase ~~flow~~in ~~from~~management ~~leasing~~fees ~~activities~~paid to AFS. AsThe ~~the~~increase ~~initial~~in ~~lease~~management ~~terms~~fees ~~have~~paid ~~expired,~~to ~~the~~AFS ~~Partnership~~was ~~ventured~~largely due to ~~re-lease~~higher orcurrent ~~sell~~year ~~the~~incentive ~~equipment.~~fees ~~Future~~resulting ~~liquidity~~from ~~will~~distributions ~~depend~~of onincreased ~~the~~cash ~~Partnership’s~~from ~~success~~operations induring ~~remarketing~~2011 oras ~~selling~~compared ~~the~~to ~~equipment~~2010. Such cash distributions were higher primarily as ita ~~comes~~result ~~off~~of ~~rental~~increased rents combined with decreased railcar maintenance and partnership administration expenses, as previously discussed.

8Capital Resources and Liquidity

InAt aDecember ~~normal economy~~31, if2011 ~~inflation~~and ~~in the general economy becomes significant~~2010, ~~it may affect~~ the Partnership ~~in as much as the residual (resale) values of the Partnership~~’s ~~leased~~cash ~~assets~~and ~~may~~cash ~~increase~~equivalents astotaled ~~the~~$249 ~~costs~~thousand ofand ~~similar~~$496 ~~assets~~thousand, ~~increase~~respectively. ~~However,~~The ~~the~~liquidity ~~Partnership’s revenues from existing leases would not increase as such rates are generally fixed for the terms~~ of the ~~leases~~Partnership ~~without adjustment for inflation. In addition~~varies, ifincreasing ~~interest~~to ~~rates increase significantly under such circumstances,~~ the ~~lease~~extent ~~rates~~cash ~~that~~flows ~~the~~from ~~Partnership~~leases ~~can~~and ~~obtain~~proceeds onfrom ~~future~~lease ~~leases~~asset ~~will~~sales beexceed ~~expected~~expenses toand ~~increase~~decreasing as ~~the~~distributions ~~cost~~are ofmade ~~capital~~to ~~is a significant factor in~~ the ~~pricing~~partners ofand ~~lease~~to ~~financing. Leases already in place, for~~ the ~~most~~extent ~~part,~~expenses ~~would~~exceed ~~not~~cash beflows ~~affected~~from byleases ~~changes~~and inproceeds ~~interest~~from ~~rates~~asset sales.

The Partnership currently believes it has available adequate reserves to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Partnership would likely be in a position to borrow against its current portfolio to meet such requirements. AFS envisions no such requirements for operating purposes.7

~~Cash~~The ~~Flows~~primary source of liquidity for the Partnership has been its cash flow from leasing activities. As the initial lease terms have expired, the Partnership ventured to re-lease or sell the equipment. Future liquidity will depend on the Partnership’s success in remarketing or selling the equipment as it comes off-rental.

~~The~~If ~~following~~inflation ~~table~~in ~~sets~~the ~~forth~~general ~~summary~~economy ~~cash~~becomes ~~flow~~significant, ~~data~~it (may affect the Partnership in ~~thousands~~as much as the residual (resale): values of the Partnership’s leased assets may increase as the costs of similar assets increase. However, the Partnership’s revenues from existing leases would not increase as such rates are generally fixed for the terms of the leases without adjustment for inflation. In addition, if interest rates increase significantly under such circumstances, the lease rates that the Partnership can obtain on future leases will be expected to increase as the cost of capital is a significant factor in the pricing of lease financing. Leases already in place, for the most part, would not be affected by changes in interest rates.

	December 31,
	2010			2009
Net cash provided by (used in):
Operating activities	$	1,216		$	1,238
Investing activities		279			101
Financing activities		(1,591	)		(1,422	)
Net decrease in cash and cash equivalents	$	(96	)	$	(83	)

OperatingCash ActivitiesFlows

~~Cash~~The ~~provided~~following bytable ~~operating~~sets ~~activities~~forth ~~decreased~~summary ~~by $22 thousand, or 2%, for the year ended December 31, 2010 as compared to the prior year. The net decrease in~~ cash flow ~~was~~data ~~mainly attributable to the current year net income offset,~~ (in ~~part,~~thousands): ~~by lower depreciation expense, higher gain on sales of assets, a reduction in collections of accounts receivable and a decline in liabilities.~~

Investing Activities


	2011			2010
Net cash provided by (used in):
Operating activities	$	1,405		$	1,216
Investing activities		218			279
Financing activities		(1,870	)		(1,591	)
Net decrease in cash and cash equivalents	$	(247	)	$	(96	)

Cash2011 providedversus by investing activities for 2010 increased by $178 thousand, or 176%, when compared to the prior year, primarily due to an increase in proceeds from sales of lease assets resulting from a higher volume of railcars and containers sold during 2010 as compared to 2009.

~~Financing~~During ~~Activities~~2011 and 2010, the Partnership’s primary sources of liquidity were cash flows from its portfolio of operating lease contracts and proceeds from lease asset sales.

~~Net~~During ~~cash~~the ~~used~~same incomparative ~~financing~~years, ~~activities~~cash ~~increased~~was byprimarily ~~$169~~used ~~thousand,~~to ormake ~~12%,~~distributions ~~for~~to ~~2010~~limited aspartners, ~~compared~~totaling to$1.9 ~~the~~million ~~prior~~and ~~year~~$1.2 ~~The~~million ~~increase~~for in2011 ~~cash~~and ~~used~~2010, ~~(decrease~~respectively. inIn ~~cash~~addition, ~~flow)~~during ~~was~~2010, ~~primarily~~cash ~~due~~was used to ~~increased~~pay ~~distributions~~off ~~paid~~$344 tothousand ~~Limited~~of ~~Partners~~non-recourse ~~offset,~~debt. inAs ~~part,~~the byFund ais ~~decline~~ in ~~repayments~~its ofliquidation ~~non-recourse debt~~phase, ~~which~~any ~~was~~future ~~paid-off~~financing ~~during~~activity ~~the~~is ~~second~~anticipated ~~quarter~~to ofonly ~~2010~~include distributions to Partners.

Non-Recourse Long-Term Debt

The Partnership’s long-term borrowings are generally non-recourse to the Partnership, that is, the only recourse of the lender is to the equipment or corresponding lease acquired with the loan proceeds. Through its term of existence, the Partnership had borrowed $62.5 million of non-recourse debt. As of ~~December~~May 311, ~~2009~~2010, ~~$344~~the ~~thousand~~Partnership ofhad ~~such~~repaid ~~non-recourse~~all ~~debt~~of ~~remained~~its ~~unpaid~~debt obligations. As of ~~May~~December 131, 2011 and 2010, the Partnership had ~~repaid~~no ~~all~~outstanding ofnon-recourse ~~its~~ debt ~~obligations~~. ~~AFS~~The General Partner does not anticipate any future non-recourse borrowings on behalf of the Partnership. For detailed information on the Partnership’s debt obligations, see Note 7 to the financial statements, Non-recourse debt, as set forth in Part II, Item 8, Financial Statements and Supplementary Data.

9Distributions

~~Distributions~~The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the second quarter of 1993. See Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for additional information regarding the distributions.

TheCommitments Partnershipand commencedContingencies periodic distributions, based on cash flows from operations, beginning with the second quarter of 1993. See Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerOff-Balance PurchasesSheet of Equity Securities, for additional information regarding the distributions.Transactions

Commitments and Contingencies and Off-Balance Sheet Transactions

~~Commitments~~At December 31, 2011, the Partnership had no commitments to purchase lease assets and ~~Contingencies~~pursuant to the Partnership Agreement, the Partnership will no longer purchase any new lease assets.

~~At December 31, 2010, the Partnership had no commitments to purchase lease assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new lease assets.~~8

Off-Balance Sheet Transactions

None.

RecentCritical Accounting PronouncementsPolicies and Estimates

~~Information~~The ~~regarding~~policies ~~recent~~discussed ~~accounting~~below ~~pronouncements~~are isconsidered ~~included~~by inmanagement ~~Note~~of 2the Partnership to be critical to an understanding of the Partnership’s financial statements because their application requires significant complex or subjective judgments, ~~Summary~~decisions, or assessments, with financial reporting results relying on estimation about the effect of ~~significant~~matters that are inherently uncertain. Specific risks for these critical accounting policies, asare ~~set~~described ~~forth~~in the following paragraphs. The Partnership also states these accounting policies in ~~Part~~the ~~II,~~notes ~~Item~~to 8the financial statements and in relevant sections in this discussion and analysis. For all of these policies, management ~~Financial~~cautions ~~Statements~~that future events rarely develop exactly as forecast, and ~~Supplementary~~the ~~Data~~best estimates routinely require adjustment.

CriticalUse Accountingof Policies and Estimatesestimates:

The ~~policies~~preparation ~~discussed~~of ~~below~~financial ~~are~~statements ~~considered~~in byconformity ~~management~~with ofaccounting ~~the~~principles ~~Partnership~~generally toaccepted bein ~~critical~~the toUnited anStates ~~understanding~~ of ~~the~~America ~~Partnership’s~~(“GAAP”) ~~financial~~requires ~~statements~~management ~~because~~to ~~their~~make ~~application~~estimates ~~requires~~and ~~significant~~assumptions ~~complex~~that oraffect ~~subjective~~the ~~judgments,~~reported ~~decisions,~~amounts orof ~~assessments,~~assets ~~with~~and ~~financial~~liabilities ~~reporting~~and ~~results~~disclosure ~~relying~~of oncontingent ~~estimation~~assets ~~about~~and liabilities at the ~~effect~~date of ~~matters~~the ~~that~~financial ~~are~~statements, ~~inherently~~and ~~uncertain.~~the ~~Specific~~reported ~~risks~~amounts ~~for~~of ~~these~~revenues ~~critical~~and ~~accounting~~expenses ~~policies~~during ~~are described in~~ the ~~following~~reporting ~~paragraphs~~period. ~~The~~Actual ~~Partnership~~results ~~also~~could ~~states~~differ ~~these~~from ~~accounting~~those ~~policies~~estimates. inSuch ~~the~~estimates ~~notes~~primarily relate to the ~~financial~~determination ~~statements~~of ~~and~~residual invalues ~~relevant~~at ~~sections~~the inend ~~this discussion and analysis. For all~~ of ~~these~~the ~~policies~~lease term, ~~management~~expected ~~cautions that~~ future ~~events~~cash ~~rarely~~flows ~~develop~~used ~~exactly~~for asimpairment ~~forecast~~analysis purposes, and determination of the ~~best~~allowance ~~estimates~~for ~~routinely~~doubtful ~~require adjustment~~accounts.

~~The~~Equipment ~~preparation~~subject ~~of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management~~ to ~~make~~operating ~~estimates~~leases ~~and~~is ~~assumptions~~stated ~~that~~at ~~affect~~cost. ~~the~~Depreciation ~~reported~~is ~~amounts~~being ofrecognized ~~assets~~on ~~and~~a ~~liabilities~~straight-line ~~and~~method ~~disclosure~~over ~~of contingent assets and liabilities at~~ the ~~date~~terms of the ~~financial~~related ~~statements,~~leases ~~and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate~~ to the ~~determination~~equipment’s ofestimated residual values. atMaintenance ~~the~~costs ~~end~~associated ofwith the ~~lease~~Fund’s ~~term,~~portfolio ~~expected~~of ~~future~~leased ~~cash~~assets ~~flows~~are ~~used~~expensed ~~for~~as ~~impairment~~incurred. ~~analysis~~Major ~~purposes,~~additions and ~~determination~~betterments ofare ~~the allowance for doubtful accounts~~capitalized.

~~Equipment~~Operating lease revenue is recognized on ~~operating~~a straight-line basis over the term of the underlying leases. The initial lease terms vary as to the type of equipment subject to the leases, the needs of the lessees and ~~related~~the ~~revenue~~terms ~~recognition:~~to be negotiated, but initial leases were generally from 36 to 84 months. The difference between rents received and rental revenues recognized is recorded as unearned operating lease income on the balance sheet.

~~Equipment~~Operating ~~subject~~leases toare ~~operating~~generally ~~leases~~placed isin ~~stated~~a atnon-accrual ~~cost~~status (i.e., ~~Depreciation~~no revenue is ~~being~~ recognized) onwhen apayments ~~straight-line~~are ~~method~~more ~~over~~than 90 days past due. Additionally, management considers the ~~terms~~equipment ofunderlying the ~~related~~lease ~~leases~~contracts tofor impairment and periodically reviews the ~~equipment~~credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s ~~estimated~~judgment, ~~residual~~the ~~values~~related operating leases may be placed on non-accrual status. ~~Maintenance~~Leases ~~costs~~placed ~~associated~~on ~~with~~non-accrual status are only returned to an accrual status when the ~~Fund’s~~account ~~portfolio~~has been brought current and management believes recovery of ~~leased~~the ~~assets~~remaining ~~are~~unpaid ~~expensed~~lease aspayments ~~incurred~~is probable. Until ~~Major~~such ~~additions~~time, ~~and~~revenues ~~betterments~~ are ~~capitalized~~recognized on a cash basis.

OperatingAsset lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases were generally from 36 to 84 months. The difference between rents received and rental revenues recognized is recorded as unearned operating lease income on the balance sheet.valuation:

~~Operating~~Recorded ~~leases~~values ~~are~~of ~~generally~~the ~~placed~~Partnership’s inasset aportfolio ~~non-accrual~~are ~~status~~periodically (ireviewed for impairment.~~e.,~~ noAn ~~revenue~~impairment loss is measured and recognized) ~~when~~only ~~payments~~if the estimated undiscounted future cash flows of the asset are ~~more~~less than 90their ~~days~~net ~~past~~book ~~due~~value. ~~Additionally,~~The ~~management~~estimated ~~considers~~undiscounted ~~the~~future ~~equipment~~cash ~~underlying~~flows are the ~~lease~~sum ~~contracts~~of ~~for~~the ~~impairment~~estimated ~~and~~residual ~~periodically~~value ~~reviews~~of the ~~credit~~asset ~~worthiness~~at the end of ~~all~~the ~~operating~~asset’s ~~lessees~~expected ~~with~~holding ~~payments~~period ~~outstanding~~and ~~less~~estimates ~~than~~of 90undiscounted ~~days~~future rents. ~~Based~~The ~~upon~~residual ~~management’s~~value ~~judgment~~assumes, among other things, that the ~~related operating leases~~asset ~~may~~is beutilized ~~placed on~~normally ~~non-accrual~~in ~~status.~~an ~~Leases~~open, ~~placed~~unrestricted onand ~~non~~stable market. Short-~~accrual~~term ~~status~~fluctuations in the market place are ~~only~~disregarded ~~returned~~and it is assumed that there is no necessity either to andispose ~~accrual~~of ~~status~~a ~~when~~significant number of the ~~account~~assets, ~~has~~if ~~been~~held ~~brought~~in ~~current~~quantity, ~~and~~simultaneously ~~management~~or ~~believes~~to ~~recovery~~dispose of the ~~remaining~~asset ~~unpaid~~quickly. ~~lease~~Impairment ~~payments~~ is ~~probable.~~measured ~~Until~~as ~~such~~the ~~time~~difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, ~~all~~third ~~payments~~party ~~received~~appraisals ~~are~~or ~~applied~~comparable ~~only~~sales ~~against~~of ~~outstanding~~similar ~~principal~~assets ~~balances~~as applicable based on asset type) of the assets and its carrying value on the measurement date.

10Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~Asset~~See ~~valuation:~~the Report of Independent Registered Public Accounting Firm, Financial Statements and Notes to Financial Statements attached hereto at pages 10 through 21.

Recorded values of the Partnership’s asset portfolio are periodically reviewed for impairment. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the asset’s expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the market place are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the assets and its carrying value on the measurement date.9

~~Item~~REPORT 8.OF ~~FINANCIAL~~INDEPENDENT ~~STATEMENTS~~REGISTERED ~~AND~~PUBLIC ~~SUPPLEMENTARY~~ACCOUNTING ~~DATA~~FIRM

~~See~~The ~~the~~Partners ~~Report~~ATEL ofCash ~~Independent~~Distribution ~~Registered~~Fund ~~Public Accounting Firm~~V, ~~Financial Statements and Notes to Financial Statements attached hereto at pages 12 through 25~~L.P.

11We have audited the accompanying balance sheets of ATEL Cash Distribution Fund V, L.P. (“Partnership”) as of December 31, 2011 and 2010, and the related statements of income, changes in partners’ capital, and cash flows for the years then ended. These financial statements are the responsibility of the Management of the Partnership’s General Partner. Our responsibility is to express an opinion on these financial statements based on our audits.

~~REPORT~~We OFconducted ~~INDEPENDENT~~our ~~REGISTERED~~audits ~~PUBLIC~~in ~~ACCOUNTING~~accordance ~~FIRM~~with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. 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.

~~The~~In ~~Partners~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ATEL Cash Distribution Fund V, L.P. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

~~ATEL~~/s/ ~~Cash~~Moss ~~Distribution~~Adams ~~Fund~~LLP VSan Francisco, ~~L.P.~~California March 9, 2012

We have audited the accompanying balance sheets of ATEL Cash Distribution Fund V, L.P. (“Partnership”) as of December 31, 2010 and 2009, and the related statements of operations, changes in partners’ capital, and cash flows for the years then ended. These financial statements are the responsibility of the Management of the Partnership’s General Partner. Our responsibility is to express an opinion on these financial statements based on our audits.10

WeATEL conductedCASH ourDISTRIBUTION auditsFUND in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstancesV, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reportingL. Accordingly, we express no such opinionP. AnBALANCE auditSHEETS includesDECEMBER examining31, on2011 aAND test2010 basis,(In 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.Thousands)

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ATEL Cash Distribution Fund V, L.P. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.


	2011		2010
ASSETS
Cash and cash equivalents	$	249	$	496
Accounts receivable		261		95
Prepaid expenses		2		4
Investments in equipment and leases, net of accumulated depreciation of $13,789 at December 31, 2011 and $16,402 at December 31, 2010		2,843		3,624
Total assets	$	3,355	$	4,219
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner	$	113	$	81
Other		225		130
Unearned operating lease income		21		108
Total liabilities		359		319
Commitments and contingencies
Partners’ capital:
General Partner		215		205
Limited Partners		2,781		3,695
Total Partners’ capital		2,996		3,900
Total liabilities and Partners’ capital	$	3,355	$	4,219

~~/s/~~See ~~Moss~~accompanying ~~Adams LLP~~notes.

~~San Francisco, California~~11

March 22ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 (In Thousands Except for Units and Per Unit Data)


	2011		2010
Revenues:
Leasing activities:
Operating leases	$	2,565	$	2,503
Gain on sales of assets		198		251
Other		35		4
Total revenues		2,798		2,758
Expenses:
Depreciation of operating lease assets		761		958
Cost reimbursements to General Partner		253		305
Professional fees		28		42
Railcar maintenance		372		446
Interest expense		—		3
Equipment and incentive management fees to General Partner		156		126
Other management fees		81		83
Outside services		66		73
Other		115		121
Total expenses		1,832		2,157
Net income	$	966	$	601
Net income:
General Partner	$	10	$	6
Limited Partners		956		595
	$	966	$	601
Net income per Limited Partnership Unit	$	0.08	$	0.05
Weighted average number of Units outstanding		12,471,600		12,471,600

~~ATEL~~See ~~CASH~~accompanying ~~DISTRIBUTION FUND V, L~~notes.P.

~~BALANCE SHEETS~~12

ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL FOR THE YEARS ENDED DECEMBER 31, 20102011 AND 20092010 (In Thousands Except for Units and Per Unit Data)

(In Thousands)


	Limited Partners					General Partner		Total
	Units		Amount			General Partner		Total
Balance December 31, 2009		12,471,600	$	4,347		$	199	$	4,546
Distributions to Limited Partners ($0.10 per Unit)		—		(1,247	)		—		(1,247	)
Net income		—		595			6		601
Balance December 31, 2010		12,471,600		3,695			205		3,900
Distributions to Limited Partners ($0.15 per Unit)		—		(1,870	)		—		(1,870	)
Net income		—		956			10		966
Balance December 31, 2011		12,471,600	$	2,781		$	215	$	2,996

	2010		2009
ASSETS
Cash and cash equivalents	$	496	$	592
Accounts receivable		95		61
Prepaid expenses		4		5
Investments in equipment and leases, net of accumulated depreciation of $16,402 at December 31, 2010 and $15,715 at December 31, 2009		3,624		4,610
Total assets	$	4,219	$	5,268
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner	$	81	$	71
Other		130		204
Accrued interest payable		-		1
Non-recourse debt		-		344
Unearned operating lease income		108		102
Total liabilities		319		722
Commitments and contingencies
Partners’ capital:
General Partner		205		199
Limited Partners		3,695		4,347
Total Partners’ capital		3,900		4,546
Total liabilities and Partners’ capital	$	4,219	$	5,268

See accompanying notes.

~~See accompanying notes.~~13

13ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 (In Thousands)

ATEL CASH DISTRIBUTION FUND V, L.P.


	2011			2010
Operating activities:
Net income	$	966		$	601
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation of operating lease assets		761			958
Gain on sales of assets		(198	)		(251	)
Changes in operating assets and liabilities:
Accounts receivable		(166	)		(34	)
Prepaid expenses		2			1
Accounts payable and accruals:
General Partner		32			10
Other		95			(74	)
Accrued interest payable		—			(1	)
Unearned operating lease income		(87	)		6
Net cash provided by operating activities		1,405			1,216
Investing activities:
Proceeds from sales of assets		218			285
Improvements of equipment on operating leases		—			(6	)
Net cash provided by investing activities		218			279
Financing activities:
Repayments of non-recourse debt		—			(344	)
Distributions to Limited Partners		(1,870	)		(1,247	)
Net cash used in financing activities		(1,870	)		(1,591	)
Net decrease in cash and cash equivalents		(247	)		(96	)
Cash and cash equivalents at beginning of year		496			592
Cash and cash equivalents at end of year	$	249		$	496
Supplemental disclosures of cash flow information:
Cash paid during the year for taxes	$	3		$	5
Cash paid during the year for interest	$	—		$	4

~~STATEMENTS~~See OFaccompanying ~~OPERATIONS~~notes.

~~FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009~~14

(InATEL ThousandsCASH ExceptDISTRIBUTION forFUND UnitsV, andL.P. PerNOTES UnitTO Data)FINANCIAL STATEMENTS

	2010		2009
Revenues:
Leasing activities:
Operating leases	$	2,503	$	2,573
Gain on sales of assets		251		70
Other		4		2
Total revenues		2,758		2,645
Expenses:
Depreciation of operating lease assets		958		1,362
Cost reimbursements to General Partner		305		644
Professional fees		42		44
Railcar maintenance		446		434
Interest expense		3		36
Equipment and incentive management fees to General Partner		126		95
Other management fees		83		68
Outside services		73		71
Other		121		79
Total expenses		2,157		2,833
Net income (loss)	$	601	$	(188	)
Net income (loss):
General Partner	$	6	$	-
Limited Partners		595		(188	)
	$	601	$	(188	)
Net income (loss) per Limited Partnership Unit	$	0.05	$	(0.02	)
Weighted average number of Units outstanding		12,471,600		12,471,600

1. Organization and Limited Partnership matters:

~~See~~ATEL ~~accompanying~~Cash ~~notes~~Distribution Fund V, L.P. (the “Partnership” or the “Fund”) was formed under the laws of the State of California in September 1992. The Partnership was formed for the purpose of engaging in the sale of limited partnership investment units and acquiring equipment to engage in equipment leasing and sales activities. The Partnership may continue until December 31, 2013. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a California limited liability company. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

14The Partnership conducted a public offering of 12,500,000 Limited Partnership Units (“Units”) at a price of $10 per Unit. On March 19, 1993, subscriptions for the minimum number of Units, 120,000, or $1.2 million, had been received. On that date, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). As of November 15, 1994, the Partnership had received and accepted subscriptions for 12,500,000, or $125 million in addition to the initial Limited Partners’ Units and the offering was terminated. As of December 31, 2011, 12,471,600 Units were issued and outstanding.

~~ATEL~~The ~~CASH~~Partnership’s ~~DISTRIBUTION~~principal ~~FUND~~objectives Vhave been to invest in a diversified portfolio of equipment that (i) preserves, Lprotects and returns the Partnership’s invested capital; (ii) generates distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), which ended December 31, 2000; and (iii) provides significant distributions following the Reinvestment Period and until all equipment has been sold.P The Partnership is governed by its Limited Partnership Agreement (“Partnership Agreement”).

~~STATEMENTS~~Pursuant OFto ~~CHANGES~~the INPartnership ~~PARTNERS’~~Agreement, ~~CAPITAL~~AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (Note 5). The Partnership is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

~~FOR~~As ~~THE~~of ~~YEARS~~December ~~ENDED DECEMBER~~ 31, ~~2010~~2011, ~~AND~~the ~~2009~~Partnership is in the liquidation phase of its life cycle as defined in the Partnership Agreement and is making distributions on an annual basis or at the discretion of the General Partner.

(In2. ThousandsSummary Exceptof forsignificant Unitsaccounting and Per Unit Data)policies:

	Limited Partners					General
	Units		Amount			Partner		Total
Balance December 31, 2008		12,471,600	$	5,159		$	199	$	5,358
Distributions to Limited Partners ($0.05 per Unit)		-		(624	)		-		(624	)
Net loss		-		(188	)		-		(188	)
Balance December 31, 2009		12,471,600		4,347			199		4,546
Distributions to Limited Partners ($0.10 per Unit)		-		(1,247	)		-		(1,247	)
Net income		-		595			6		601
Balance December 31, 2010		12,471,600	$	3,695		$	205	$	3,900

Basis of presentation:

~~See~~The accompanying ~~notes~~balance sheets as of December 31, 2011 and 2010, and the related statements of income, changes in partners’ capital, and cash flows for the years then ended, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission. Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no significant effect on the reported financial position or results from operations.

15Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

~~ATEL~~In ~~CASH~~preparing ~~DISTRIBUTION~~the ~~FUND~~accompanying Vfinancial statements, Lthe Partnership has reviewed, as determined necessary by the General Partner, events that have occurred after December 31, 2011, up until the issuance of the financial statements.P No events were noted which would require disclosure in the footnotes to the financial statements.

STATEMENTSUse OFof CASH FLOWSestimates:

~~FOR~~The ~~THE~~preparation ~~YEARS~~of ~~ENDED~~financial ~~DECEMBER~~statements 31in conformity with GAAP 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes, ~~2010~~and ~~AND~~determination ~~2009~~of the allowance for doubtful accounts.

~~(In Thousands)~~15

	2010			2009
Operating activities:
Net income (loss)	$	601		$	(188	)
Adjustment to reconcile net income (loss) to cash provided by operating activities:
Depreciation of operating lease assets		958			1,362
Gain on sales of assets		(251	)		(70	)
Reversal of provision for doubtful accounts		-			(8	)
Changes in operating assets and liabilities:
Accounts receivable		(34	)		133
Prepaid expenses		1			(1	)
Accounts payable and accruals:
General Partner		10			30
Other		(74	)		(11	)
Accrued interest payable		(1	)		(4	)
Unearned operating lease income		6			(5	)
Net cash provided by operating activities		1,216			1,238
Investing activities:
Proceeds from sales of lease assets		285			101
Improvements of equipment on operating leases		(6	)		-
Net cash provided by investing activities		279			101
Financing activities:
Repayments of non-recourse debt		(344	)		(798	)
Distributions to Limited Partners		(1,247	)		(624	)
Net cash used in financing activities		(1,591	)		(1,422	)
Net decrease in cash and cash equivalents		(96	)		(83	)
Cash and cash equivalents at beginning of year		592			675
Cash and cash equivalents at end of year	$	496		$	592
Supplemental disclosures of cash flow information:
Cash paid during the year for taxes	$	5		$	5
Cash paid during the year for interest	$	4		$	39

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

See2. accompanyingSummary notes. of significant accounting policies: - (continued)

16Cash and cash equivalents:

~~ATEL~~Cash ~~CASH~~and ~~DISTRIBUTION~~cash ~~FUND~~equivalents Vinclude cash in banks and cash equivalent investments, Lsuch as U.PS. Treasury instruments, with original and/or purchased maturities of ninety days or less.

NOTESCredit TO FINANCIAL STATEMENTSrisk:

1Financial instruments that potentially subject the Partnership to concentrations of credit risk include cash and cash equivalents and accounts receivable. ~~Organization~~The Partnership places the majority of its cash deposits in noninterest-bearing transaction accounts which are fully insured, without limit, through December 31, 2012 under the Dodd-Frank amendment to the Federal Deposit Insurance Act. This unlimited coverage is separate from, and ~~Limited~~in addition to, the coverage provided to depositors with other accounts held at a depository institution insured by the Federal Deposit Insurance Corporation. The remainder of the Funds’ cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Partnership. ~~matters:~~Accounts receivable represent amounts due from lessees in various industries related to equipment on operating leases.

ATELAccounts Cash Distribution Fund V, L.P. (the “Partnership” or the “Fund”) was formed under the laws of the State of California in September 1992. The Partnership was formed for the purpose of engaging in the sale of limited partnership investment units and acquiring equipment to engage in equipment leasing and sales activities. The Partnership may continue until December 31, 2013. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a California limited liability company. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.receivable:

~~The~~Accounts ~~Partnership~~receivable ~~conducted~~represent athe ~~public~~amounts ~~offering~~billed ofunder ~~12,500,000~~operating ~~Limited~~lease ~~Partnership~~contracts ~~Units~~which ~~(“Units”)~~are atcurrently adue ~~price~~to ofthe ~~$10 per Unit~~Partnership. OnAllowances ~~March 19, 1993, subscriptions~~ for ~~the~~doubtful ~~minimum~~accounts ~~number~~are oftypically ~~Units,~~established ~~120,000,~~based oron ~~$1.2~~historical ~~million,~~charge-off ~~had~~and ~~been~~collection ~~received.~~experience Onand ~~that date,~~ the ~~Partnership~~collectability ~~commenced~~of ~~operations~~specifically inidentified ~~its~~lessees ~~primary business (acquiring equipment to engage in equipment leasing~~ and ~~sales~~invoiced ~~activities)~~amounts. AsAccounts ofreceivable ~~November~~deemed ~~15,~~uncollectible ~~1994,~~are ~~the~~charged-off ~~Partnership~~to ~~had~~the ~~received~~allowance ~~and~~on ~~accepted~~a ~~subscriptions~~specific ~~for~~identification ~~12,500,000,~~basis. orAmounts ~~$125~~recovered ~~million~~that inwere ~~addition~~previously towritten-off ~~the~~are ~~Initial~~recorded ~~Limited~~as ~~Partners’~~other ~~Units~~income ~~and~~in the ~~offering~~period ~~was terminated~~received. ~~As of December 31, 2010, 12,471,600 Units were issued and outstanding.~~

~~Pursuant~~Equipment subject to ~~the~~operating ~~Partnership~~leases ~~Agreement,~~is ~~AFS~~stated ~~receives~~at ~~compensation~~cost. ~~and~~Depreciation ~~reimbursements~~is ~~for~~being ~~services~~recognized ~~rendered~~ on ~~behalf~~a ofstraight-line ~~the~~method ~~Partnership~~over ~~(Note~~the ~~6).~~terms ~~The~~of ~~Partnership~~the isrelated ~~required~~leases to ~~maintain~~the ~~reasonable~~equipment’s ~~cash~~estimated ~~reserves~~residual ~~for~~values. ~~working~~Maintenance ~~capital,~~costs ~~the~~associated ~~repurchase~~with ofthe ~~Units~~Fund’s ~~and~~portfolio ~~contingencies.~~of ~~The~~leased ~~repurchase~~assets ofare ~~Units~~expensed isas ~~solely~~incurred. atMajor ~~the~~additions ~~discretion~~and ofbetterments ~~AFS~~are capitalized.

AsOperating oflease ~~December~~revenue ~~31,~~is ~~2010,~~recognized ~~the~~on ~~Partnership~~a isstraight-line inbasis over the ~~liquidation~~term ~~phase~~ of ~~its~~the ~~life~~underlying ~~cycle~~leases. The initial lease terms vary as ~~defined~~to inthe type of equipment subject to the ~~Partnership~~leases, ~~Agreement~~the needs of the lessees and isthe ~~making~~terms ~~distributions~~to onbe annegotiated, ~~annual~~but ~~basis~~initial orleases atwere ~~the~~generally ~~discretion~~from of36 to 84 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the ~~General~~balance ~~Partner~~sheet.

2Operating leases are generally placed in a non-accrual status (i.e., ~~Summary~~no revenue is recognized) when payments are more than 90 days past due. Additionally, management considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of ~~significant~~all ~~accounting~~operating ~~policies:~~lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases may be placed on non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, revenues are recognized on a cash basis.

BasisAsset of presentationvaluation:

~~The~~Recorded ~~accompanying~~values ~~balance~~of ~~sheets~~the asPartnership’s ofasset ~~December~~portfolio ~~31,~~are ~~2010~~periodically ~~and~~reviewed ~~2009,~~for ~~and~~impairment. ~~the~~An ~~related~~impairment ~~statements~~loss ofis ~~operations,~~measured ~~changes~~and inrecognized ~~partners’~~only ~~capital,~~if ~~and~~the estimated undiscounted future cash flows ~~for~~of the ~~years~~asset ~~then~~are ~~ended,~~less ~~have~~than ~~been~~their ~~prepared~~net inbook ~~accordance~~value. ~~with~~The ~~accounting~~estimated ~~principles~~undiscounted ~~generally~~future ~~accepted~~cash inflows are the ~~United~~sum ~~States~~of the estimated residual value of ~~America~~the ~~(“GAAP”)~~asset ~~and~~at the ~~rules~~end of the asset’s expected holding period and ~~regulations~~estimates of undiscounted future rents. The residual value assumes, among other things, that the ~~Securities~~asset is utilized normally in an open, unrestricted and ~~Exchange~~stable ~~Commission~~market. ~~Certain~~Short-term ~~prior~~fluctuations ~~year~~in ~~amounts~~the ~~have~~market ~~been~~place ~~reclassified~~are todisregarded ~~conform~~and it is assumed that there is no necessity either to dispose of a significant number of the ~~current~~assets, ~~year~~if ~~presentation~~held in quantity, simultaneously or to dispose of the asset quickly. ~~These~~Impairment ~~reclassifications~~is ~~had~~measured noas ~~effect~~the ondifference ~~capital~~between orthe ~~net~~fair ~~income~~value (~~loss~~as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the assets and its carrying value on the measurement date.

~~Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.~~16

InATEL preparingCASH theDISTRIBUTION accompanyingFUND financial statementsV, the Partnership has reviewed, as determined necessary by the General Partner, events that have occurred after December 31, 2010, up until the issuance of the financial statementsL.P. NoNOTES eventsTO wereFINANCIAL noted which would require disclosure in the footnotes to the financial statements.STATEMENTS

Use2. Summary of estimatessignificant accounting policies: - (continued)

TheSegment preparation of financial statements in conformity with GAAP 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes, and determination of the allowance for doubtful accounts.:

17The Partnership is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly the Partnership operates in one reportable operating segment in the United States.

~~ATEL~~The ~~CASH~~Partnership’s ~~DISTRIBUTION~~principal ~~FUND~~decision V,makers Lare the General Partner’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer.P The Partnership believes that its equipment leasing business operates as one reportable segment because: a) the Partnership measures profit and loss at the equipment portfolio level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the Partnership does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Partnership has not chosen to organize its business around different products and services other than equipment lease financing; and e) the Partnership has not chosen to organize its business around geographic areas.

~~NOTES~~However, TOcertain ~~FINANCIAL~~of ~~STATEMENTS~~the Partnership’s lessee customers may have international operations. In these instances, the Partnership is aware that certain equipment, primarily rail and transportation, may periodically exit the country. However, these lessee customers are US-based, and it is impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets are deployed.

2The primary geographic region in which the Partnership sought leasing opportunities was North America. ~~Summary~~The table below summarizes geographic information relating to the sources, by nation, of ~~significant~~the ~~accounting~~total ~~policies~~net revenues for the years ended December 31, 2011 and 2010, and long-lived tangible assets as of December 31, 2011 and 2010 (~~continued~~dollars in thousands):

Cash and cash equivalents:


	For the year ended December 31,
	2011		% of Total			2010		% of Total
Revenue
United States	$	2,675		96	%	$	2,758		100	%
Canada		123		4	%		—		0	%
Total International		123		4	%		—		0	%
Total	$	2,798		100	%	$	2,758		100	%

Cash and cash equivalents include cash in banks and cash equivalent investments, such as U.S. Treasury instruments, with original and/or purchased maturities of ninety days or less.


	As of December 31,					As of December 31,
	2011		% of Total			2010		% of Total
Long-lived assets
United States	$	2,066		73	%	$	3,624		100	%
Canada		777		27	%		—		0	%
Total International		777		27	%		—		0	%
Total	$	2,843		100	%	$	3,624		100	%

CreditUnearned riskoperating lease income:

~~Financial~~The ~~instruments that potentially subject the~~ Partnership torecords ~~concentrations~~prepayments ofon ~~credit~~operating ~~risk~~leases ~~include~~as ~~cash~~a ~~and~~liability, ~~cash~~unearned ~~equivalents~~operating ~~and~~lease ~~accounts receivable~~income. The ~~Partnership~~liability ~~places~~is ~~the~~recorded ~~majority~~when ofthe ~~its~~prepayments ~~cash~~are ~~deposits~~received and ~~temporary~~recognized ~~cash~~as ~~investments~~operating inlease ~~U.S.~~revenue ~~Treasury~~ratably ~~denominated~~over ~~instruments with~~ the ~~remainder~~period ~~placed in financial institutions with no less than $10 billion in assets, so as~~ to ~~meet~~which ~~ongoing working capital requirements. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to~~ the ~~Partnership.~~prepayments ~~Accounts receivable represent amounts due from lessees in various industries related to equipment on operating leases~~relate.

AccountsIncome receivabletaxes:

~~Accounts~~Pursuant ~~receivable~~to ~~represent~~ the ~~amounts~~provisions ~~billed~~of ~~under~~Section ~~operating~~701 ~~lease~~of ~~contracts~~the ~~which~~Internal ~~are~~Revenue ~~currently~~Code, ~~due~~a partnership is not subject to ~~the~~federal ~~Partnership~~income taxes. ~~Allowances~~All ~~for~~income ~~doubtful~~and ~~accounts~~losses of the Partnership are ~~typically~~the ~~established~~liability ~~based~~of onthe ~~historical~~individual ~~charge-off~~partners and ~~collection~~are ~~experience~~allocated ~~and~~to the ~~collectability~~partners offor ~~specifically~~inclusion ~~identified~~in ~~lessees~~their ~~and~~individual ~~invoiced~~tax ~~amounts~~returns. ~~Accounts~~Accordingly, ~~receivable~~the ~~deemed~~Partnership ~~uncollectible~~has ~~are~~provided ~~charged-off~~current toincome ~~the~~and ~~allowance~~franchise ontaxes afor ~~specific~~only ~~identification~~those ~~basis.~~states ~~Amounts~~which ~~recovered~~levy ~~that~~taxes ~~were~~on ~~previously~~partnerships. ~~written-off~~Interest ~~are~~and ~~recorded~~penalties ason ~~other~~such ~~income~~taxes inare ~~the~~considered ~~period~~to ~~received~~be insignificant.

~~Equipment on operating leases and related revenue recognition:~~17

EquipmentATEL subjectCASH toDISTRIBUTION operatingFUND leasesV, is stated at costL. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual valuesP. MaintenanceNOTES costsTO associatedFINANCIAL with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.STATEMENTS

Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases2. TheSummary initial lease terms vary as to the type of equipmentsignificant subjectaccounting topolicies: the- leases, the needs of the lessees and the terms to be negotiated, but initial leases were generally from 36 to 84 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.(continued)

~~Operating~~For ~~leases~~the ~~are~~years ~~generally~~ended ~~placed~~December in31, a2011 ~~non-accrual~~and ~~status (i.e.~~2010, noincome ~~revenue~~taxes isand ~~recognized)~~franchise ~~when~~taxes ~~payments~~totaled ~~are~~$3 ~~more~~thousand ~~than~~and 90$2 ~~days~~thousand, ~~past due~~respectively. ~~Additionally,~~The ~~management~~Partnership ~~considers~~does ~~the~~not ~~equipment~~have ~~underlying~~any ~~the~~entity ~~lease~~level ~~contracts~~uncertain ~~for~~tax ~~impairment~~positions. ~~and~~The ~~periodically~~Partnership ~~reviews~~files ~~the~~income ~~credit~~tax ~~worthiness~~returns ofin ~~all~~the ~~operating lessees with payments outstanding less than 90 days~~U.S. ~~Based~~federal ~~upon~~jurisdiction ~~management’s~~and ~~judgment,~~various ~~the~~state ~~related~~jurisdictions ~~operating~~and ~~leases~~is ~~may~~generally besubject ~~placed~~to onexamination ~~non-accrual~~by ~~status~~U.S. ~~Leases~~federal ~~placed~~(or onstate ~~non-accrual~~and ~~status~~local) ~~are~~income ~~only~~tax ~~returned~~authorities tofor anthree ~~accrual~~years ~~status~~from ~~when~~ the ~~account~~filing ~~has been brought current and management believes recovery~~ of ~~the~~a ~~remaining~~tax ~~unpaid lease payments is probable~~return. ~~Until such time, all payments received are applied only against outstanding principal balances.~~

~~Asset~~The ~~valuation~~tax bases of the Partnership’s net assets and liabilities vary from the amounts presented in these financial statements at December 31, 2011 and 2010 as follows (in thousands):


	2011			2010
Financial statement basis of net assets	$	2,996		$	3,900
Tax basis of net assets (unaudited)		16,805			17,266
Difference (unaudited)	$	(13,809	)	$	(13,366	)

18The primary differences between the tax bases of the net assets and the amounts recorded in the financial statements are the result of differences in the adjustments related to lease revenues and accounting for depreciation methods used in the financial statements and the Partnership’s tax returns.

~~ATEL~~The ~~CASH~~following ~~DISTRIBUTION~~reconciles ~~FUND~~the Vnet income reported in these financial statements to the income reported on the Partnership’s federal tax return (unaudited) for each of the years ended December 31, ~~L.P.~~2011 and 2010 (in thousands):

NOTES TO FINANCIAL STATEMENTS


	2011			2010
Net income per financial statements	$	966		$	601
Tax adjustments (unaudited):
Adjustment to depreciation expense		621			674
Adjustments to lease revenues		(88	)		7
Gain on sale of assets		(90	)		33
Income per federal tax return (unaudited)	$	1,409		$	1,315

2.Per Summaryunit of significant accounting policies (continued)data:

~~Segment~~Net ~~reporting:~~income and distributions per unit are based upon the weighted average number of Limited Partners’ units outstanding during the year.

The3. PartnershipConcentration is not organized by multiple operating segments for the purpose of makingcredit operatingrisk decisionsand ormajor assessing performance. Accordingly the Partnership operates in one reportable operating segment in the United States.customers:

The Partnership’s ~~principal~~has ~~decision~~leased ~~makers~~equipment ~~are~~to ~~the~~lessees ~~General~~in ~~Partner’s~~diversified ~~Chief~~industries. ~~Executive~~Leases ~~Officer~~are ~~and~~subject ~~its~~to ~~Chief~~AFS’s ~~Financial~~credit ~~Officer~~committee ~~and Chief Operating Officer~~review. The ~~Partnership~~leases ~~believes~~provide ~~that~~for ~~its equipment leasing business operates as one reportable segment because: a)~~ the ~~Partnership~~return ~~measures~~of ~~profit and loss at~~ the equipment ~~portfolio~~upon level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the Partnership does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Partnership has not chosen to organize its business around different products and services other than equipment lease financing; and e) the Partnership has not chosen to organize its business around geographic areasdefault.

~~However,~~The ~~certain of the~~ Partnership’s ~~lessee customers may have international operations. In these instances, the Partnership~~ is ~~aware~~no ~~that~~longer ~~certain~~acquiring equipment,. ~~primarily~~As ~~rail~~assets ~~and~~have ~~transportation,~~been ~~may~~sold ~~periodically~~upon ~~exit~~maturity of the ~~country.~~related ~~However~~leases, ~~these~~concentrations ~~lessee~~have ~~customers~~arisen ~~are~~in ~~US-based,~~certain ~~and~~industries itdue isto ~~impractical for~~ the ~~Partnership~~decreasing tonumber ~~track,~~of onremaining anleases ~~asset-by-asset,~~and ~~day-by-day basis, where these~~ assets ~~are deployed~~.

~~The~~As ~~primary~~of ~~geographic~~December ~~regions~~31, in2011 ~~which~~and ~~the~~2010, ~~Partnership~~approximately ~~sought~~99% ~~leasing opportunities were North America~~ and ~~Europe. Currently~~98%, ~~100%~~ of the Partnership’s operating ~~revenues~~lease ~~are~~assets ~~from~~(as ~~customers~~a ~~domiciled~~percentage of total equipment cost), respectively, were leased to lessees in ~~North~~the ~~America~~rail transportation industry.

~~Unearned operating lease income:~~18

TheATEL PartnershipCASH recordsDISTRIBUTION prepaymentsFUND on operating leases as a liabilityV, unearned operating lease incomeL.P. TheNOTES liabilityTO isFINANCIAL recorded when the prepayments are received and recognized as operating lease revenue ratably over the period to which the prepayments relate.STATEMENTS

Income3. taxesConcentration of credit risk and major customers: - (continued)

~~Pursuant~~During to2011 ~~the provisions of Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. All income~~ and losses of the Partnership are the liability of the individual partners and are allocated to the partners for inclusion in their individual tax returns. Accordingly, the Partnership has provided current income and franchise taxes for only those states which levy taxes on partnerships. Interest and penalties on such taxes are considered to be insignificant. For the years ended December 31, 2010 ~~and 2009~~, ~~income~~certain ~~taxes~~lessees ~~and~~generated ~~franchise~~significant ~~taxes~~portions ~~totaled~~(defined $2as ~~thousand~~10% and $6 thousand, respectively. The Partnership does not have any entity level uncertain tax positions. The Partnership files income tax returns in the U.S. federal jurisdiction and various state jurisdictions and is generally subject to examination by U.S. federal (or ~~state and local~~more) ~~income~~of ~~tax~~the ~~authorities~~Partnership’s ~~for~~total ~~three~~lease ~~years~~revenues ~~from~~as ~~the~~follows: ~~filing of a tax return.~~

The tax bases of the Partnership’s net assets and liabilities vary from the amounts presented in these financial statements at December 31, 2010 and 2009 as follows (in thousands):


			Percentage of Total Lease Revenues
Lessee	Type of Equipment		2011			2010
Union Pacific Railroad Company		Railcars		28	%		34	%
Central States Enterprises		Railcars		23	%		26	%
Interstate Commodities		Railcars		21	%		14	%
Union Carbide Corporation		Railcars		*			10	%

	2010			2009
Financial statement basis of net assets	$	3,900		$	4,546
Tax basis of net assets (unaudited)		17,266			17,198
Difference (unaudited)	$	(13,366	)	$	(12,652	)

Less than 10%.

The4. primaryInvestments differences between the tax bases of the net assets and the amounts recorded in theequipment financial statements are the result of differences in the adjustments related to lease revenues and accountingleases, for depreciation methods used in the financial statements and the Partnership’s tax returns.net:

19The Partnership’s investments in equipment and leases consist of the following (in thousands):

ATEL CASH DISTRIBUTION FUND V, L.P.


	Balance December 31, 2010		Reclassifications & Additions/ Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance December 31, 2011
Net investment in operating leases	$	3,624	$	(34	)	$	(761	)	$	2,829
Assets held for sale or lease, net of accumulated depreciation of $5 in 2011 and $0 in 2010		—		15			(1	)		14
Total	$	3,624	$	(19	)	$	(762	)	$	2,843

NOTESImpairment TOof FINANCIALinvestments STATEMENTSin leases and assets held for sale or lease:

2Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. ~~Summary~~As a result of ~~significant~~these ~~accounting~~reviews, ~~policies~~management ~~(continued):~~determined that no impairment losses existed in either 2011 or 2010.

The ~~following~~Partnership ~~reconciles~~utilizes ~~the~~a ~~net~~straight ~~income~~line ~~(loss)~~depreciation ~~reported~~method infor ~~these~~equipment ~~financial~~in ~~statements~~all toof the ~~income~~categories ~~reported~~currently in its portfolio of lease transactions. Depreciation expense on the Partnership’s ~~federal~~equipment ~~tax~~approximated ~~return~~$761 ~~(unaudited)~~thousand ~~for~~and ~~each~~$958 ofthousand for the years ended December 31, ~~2010~~2011 and ~~2009~~2010, ~~(in~~respectively. ~~thousands):~~

	2010		2009
Net income (loss) per financial statements	$	601	$	(188	)
Tax adjustments (unaudited):
Adjustment to depreciation expense		674		1,064
Provision for losses and doubtful accounts		-		(8	)
Adjustments to lease revenues		7		(6	)
Gain on sale of assets		33		31
Income per federal tax return (unaudited)	$	1,315	$	893

All of equipment on lease was acquired in the years 1993 through 2004.

PerOperating unit dataleases:

~~Net~~Equipment ~~income~~on ~~(loss)~~operating ~~and~~leases ~~distributions~~consists ~~per~~of ~~unit are based upon~~ the ~~weighted~~following ~~average~~(in ~~number~~thousands): ~~of Limited Partners’ units outstanding during the year.~~

Recent accounting pronouncements:


	Balance December 31, 2010			Additions			Reclassifications or Dispositions			Balance December 31, 2011
Transportation, rail	$	19,626		$	—		$	(3,247	)	$	16,379
Containers		400			—			(166	)		234
		20,026			—			(3,413	)		16,613
Less accumulated depreciation		(16,402	)		(761	)		3,379			(13,784	)
Total	$	3,624		$	(761	)	$	(34	)	$	2,829

InThe ~~January~~average ~~2010,~~estimated ~~the~~residual ~~FASB~~value ~~issued~~for ~~ASU~~assets ~~No.~~on ~~2010-06,~~operating ~~“Improving~~leases ~~Disclosure~~was ~~about~~14% ~~Fair Value Measurement” (“ASU 2010-06”). ASU 2010-06 requires additional disclosures related to recurring or nonrecurring fair-value measurements including significant transfers into~~ and ~~out~~15% of ~~Level~~the 1assets’ ~~and~~original ~~Level~~cost 2at ~~fair-value~~December ~~measurements~~31, 2011 and ~~information on purchases~~2010, ~~sales,~~respectively. ~~issuances,~~As ~~and settlements in a rollforward reconciliation~~ of ~~Level~~December ~~3 fair-value measurements. Except for the Level 3 reconciliation disclosures~~31, ~~which are~~2011 ~~effective~~and ~~for fiscal years beginning after December 15,~~ 2010, the ~~guidance became effective for the~~ Partnership ~~beginning~~had ~~January 1, 2010 and was adopted during the first quarter of 2010 with~~ no ~~impact~~operating onleases ~~the~~in ~~Partnership’s~~non-accrual ~~financial position, results of operations or cash flows~~status.

~~3. Concentration of credit risk and major customers:~~19

TheATEL PartnershipCASH hasDISTRIBUTION leasedFUND equipmentV, to lessees in diversified industriesL. Leases are subject to AFS’s credit committee reviewP. TheNOTES leasesTO provideFINANCIAL for the return of the equipment upon default.STATEMENTS

The4. PartnershipInvestments isin no longer acquiring equipment. Asand assets have been sold upon maturity of the related leases, concentrationsnet: have- arisen in certain industries due to the decreasing number of remaining leases and assets.(continued)

AsAt of December 31, ~~2010 and 2009~~2011, ~~approximately~~the ~~98%,~~aggregate amounts of ~~the~~future ~~Partnership’s~~minimum ~~operating~~ lease ~~assets~~payments ~~(as~~under aoperating ~~percentage~~leases ofare ~~total~~as ~~equipment~~follows ~~cost), respectively, were leased to lessees~~ (in ~~the~~thousands): ~~rail transportation industry.~~

During 2010 and 2009, certain lessees generated significant portions (defined as 10% or more) of the Partnership’s total lease revenues as follows:


	Operating Leases
Year ending December 31, 2012	$	1,324
2013		1,166
2014		1,012
2015		776
2016		652
Thereafter		105
	$	5,035

		Percentage of Total Lease Revenues
Lessee	Type of Equipment	2010			2009
Union Pacific Railroad Company	Railcars		34	%		33	%
Central States	Railcars		26	%		25	%
Interstate Commodities	Railcars		14	%		14	%
Union Carbide Corporation	Railcars		10	%		10	%

As indicated in Note 1, the Partnership is scheduled to terminate no later than December 31, 2013. In the event that any assets remain at such date, the Fund will venture to dispose of such assets in an orderly manner within a reasonable timeframe.

~~ATEL~~The ~~CASH~~terms ~~DISTRIBUTION~~of ~~FUND~~the VPartnership Agreement provide that AFS and/or affiliates are entitled to receive certain fees for equipment acquisition, Lmanagement and resale, and for management of the Partnership.P.

~~NOTES~~The TOPartnership ~~FINANCIAL~~Agreement ~~STATEMENTS~~allows for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership. Administrative services provided include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of equipment.

4.Each ~~Allowance~~of ATEL Leasing Corporation (“ALC”) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for ~~doubtful~~the ~~accounts:~~Partnership. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by AFS.

~~Activities~~Cost onreimbursements to the ~~allowance~~General Partner are based on its costs incurred in performing administrative services for ~~doubtful~~the ~~accounts~~Partnership. These costs are allocated to each managed entity based on certain criteria such as ~~follows~~total ~~(in~~assets, ~~thousands):~~number of investors or contributed capital based upon the type of cost incurred.

	Allowance for doubtful accounts
Balance December 31, 2008	$	8
Adjustments to provision		(8	)
Balance December 31, 2009		-
Adjustments to provision		-
Balance December 31, 2010	$	-

Incentive management fees are computed as 5% of distributions of cash from operations, as defined in the Partnership Agreement and equipment management fees are computed as 5% of gross revenues from operating leases, as defined in the Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Partnership Agreement.

5.During ~~Investments~~the inyears ~~equipment~~ended December 31, 2011 and ~~leases~~2010, ~~net~~AFS and/or affiliates earned fees, commissions and reimbursements pursuant to the Partnership Agreement as follows (in thousands):

The Partnership’s investments in equipment and leases consist of the following (in thousands):


	2011		2010
Cost reimbursements to General Partner and/or affiliates	$	253	$	305
Equipment and incentive management fees to General Partner		156		126
	$	409	$	431

	Balance December 31, 2009		Reclassifications & Additions / Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance December 31, 2010
Net investment in operating leases	$	4,307	$	275		$	(958	)	$	3,624
Assets held for sale or lease, net of accumulated depreciation of $0 in 2010 and $1,037 in 2009		303		(303	)		-			-
Total	$	4,610	$	(28	)	$	(958	)	$	3,624

6. Guarantees:

~~Impairment~~The Partnership enters into contracts that contain a variety of ~~investments~~indemnifications. inThe ~~leases~~Partnership’s ~~and~~maximum ~~assets~~exposure ~~held~~under ~~for~~these ~~sale~~arrangements is unknown. However, the Partnership has not had prior claims or ~~lease:~~losses pursuant to these contracts and expects the risk of loss to be remote.

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. As a result of these reviews, management determined that no impairment losses existed in either 2010 or 2009.20

TheATEL PartnershipCASH utilizesDISTRIBUTION aFUND straightV, line depreciation method for equipment in all of the categories currently in its portfolio of lease transactionsL. Depreciation expense on the Partnership’s equipment approximated $958 thousand and $1P.4 millionNOTES forTO theFINANCIAL years ended December 31, 2010 and 2009, respectively.STATEMENTS

All6. ofGuarantees: equipment- on lease was acquired in the years 1993 through 2004.(continued)

~~Operating~~The ~~leases:~~General Partner knows of no facts or circumstances that would make the Partnership’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnership’s similar commitments is remote. Should any such indemnification obligation become payable, the Partnership would separately record and/or disclose such liability in accordance with GAAP.

Investment7. inPartners’ operating lease equipment, net consists of the following (in thousands)capital:

	Balance December 31, 2009			Additions			Reclassifications or Dispositions			Balance December 31, 2010
Transportation, rail	$	18,488		$	6		$	1,132		$	19,626
Containers		497			-			(97	)		400
		18,985			6			1,035			20,026
Less accumulated depreciation		(14,678	)		(958	)		(766	)		(16,402	)
Total	$	4,307		$	(952	)	$	269		$	3,624

As of December 31, 2011 and 2010, 12,471,600 Units were issued and outstanding (including the Units issued to the initial Limited Partners).

The ~~average~~Partnership ~~estimated~~has ~~residual~~the ~~value~~right, ~~for~~exercisable ~~assets~~at onthe ~~operating~~General ~~leases~~Partner’s ~~was~~discretion, ~~15%~~but ~~and~~not 18the obligation, to repurchase Units of a Unit holder who ceases to be a U.S. Citizen, for a price equal to 100% of the ~~assets~~holder’s ~~original~~capital ~~cost~~account. atThe ~~December~~Partnership 31is otherwise permitted, ~~2010~~but ~~and~~not ~~2009~~required, ~~respectively~~to repurchase Units upon a holder’s request. AsThe repurchase of ~~December~~Fund ~~31,~~units ~~2010~~is made in accordance with Section 13 of the Amended and ~~2009~~Restated Agreement of Limited Partnership. The repurchase would be at the discretion of the General Partner on terms it determines to be appropriate under given circumstances, in the event that the General Partner deems such repurchase to be in the best interest of the Partnership; ~~had~~provided, nothe ~~operating~~Partnership ~~leases~~is never required to repurchase any Units. Upon the repurchase of any Units by the Fund, the tendered Units are cancelled. Units repurchased in ~~non~~prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the unit-~~accrual~~holder ~~status~~with respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs.

21As defined in the Partnership Agreement, the Partnership’s Net Profits, Net Losses, and Distributions are to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allows the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at zero. There were no such allocations made during the respective years ended December 31, 2011 and 2010.

~~ATEL~~As ~~CASH~~defined ~~DISTRIBUTION~~in ~~FUND~~the VPartnership Agreement, ~~L.P.~~available Cash from Operations and Cash from Sales and Refinancing are to be distributed as follows:

~~NOTES~~First, TO5% ~~FINANCIAL~~of ~~STATEMENTS~~Distributions of Cash from Operations to AFS as Incentive Management Fee;

5.Second, ~~Investments~~the balance to the Limited Partners until the Limited Partners have received Aggregate Distributions in ~~equipment~~an ~~and~~amount ~~leases~~equal to their Original Invested Capital, ~~net~~as defined, plus a 10% per annum cumulative (~~continued~~compounded daily): return on their Adjusted Invested Capital;

AtThird, ~~December~~AFS ~~31,~~will ~~2010,~~receive ~~the~~as ~~aggregate~~Incentive ~~amounts~~Management Compensation, 15% of ~~future~~remaining ~~minimum~~Cash ~~lease~~from ~~payments~~Operations ~~under~~and ~~operating~~remaining ~~leases~~Cash ~~are~~from asSales ~~follows~~or ~~(in~~Refinancing; ~~thousands):~~and

	Operating Leases
Year ending December 31, 2011	$	709
2012		188
2013		36
2014		36
2015		36
Thereafter		141
	$	1,146

Fourth, the balance to the Limited Partners.

AsDistributions ~~indicated~~to inLimited ~~Note~~Partners 1,for the ~~Partnership~~years isended ~~scheduled to terminate no later than~~ December 31, ~~2013.~~2011 Inand ~~the~~2010 ~~event~~were ~~that~~as ~~any~~follows ~~assets remain at such date, the Fund will venture to dispose of such assets~~ (in anthousands ~~orderly~~except ~~manner~~Units ~~within~~and aper ~~reasonable~~Unit ~~timeframe.~~data):

6. Related party transactions:


	2011		2010
Distributions declared	$	1,870	$	1,247
Weighted average number of Units outstanding		12,471,600		12,471,600
Weighted average distributions per Unit	$	0.15	$	0.10

~~The terms of the Partnership Agreement provide that AFS and/or affiliates are entitled to receive certain fees for equipment acquisition, management and resale, and for management of the Partnership.~~21

~~The~~Item ~~Partnership Agreement allows for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership~~9. ~~Administrative~~CHANGES ~~services~~IN ~~provided~~AND ~~include~~DISAGREEMENTS ~~Partnership~~WITH ~~accounting,~~ACCOUNTANTS ~~investor~~ON ~~relations,~~ACCOUNTING ~~legal~~AND ~~counsel~~FINANCIAL and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of equipment. The Partnership would be liable for certain future costs to be incurred by AFS to manage the administrative services provided to the Partnership.DISCLOSURES

~~Each of ATEL Leasing Corporation (“ALC”) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership~~None. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by AFS.

CostItem reimbursements to the General Partner are based on its costs incurred in performing administrative services for the Partnership9A. TheseCONTROLS costsAND are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred.PROCEDURES

IncentiveEvaluation management fees are computed as 5% of distributionsdisclosure ofcontrols cash from operations, as defined in the Partnership Agreement and equipment management fees are computed as 5% of gross revenues from operating leases, as defined in the Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Partnership Agreement.procedures

~~During~~The ~~the~~Partnership’s ~~years~~General ~~ended~~Partner’s ~~December~~President 31and Chief Executive Officer, ~~2010~~and Executive Vice President and ~~2009,~~Chief ~~AFS~~Financial Officer and~~/or~~ ~~affiliates~~Chief ~~earned~~Operating ~~fees~~Officer (“Management”), ~~commissions~~evaluated ~~and~~the ~~reimbursements~~effectiveness ~~pursuant~~of to the Partnership’s ~~Agreement~~disclosure ascontrols ~~follows~~and procedures (as defined in ~~thousands~~Exchange Act Rule 13a-15(e):) as of the end of the period covered by this report. Based on the evaluation of the Partnership’s disclosure controls and procedures, Management concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.

	2010		2009
Cost reimbursements to General Partner and/or affiliates	$	305	$	644
Equipment and incentive management fees to General Partner		126		95
	$	431	$	739

The Partnership does not control the financial reporting process, and is solely dependent on the Management of the General Partner, who is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles in the United States. The General Partner’s disclosure controls and procedures, as they are applicable to the Partnership, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

22Management’s Annual Report on Internal Control over Financial Reporting

~~ATEL~~The ~~CASH~~Management ~~DISTRIBUTION~~of ~~FUND~~the VGeneral Partner is responsible for establishing and maintaining adequate internal control over financial reporting as that term is defined in Exchange Act Rule 13a-15(f) for the Partnership, Land for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2011.P. The internal control process of the General Partner, as it is applicable to the Partnership, was designed to provide reasonable assurance to Management regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:

~~NOTES~~(1) TOProvide ~~FINANCIAL~~reasonable ~~STATEMENTS~~assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that the Partnership’s receipts and expenditures are being made only in accordance with authorization of the Management of the General Partner; and

7.(2) ~~Non-recourse~~Provide ~~debt:~~reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

~~Non-recourse~~All ~~debt~~internal ~~consisted~~control ofprocesses, ano ~~note~~matter ~~payable~~how towell adesigned, ~~financial~~have ~~institution~~inherent limitations. ~~The~~Therefore, ~~note~~even ~~was~~those ~~due~~processes indetermined ~~monthly~~to ~~installments.~~be ~~Interest~~effective oncan ~~the~~provide ~~note~~only ~~was~~reasonable atassurance awith ~~fixed~~respect ~~rate~~to the reliability of ~~5.0%.~~financial ~~The~~statement ~~note~~preparation ~~was~~and ~~secured~~presentation. byFurther, ~~assignments~~projections of ~~lease~~any ~~payments~~evaluation ~~and~~of ~~pledges~~effectiveness to future periods are subject to the risk that controls may become inadequate because of ~~assets;~~changes ~~and~~in ~~matured~~conditions ~~and~~or ~~was~~that ~~settled~~the ondegree ~~May~~of 1,compliance ~~2010~~with the policies or procedures may deteriorate.

AtManagement of the General Partner assessed the effectiveness of its internal control over financial reporting, as it is applicable to the Partnership, as of December 31, ~~2009~~2011. In making this assessment, it used the ~~outstanding~~criteria ~~balance~~set onforth in Internal Control — Integrated Framework issued by the ~~non-recourse~~Committee ~~debt~~of ~~was~~Sponsoring ~~$344~~Organizations ~~thousand~~of the Treadway Commission (COSO). ~~Gross~~Based ~~lease~~on ~~rentals~~its ~~totaled~~assessment, ~~approximately~~Management ~~$348~~of ~~thousand~~the ~~over~~General Partner concluded that the ~~remaining~~General ~~lease~~Partner’s ~~terms;~~internal ~~and~~control over financial reporting, ~~the~~as ~~carrying~~it ~~value~~is ofapplicable to the ~~pledged~~Partnership, ~~assets~~ was ~~approximately~~effective ~~$1.3~~as ~~million~~of December 31, 2011.

The non-recourse note payable did not contain any material financial covenant. The note was secured by a lien granted by the Partnership to the non-recourse lender on (and only on) the discounted lease transaction. The lender had recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse obligation was payable solely out of this specific security and the Partnership did not guarantee (nor was the Partnership otherwise contractually responsible for) the payment of non-recourse note as a general obligation or liability of the Partnership. Although the Partnership did not have any direct general liability in connection with the non-recourse note apart from the security granted, the Partnership was directly and generally liable and responsible for certain representations, warranties, and covenants made to the lender, such as warranties as to genuineness of the transaction parties' signatures, as to the genuineness of the lease chattel paper or the transaction as a whole, or as to the Partnership's good title to or perfected interest in the secured collateral, as well as similar representations, warranties and covenants typically provided by non-recourse borrowers and customary in the equipment finance industry, and are viewed by the industry as being consistent with a non-recourse discount financing obligation. Accordingly, as there were no financial covenants or ratios imposed on the Partnership in connection with this non-recourse obligation, the Partnership did not believe there were any material covenants that warranted footnote disclosure.22

8This annual report does not include an attestation report of the Partnership’s independent registered public accounting firm regarding internal control over financial reporting. ~~Guarantees:~~Management’s report was not subject to attestation by the Partnership’s independent registered public accounting firm pursuant to Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which exempts non-accelerated filers from Section 404(b) of the Sarbanes-Oxley Act of 2002.

TheChanges Partnershipin entersinternal into contracts that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.control

~~The~~There ~~General~~were ~~Partner knows of~~ no ~~facts~~changes orin ~~circumstances that would make~~ the ~~Partnership~~General Partner’s ~~contractual~~internal ~~commitments~~control ~~outside~~over ~~standard~~financial ~~mutual~~reporting, ~~covenants~~as it is applicable to ~~commercial transactions between businesses. Accordingly,~~ the Partnership, ~~believes~~during ~~that these indemnification obligations are made in~~ the ~~ordinary~~quarter ~~course~~ended ofDecember ~~business~~31, as2011 ~~part~~that ofhave ~~standard~~materially ~~commercial and industry practice~~affected, ~~and~~or ~~that~~are ~~any~~reasonably ~~potential~~likely ~~liability~~to ~~under~~materially affect, the ~~Partnership~~General Partner’s ~~similar~~internal ~~commitments~~control isover ~~remote.~~financial ~~Should~~reporting, ~~any~~as ~~such~~it ~~indemnification~~is ~~obligation~~applicable ~~become~~to ~~payable,~~ the Partnership ~~would separately record and/or disclose such liability in accordance with GAAP~~.

~~9. Partners’ capital:~~23

AsPART of December 31, 2010 and 2009, 12,471,600 Units were issued and outstanding (including the Units issued to the Initial Limited Partners).III

TheItem Partnership has the right, exercisable at the General Partner’s discretion, but not the obligation, to repurchase Units of a Unit holder who ceases to be a U10.S. Citizen,DIRECTORS forAND aEXECUTIVE price equal to 100% of the holder’s capital account. The Partnership is otherwise permitted, but not required, to repurchase Units upon a holder’s request. The repurchase of Fund units is made in accordance with Section 13 of the Amended and Restated Agreement of Limited Partnership. The repurchase would be at the discretion of the General Partner on terms it determines to be appropriate under given circumstances, in the event that the General Partner deems such repurchase to be in the best interest of the Partnership; provided, the Partnership is never required to repurchase any Units. Upon the repurchase of any Units by the Fund, the tendered Units are cancelled. Units repurchased in prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the unit-holder with respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs.OFFICERS

23The registrant is a Limited Partnership and, therefore, has no officers or directors.

All of the outstanding capital stock of ATEL ~~CASH~~Financial ~~DISTRIBUTION~~Services, ~~FUND~~LLC V(“AFS”) (the General Partner) is held by ATEL Capital Group (“ACG”), a holding company formed to control AFS and affiliated companies. The outstanding voting capital stock of ACG is owned 100% by Dean L.P Cash.

~~NOTES~~Each TOof ~~FINANCIAL~~ATEL ~~STATEMENTS~~Leasing Corporation (“ALC”) and AFS is a subsidiary under the control of ACG and performs services for the Partnership. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications services and general administrative services are performed by AFS.

9.The ~~Partners’~~officers ~~capital~~and ~~(continued)~~directors of ACG and its affiliates are as follows:

AsDean ~~defined~~L. inCash ~~the~~President ~~Partnership~~and ~~Agreement,~~Chief ~~the~~Executive ~~Partnership’s~~Officer ~~Net~~of ~~Profits,~~ATEL ~~Net~~Financial ~~Losses~~Services, ~~and~~LLC ~~Distributions~~(General ~~are~~Partner) toParitosh beK. ~~allocated~~Choksi ~~99%~~Executive toVice ~~the~~President ~~Limited~~and ~~Partners~~Chief ~~and~~Financial 1%Officer toand ~~AFS.~~Chief ~~The~~Operating ~~Limited~~Officer ~~Partnership~~of ~~Agreement~~ATEL ~~allows~~Financial ~~the~~Services, ~~Partnership~~LLC to(General ~~make~~Partner) anVasco ~~allocation~~H. ofMorais ~~income~~Executive toVice ~~AFS~~President, inSecretary ~~order~~and toGeneral ~~maintain~~Counsel ~~the~~of ~~capital~~ATEL ~~account~~Financial ofServices, ~~AFS~~LLC at(General ~~zero.~~Partner)

AsDean ~~defined~~L. Cash, age 61, became chairman, president and chief executive officer of ATEL in ~~the~~April ~~Partnership~~2001. ~~Agreement~~Mr. Cash joined ATEL as director of marketing in 1980 and served as a vice president since 1981, ~~available~~executive vice president since 1983 and a director since 1984. Prior to joining ATEL, Mr. Cash was a senior marketing representative for Martin Marietta Corporation, data systems division, from ~~Operations~~1979 to 1980. From 1977 to 1979, he was employed by General Electric Corporation, where he was an applications specialist in the medical systems division and a marketing representative in the information services division. Mr. Cash was a systems engineer with Electronic Data Systems from ~~Sales~~1975 to 1977, and ~~Refinancing~~was ~~are~~involved toin bemaintaining ~~distributed~~and developing software for commercial applications. Mr. Cash received a B.S. degree in psychology and mathematics in 1972 and an M.B.A. degree with a concentration in finance in 1975 from Florida State University. Mr. Cash is an arbitrator with the American Arbitration Association and is qualified as ~~follows:~~a registered principal with the Financial Industry Regulatory Authority.

~~First~~Paritosh K. Choksi, 5%age of58, ~~Distributions~~joined ATEL in 1999 as a director, senior vice president and its chief financial officer. He became its executive vice president and CFO/COO in April 2001. Prior to joining ATEL, Mr. Choksi was chief financial officer at Wink Communications, Inc. from 1997 to 1999. From 1977 to 1997, Mr. Choksi was with Phoenix American Incorporated, a financial services and management company, where he held various positions during his tenure, and was senior vice president, chief financial officer and director when he left the company. Mr. Choksi was involved in all corporate matters at Phoenix and was responsible for Phoenix’s capital market needs. He also served on the credit committee overseeing all corporate investments, including its venture lease portfolio. Mr. Choksi was a part of ~~Cash~~the executive management team which caused Phoenix’s portfolio to increase from ~~Operations~~$50 million in assets to ~~AFS~~over as$2 ~~Incentive~~billion. ~~Management~~Mr. ~~Fee~~Choksi is a member of the board of directors of Syntel, Inc. Mr. Choksi received a bachelor of technology degree in mechanical engineering from the Indian Institute of Technology, Bombay; and an M.B.A. degree from the University of California, Berkeley.

~~Second~~Vasco H. Morais, age 53, joined ATEL in 1989 as general counsel. Mr. Morais manages ATEL’s legal department, which provides legal and contractual support in the ~~balance~~negotiating, documenting, drafting, reviewing and funding of lease transactions. In addition, Mr. Morais advises on general corporate law matters, and assists on securities law issues. From 1986 to 1989, Mr. Morais was employed by the ~~Limited~~BankAmeriLease ~~Partners~~Companies, ~~until~~Bank of America’s equipment leasing subsidiaries, providing in-house legal support on the ~~Limited~~documentation ~~Partners~~of ~~have~~tax-oriented and non-tax oriented direct and leveraged lease transactions, vendor leasing programs and general corporate matters. Prior to the BankAmeriLease Companies, Mr. Morais was with the Consolidated Capital Companies in the Corporate and Securities Legal Department involved in drafting and reviewing contracts, advising on corporate law matters and securities law issues. Mr. Morais received ~~Aggregate~~a ~~Distributions~~B.A. degree in 1982 from the University of California in Berkeley, a J.D. degree in 1986 from Golden Gate University Law School; and an ~~amount~~M.B.A. ~~equal~~(Finance) todegree ~~their~~from ~~Original~~Golden ~~Invested~~Gate ~~Capital~~University in 1997. Mr. Morais, asan ~~defined~~active member of the State Bar of California since 1986, ~~plus~~served as co-chair of the Uniform Business Law Section of the State Bar of California and was inducted as a ~~10%~~fellow ~~per~~of ~~annum~~the ~~cumulative~~American ~~(compounded~~College ~~daily)~~of ~~return~~Commercial onFinance ~~their~~Lawyers ~~Adjusted~~in ~~Invested~~2010. ~~Capital;~~

~~Third, AFS will receive as Incentive Management Compensation, 15% of remaining Cash from Operations and remaining Cash from Sales or Refinancing; and~~24

Fourth,Audit the balance to the Limited Partners.Committee

~~Distributions~~The toboard ~~Limited~~of ~~Partners~~directors ~~for~~of the ~~years~~General ~~ended~~Partner ~~December~~acts ~~31,~~as ~~2010~~the audit committee of the Partnership. Dean L. Cash and ~~2009~~Paritosh ~~were~~K. asChoksi ~~follows~~are ~~(in~~members ~~thousands~~of ~~except~~the ~~Units~~board of directors of the General Partner and ~~per~~are ~~Unit~~deemed ~~data):~~to be financial experts. They are not independent of the Partnership.

	2010		2009
Distributions declared	$	1,247	$	624
Weighted average number of Units outstanding		12,471,600		12,471,600
Weighted average distributions per Unit	$	0.10	$	0.05

Section 16(a) Beneficial Ownership Reporting Compliance

~~10.~~Based ~~Fair~~solely ~~value~~on ~~measurements:~~a review of Forms 3, 4 and 5, the Partnership is not aware of any failures to file reports of beneficial ownership required to be filed during or for the year ended December 31, 2011.

FairCode value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows:Ethics

~~Level~~A 1Code –of ~~Quoted~~Ethics ~~prices~~that inis ~~active~~applicable ~~markets~~to ~~for~~the ~~identical~~Partnership, ~~assets~~including orthe ~~liabilities.~~Chief AnExecutive ~~active~~Officer ~~market~~and ~~for~~Chief ~~the~~Financial ~~asset~~Officer orand ~~liability~~Chief isOperating aOfficer ~~market~~of inits ~~which~~General ~~transactions~~Partner, ~~for~~AFS, ~~the asset~~ or ~~liability~~persons ~~occur~~acting ~~with~~in ~~sufficient~~such ~~frequency~~capacity ~~and~~on ~~volume~~behalf toof ~~provide~~the ~~pricing~~Partnership, ~~information~~is onincluded anas ~~ongoing~~Exhibit ~~basis,~~14.1 ~~generally~~to onthis ~~a national exchange~~report.

LevelItem 211. –EXECUTIVE Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.COMPENSATION

~~Level~~The 3registrant ~~– Valuation~~ is ~~modeled~~a ~~using~~Limited ~~significant inputs that are unobservable in the market. These unobservable inputs reflect the~~ Partnership's ~~own~~and, ~~estimates~~therefore, ofhas ~~assumptions~~no ~~that~~officers ~~market participants would use in pricing the asset~~ or ~~liability~~directors.

AtSet forth hereinafter is a description of the nature of remuneration paid and to be paid to AFS and its Affiliates. The amount of such remuneration paid for the years ended December 31, ~~2010~~2011 and ~~2009,~~2010 is set forth in Item 8 of this report under the ~~Partnership~~caption ~~had~~“Financial noStatements ~~assets~~and orSupplementary ~~liabilities~~Data — Notes ~~that~~to ~~require~~Financial ~~measurement~~Statements — Related party transactions,” at ~~fair~~Note ~~value~~5 onthereof, awhich ~~recurring~~information oris ~~non-recurring~~hereby ~~basis~~incorporated by reference.

TheAcquisition following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Partnership’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Partnership’s financial statements and related notes.Fees

24Acquisition fees were paid to AFS for services rendered in finding, reviewing and evaluating equipment purchased by the Partnership and rejecting equipment not purchased by the Partnership. The total amount of acquisition fees to be paid to AFS or their Affiliates was not to exceed 3.5% of the aggregate purchase price of equipment acquired, not to exceed approximately 4.75% of the Gross Proceeds of the Offering.

~~ATEL~~The ~~CASH~~maximum ~~DISTRIBUTION~~amount ~~FUND~~of Vsuch fees to be paid was $5.9 million, Lall of which had been paid as of December 31, 1996.P No such fees have been paid subsequent to that date.

NOTESEquipment TOManagement FINANCIAL STATEMENTSFees

~~10.~~As ~~Fair~~compensation ~~value~~for ~~measurements~~its services rendered generally in managing or supervising the management of the Partnership’s equipment and in supervising other ongoing services and activities including, among others, arranging for necessary maintenance and repair of equipment, collecting revenue, paying operating expenses, determining the equipment is being used in accordance with all operative contractual arrangements, property and sales tax monitoring and preparation of financial data, AFS or its affiliates are entitled to receive management fees which are payable for each fiscal quarter and are to be in an amount equal to (~~continued~~i): 5% of the gross lease revenues from “operating” leases and (ii) 2% of gross lease revenues from “full payout” leases which contain net lease provisions. See Note 5 to the financial statements included at Item 8, Financial Statements and Supplementary Data, of this report for amounts paid.

TheIncentive PartnershipManagement has determined the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Partnership could realize or has realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.Fees

~~Cash~~As compensation for its services rendered in establishing and maintaining the composition of the Partnership’s equipment portfolio and its acquisition and debt strategies and supervising fund administration including supervising the preparation of reports and maintenance of financial and operating data of the Partnership, Securities and Exchange Commission and Internal Revenue Service filings, returns and reports, AFS is entitled to receive the Partnership management fee which shall be payable for each fiscal quarter and shall be an amount equal to 5% of distributions of cash ~~equivalents:~~from operations until such time as the Limited Partners have received aggregate distributions of cash from operations in an amount equal to their original invested capital plus a 10% per annum return on their average adjusted invested capital (as defined in the Partnership Agreement). Thereafter, the incentive management fee shall be 15% of all distributions of cash from operations, sales or refinancing. See Note 5 to the financial statements included at Item 8, Financial Statements and Supplementary Data, of this report for amounts paid.

~~The recorded amounts of the Partnership’s cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.~~25

Non-recourseEquipment debt:Resale Fees

~~The~~As ~~fair~~compensation ~~value~~for ofservices rendered in connection with the ~~Partnership’s~~sale ~~non-recourse~~of ~~debt~~equipment, AFS is ~~estimated~~entitled ~~using~~to ~~discounted~~receive ~~cash~~an ~~flow~~amount ~~analyses~~equal to the lesser of (i) 3% of the sales price of the equipment, ~~based~~or ~~upon~~(ii) one-half the ~~current~~normal ~~market~~competitive ~~borrowing~~equipment ~~rates~~sales commission charged by unaffiliated parties for ~~similar~~such ~~types~~services. Such fee is payable only after the Limited Partners have received a return of ~~borrowing~~their ~~arrangements~~adjusted invested capital (as defined in the Partnership Agreement) plus 10% of their adjusted invested capital per annum calculated on a cumulative basis, compounded daily, commencing the last day of the quarter in which the limited partner was admitted to the Partnership. To date, none have been accrued or paid.

Limitations:Equipment Re-lease Fee

~~The~~As ~~fair~~compensation ~~value~~for ~~estimates~~providing ~~presented~~re-leasing ~~herein~~services, ~~were~~AFS ~~based~~is onentitled ~~pertinent~~to ~~information~~receive ~~available~~fees equal to 2% of the ~~Partnership~~gross asrentals ofor ~~December~~the ~~31,~~comparable ~~2010~~competitive ~~and~~rate ~~2009.~~for ~~Although~~such ~~the~~services ~~Partnership~~relating to comparable equipment, whichever is ~~not~~less, ~~aware~~derived offrom ~~any~~the ~~factors~~re-lease provided that ~~would~~(i) ~~significantly~~AFS ~~affect~~or ~~the~~their ~~estimated~~affiliates ~~fair~~have ~~value~~and ~~amounts~~will maintain adequate staff to render such services to the Partnership, (ii) no such ~~amounts~~re-lease ~~have~~fee ~~not~~is ~~been~~payable ~~comprehensively~~in ~~revalued~~connection ~~for~~with ~~purposes~~the re-lease of ~~these~~equipment ~~financial~~to ~~statements~~a ~~since~~previous ~~those~~lessee ~~dates~~or ~~and,~~its ~~therefore~~affiliates, ~~current~~(iii) ~~estimates~~AFS ofor ~~fair~~its ~~value~~affiliates ~~may~~have ~~differ~~rendered ~~significantly~~substantial ~~from~~re-leasing ~~the~~services in connection with such re-lease and (iv) AFS or its affiliates are compensated for rendering equipment management services. To date, amounts ~~presented~~accrued ~~herein~~and paid have been nominal.

TheGeneral following table presents estimated fair values of the PartnershipPartner’s financialInterest instruments in accordanceOperating with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at December 31, 2010 and 2009 (in thousands):Proceeds

	2010				2009
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	$	496	$	496	$	592	$	592
Financial liabilities:
Non-recourse debt		-		-		344		348

Net income, net loss and investment tax credits are allocated 99% to the Limited Partners and 1% to AFS. See the statements of income included in Item 8, Financial Statements and Supplementary Data, of this report for the amounts allocated to the General and Limited Partners in 2011.

25Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ItemSecurity 9.Ownership CHANGESof INCertain ANDBeneficial DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURESOwners

~~None~~At December 31, 2011, no investor is known to hold beneficially more than 5% of the issued and outstanding Units.

ItemSecurity 9A.Ownership CONTROLSof AND PROCEDURESManagement

~~Evaluation~~The parent of ~~disclosure~~AFS ~~controls~~is ~~and~~the ~~procedures~~beneficial owner of Limited Partnership Units as follows:

The Partnership’s General Partner’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (“Management”), evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Partnership’s disclosure controls and procedures, Management concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.


(1) Title of Class	(2) Name and Address of Beneficial Owner	(3) Amount and Nature of Beneficial Ownership	(4) Percent of Class
Limited Partnership Units	Dean Cash 600 California Street, 6th Floor San Francisco, CA 94108	Initial Limited Partner Units 25 Units ($250) (owned by wife)	0.0002%

TheChanges Partnership does not control the financial reporting process, and is solely dependent on the Management of the General Partner, who is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles in the United States. The General Partner’s disclosure controls and procedures, as they are applicable to the Partnership, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.Control

~~Management’s~~The ~~Annual~~Limited ~~Report~~Partners onhave ~~Internal~~the ~~Control~~right, ~~over~~by ~~Financial~~vote ~~Reporting~~of the Limited Partners owning more than 50% of the outstanding limited Partnership units, to remove a General Partner.

~~The~~AFS ~~Management~~may ofat ~~the~~any ~~General~~time ~~Partner~~call isa ~~responsible~~meeting ~~for~~of ~~establishing~~the ~~and~~Limited ~~maintaining~~Partners ~~adequate~~or ~~internal~~a ~~control~~vote ~~over~~of ~~financial~~the ~~reporting~~Limited asPartners ~~that~~without ~~term~~a ismeeting, ~~defined~~on inmatters ~~Exchange~~on ~~Act~~which ~~Rule~~they ~~13a-15(f)~~are ~~for~~entitled ~~the~~to ~~Partnership~~vote, and ~~for~~shall ~~performing~~call ansuch ~~assessment~~meeting ofor ~~the~~for ~~effectiveness~~vote ofwithout ~~internal~~a ~~control~~meeting ~~over~~following ~~financial~~receipt ~~reporting as~~ of ~~December~~a ~~31,~~written ~~2010.~~request ~~The~~therefore ~~internal control process~~ of ~~the~~Limited ~~General~~Partners ~~Partner,~~holding as10% itor ismore ~~applicable~~of to the ~~Partnership,~~total ~~was~~outstanding ~~designed~~Limited toPartnership ~~provide~~units. ~~reasonable assurance to Management regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:~~

~~(2)~~The ~~Provide~~responses ~~reasonable~~to ~~assurance~~Item ~~regarding~~1 ~~prevention~~of orthis ~~timely~~report ~~detection~~under ofthe ~~unauthorized~~caption ~~acquisition,~~“Equipment ~~use~~Leasing orActivities,” ~~disposition~~Item 8 of this report under the ~~Partnership’s~~caption ~~assets~~“Financial ~~that~~Statements ~~could~~and ~~have~~Supplementary aData — Notes ~~material~~to ~~effect~~Financial onStatements — Related party transactions” at Note 5 thereof, and Item 11 of this report under the ~~financial~~caption ~~statements~~“Executive Compensation,” are hereby incorporated by reference.

All internal control processes, no matter how well designed, have inherent limitations. Therefore, even those processes determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation. Further, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.26

ManagementItem of the General Partner assessed the effectiveness of its internal control over financial reporting, as it is applicable to the Partnership, as of December 31, 201014. InPRINCIPAL makingACCOUNTING thisFEES assessment,AND it used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, Management of the General Partner concluded that the General Partner’s internal control over financial reporting, as it is applicable to the Partnership, was effective as of December 31, 2010. SERVICES

26During the most recent two years, the Partnership incurred audit fees with its principal auditors as follows (in thousands):

This annual report does not include an attestation report of the Partnership’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s independent registered public accounting firm pursuant to Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which exempts non-accelerated filers from Section 404(b) of the Sarbanes-Oxley Act of 2002.


	2011		2010
Audit fees	$	17	$	25

~~Changes~~Audit fees consist of the aggregate fees and expenses billed in ~~internal~~connection ~~control~~with the audit of the Partnership’s annual financial statements and review of the financial statements included in the Partnership’s quarterly reports on Form 10-Q.

~~There~~The ~~were~~board noof ~~changes~~directors inof the General Partner’s ~~internal~~acts ~~control~~as ~~over~~the ~~financial~~audit ~~reporting,~~committee asof itthe isPartnership. ~~applicable~~Engagements tofor ~~the~~audit ~~Partnership~~services, ~~during~~audit related services and tax services are approved in advance by the ~~quarter~~Chief ~~ended~~Financial ~~December~~Officer ~~31,~~of ~~2010~~the ~~that~~General ~~have~~Partner ~~materially~~acting ~~affected,~~on orbehalf ~~are~~of ~~reasonably~~the ~~likely~~board toof ~~materially~~directors ~~affect,~~of the General Partner’s ~~internal~~in ~~control~~its ~~over~~role ~~financial reporting,~~ as itthe isaudit ~~applicable~~committee toof the Partnership.

27PART IV

PARTItem III15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

~~Item~~(a) ~~10.~~Financial ~~DIRECTORS~~Statements ~~AND~~and ~~EXECUTIVE OFFICERS~~Schedules

~~The~~1. ~~registrant~~Financial ~~is a Limited Partnership and, therefore, has no officers or directors.~~Statements

~~All~~Included ofin ~~the~~Part ~~outstanding~~II ~~capital stock~~ of ~~ATEL~~this ~~Financial~~report: Services, LLC (“AFS”) (the General Partner) is held by ATEL Capital Group (“ACG”), a holding company formed to control ATEL and affiliated companies. The outstanding voting capital stock of ACG is owned 100% by Dean L. Cash.

Each of ATEL Leasing Corporation (“ALC”) and AFS is a subsidiary under the control of ACG and performs services for the Partnership. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications services and general administrative services are performed by AFS.


Report of Independent Registered Public Accounting Firm			10
Balance Sheets at December 31, 2011 and 2010			11
Statements of Income for the years ended December 31, 2011 and 2010			12
Statements of Changes in Partners’ Capital for the years ended December 31, 2011 and 2010			13
Statements of Cash Flows for the years ended December 31, 2011 and 2010			14
Notes to Financial Statements			15

~~The~~2. ~~officers~~Financial ~~and~~Statement ~~directors of ACG and its affiliates are as follows:~~Schedules

~~Dean~~All L.schedules ~~Cash~~for ~~President~~which ~~and~~provision ~~Chief~~is ~~Executive~~made ~~Officer~~in ofthe ~~ATEL~~applicable ~~Financial~~accounting ~~Services,~~regulations ~~LLC~~of ~~(General~~the ~~Partner)~~Securities ~~Paritosh K. Choksi Executive Vice President~~ and ~~Chief~~Exchange ~~Financial~~Commission ~~Officer~~are ~~and~~not ~~Chief~~required ~~Operating~~under ~~Officer~~the ofrelated ~~ATEL~~instructions ~~Financial~~or ~~Services,~~are ~~LLC~~inapplicable ~~(General Partner) Vasco H. Morais Executive Vice President~~and, ~~Secretary and General Counsel of ATEL Financial Services~~therefore, ~~LLC~~have ~~(General~~been ~~Partner)~~omitted.

~~Dean~~(b) L. Cash, age 60, joined ATEL as director of marketing in 1980 and became a vice president in 1981, executive vice president in 1983 and a director in 1984. He has been President and CEO since April 2001. Prior to joining ATEL, Mr. Cash was a senior marketing representative for Martin Marietta Corporation, data systems division, from 1979 to 1980. From 1977 to 1979, he was employed by General Electric Corporation, where he was an applications specialist in the medical systems division and a marketing representative in the information services division. Mr. Cash was a systems engineer with Electronic Data Systems from 1975 to 1977, and was involved in maintaining and developing software for commercial applications. Mr. Cash received a B.S. degree in psychology and mathematics in 1972 and an M.B.A. degree with a concentration in finance in 1975 from Florida State University. Mr. Cash is an arbitrator with the American Arbitration Association.Exhibits

~~Paritosh~~(3) K.and ~~Choksi,~~(4) ~~age~~Agreement ~~57,~~of ~~joined~~Limited ~~ATEL~~Partnership, inincluded ~~1999~~ as aexhibit ~~director,~~B ~~senior vice president and its chief financial officer. He became its executive vice president and CFO/COO in April 2001. Prior~~ to ~~joining~~the ~~ATEL,~~Prospectus ~~Mr.~~filed ~~Choksi~~as ~~was~~exhibit ~~chief financial officer at Wink Communications, Inc~~28.1 ~~from 1997~~ to 1999. From 1977 to 1997, Mr. Choksi was with Phoenix American Incorporated, a financial services and management Partnership, where he held various positions during his tenure, and was senior vice president, chief financial officer and director when he left the ~~Partnership. Mr. Choksi was involved in all corporate matters at Phoenix and was responsible for Phoenix~~Registrant’s ~~capital~~Annual ~~market~~Report ~~needs.~~on HeForm ~~also~~10-K ~~served~~for on the ~~credit~~year ~~committee~~ended ~~overseeing~~December ~~all corporate investments~~31, ~~including~~1993 ~~its~~(File ~~venture lease portfolio~~No. Mr. Choksi was a part of the executive management team which caused Phoenix’s portfolio to increase from $50 million in assets to over $2 billion. Mr. Choksi received a bachelor of technology degree in mechanical engineering from the Indian Institute of Technology33-53162), ~~Bombay;~~is ~~and~~hereby anincorporated ~~M.B.A.~~herein ~~degree~~by ~~from~~reference ~~the University of California, Berkeley.~~

~~Vasco H~~(14.1) Code ~~Morais,~~of ~~age~~Ethics ~~52,~~(31.1) Certification ~~joined~~of ~~ATEL~~Dean inL. ~~1989~~Cash aspursuant ~~general counsel~~ to ~~provide~~Rules ~~legal~~13a-14(a)/15d-14(a) ~~support~~(31.2) Certification ~~in the drafting and reviewing~~ of ~~lease~~Paritosh ~~documentation, advising on general corporate law matters, and assisting on securities law issues~~K. ~~From~~Choksi ~~1986~~pursuant to ~~1989,~~Rules ~~Mr. Morais was employed by the BankAmeriLease Companies, Bank of America’s equipment leasing subsidiaries, providing in~~13a-~~house legal support on the documentation of tax~~14(a)/15d-~~oriented~~14(a) ~~and non-tax oriented direct and leveraged lease transactions, vendor leasing programs and general corporate matters~~(32.1) Certification ~~Prior~~of toDean ~~the BankAmeriLease Companies, Mr~~L. ~~Morais~~Cash ~~was~~pursuant ~~with~~to ~~the~~18 ~~Consolidated Capital Companies in the corporate and securities legal department involved in drafting and reviewing contracts, advising on corporate law matters and securities law issues~~U. MrS.C. ~~Morais~~section ~~received~~1350 ~~a B~~(32.~~A. degree~~2) Certification ~~in 1982 from the University~~ of ~~California~~Paritosh ~~in Berkeley, a J~~K.D. ~~degree~~Choksi inpursuant ~~1986~~to ~~from~~18 ~~Golden Gate University Law School and an M~~U.BS.AC. ~~(Finance)~~section ~~in 1997 from Golden Gate University. Mr. Morais has been an active member of the State Bar of California since 1986.~~ 1350

2827

Audit CommitteeSIGNATURES

~~The~~Pursuant ~~board~~to ~~of directors of~~ the ~~General~~requirements ~~Partner acts as the audit committee~~ of ~~the~~Section ~~Partnership.~~13 ~~Dean~~or L.15(d) ~~Cash and Paritosh K. Choksi are members~~ of the ~~board~~Securities ofExchange ~~directors~~Act of 1934, the ~~General~~registrant ~~Partner~~has ~~and~~duly ~~are~~caused ~~deemed~~this report to be ~~financial~~signed ~~experts.~~on ~~They~~its ~~are~~behalf ~~not~~by ~~independent~~the ofundersigned, ~~the~~thereunto ~~Partnership~~duly authorized.

~~Section~~Date: ~~16(a)~~March ~~Beneficial~~9, ~~Ownership~~2012 ~~Reporting Compliance~~

~~Based~~ATEL ~~solely~~Cash onDistribution aFund ~~review of Forms 3~~V, 4L.P. ~~and~~(Registrant) ~~5, the Partnership is not aware of any failures to file reports of beneficial ownership required to be filed during or for the year ended December 31, 2010.~~

~~Code~~By:ATEL Financial Services, LLC General Partner of ~~Ethics~~Registrant

ABy:/s/ ~~Code~~Dean ofL. ~~Ethics~~Cash ~~that~~Dean isL. ~~applicable~~Cash, toPresident ~~the~~and ~~Partnership~~Chief Executive Officer of ATEL Financial Services, ~~including~~LLC ~~the~~(General ~~Chief~~Partner) By:/s/ Paritosh K. Choksi Paritosh K. Choksi, Executive ~~Officer~~Vice President and Chief Financial Officer and Chief Operating Officer of ~~its~~ATEL ~~General~~Financial ~~Partner~~Services, ~~AFS,~~LLC or(General ~~persons~~Partner) ~~acting~~By:/s/ inSamuel ~~such~~Schussler ~~capacity~~Samuel onSchussler, ~~behalf~~Vice ofPresident ~~the~~and ~~Partnership,~~Chief isAccounting ~~included~~Officer asof ~~Exhibit~~ATEL ~~14.1~~Financial toServices, ~~this~~LLC ~~report.~~(General Partner)

~~Item~~Pursuant ~~11.~~to ~~EXECUTIVE~~the ~~COMPENSATION~~requirements of the Securities Exchange Act of 1934, this report has been signed below by the persons in the capacities and on the dates indicated.

The registrant is a Limited Partnership and, therefore, has no officers or directors.


SIGNATURE	CAPACITIES	DATE
/s/ Dean L. Cash Dean L. Cash	President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)	March 9, 2012
/s/ Paritosh K. Choksi Paritosh K. Choksi	Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)	March 9, 2012
/s/ Samuel Schussler Samuel Schussler	Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)	March 9, 2012

~~Set~~No ~~forth~~proxy ~~hereinafter~~materials ishave abeen ~~description~~or ofwill ~~the nature of remuneration paid and to~~ be ~~paid~~sent to ~~AFS~~security ~~and its Affiliates~~holders. ~~The~~An ~~amount~~annual ofreport ~~such~~will ~~remuneration~~be ~~paid~~furnished ~~for~~to ~~the~~security ~~years~~holders ~~ended~~subsequent ~~December~~to ~~31,~~the ~~2010~~filing ~~and 2009 is set forth in Item 8~~ of this report ~~under~~on ~~the~~Form ~~caption~~10-K, ~~“Financial~~and ~~Statements~~copies ~~and~~thereof ~~Supplementary~~will ~~Data~~be —furnished ~~Notes~~supplementally to ~~Financial~~the ~~Statements~~Commission —when ~~Related~~forwarded ~~party~~to ~~transactions,”~~the atsecurity ~~Note 6 thereof, which information is hereby incorporated by reference~~holders.

~~Acquisition Fees~~28

Acquisition fees were paid to AFS for services rendered in finding, reviewing and evaluating equipment purchased by the Partnership and rejecting equipment not purchased by the Partnership. The total amount of acquisition fees to be paid to AFS or their Affiliates was not to exceed 3.5% of the aggregate purchase price of equipment acquired, not to exceed approximately 4.75% of the Gross Proceeds of the Offering.

The maximum amount of such fees to be paid was $5.9 million, all of which had been paid as of December 31, 1996. No such fees have been paid subsequent to that date.

Equipment Management Fees

As compensation for its services rendered generally in managing or supervising the management of the Partnership’s equipment and in supervising other ongoing services and activities including, among others, arranging for necessary maintenance and repair of equipment, collecting revenue, paying operating expenses, determining the equipment is being used in accordance with all operative contractual arrangements, property and sales tax monitoring and preparation of financial data, AFS or its affiliates are entitled to receive management fees which are payable for each fiscal quarter and are to be in an amount equal to (i) 5% of the gross lease revenues from “operating” leases and (ii) 2% of gross lease revenues from “full payout” leases which contain net lease provisions. See Note 6 to the financial statements included at Item 8, Financial Statements and Supplementary Data, of this report for amounts paid.

Incentive Management Fees

As compensation for its services rendered in establishing and maintaining the composition of the Partnership’s equipment portfolio and its acquisition and debt strategies and supervising fund administration including supervising the preparation of reports and maintenance of financial and operating data of the Partnership, Securities and Exchange Commission and Internal Revenue Service filings, returns and reports, AFS is entitled to receive the Partnership management fee which shall be payable for each fiscal quarter and shall be an amount equal to 5% of distributions of cash from operations until such time as the Limited Partners have received aggregate distributions of cash from operations in an amount equal to their original invested capital plus a 10% per annum return on their average adjusted invested capital (as defined in the Partnership Agreement). Thereafter, the incentive management fee shall be 15% of all distributions of cash from operations, sales or refinancing. See Note 6 to the financial statements included at Item 8, Financial Statements and Supplementary Data, of this report for amounts paid.

Equipment Resale Fees

As compensation for services rendered in connection with the sale of equipment, AFS is entitled to receive an amount equal to the lesser of (i) 3% of the sales price of the equipment, or (ii) one-half the normal competitive equipment sales commission charged by unaffiliated parties for such services. Such fee is payable only after the Limited Partners have received a return of their adjusted invested capital (as defined in the Partnership Agreement) plus 10% of their adjusted invested capital per annum calculated on a cumulative basis, compounded daily, commencing the last day of the quarter in which the limited partner was admitted to the Partnership. To date, none have been accrued or paid.

Equipment Re-lease Fee

As compensation for providing re-leasing services, AFS is entitled to receive fees equal to 2% of the gross rentals or the comparable competitive rate for such services relating to comparable equipment, whichever is less, derived from the re-lease provided that (i) AFS or their affiliates have and will maintain adequate staff to render such services to the Partnership, (ii) no such re-lease fee is payable in connection with the re-lease of equipment to a previous lessee or its affiliates, (iii) AFS or its affiliates have rendered substantial re-leasing services in connection with such re-lease and (iv) AFS or its affiliates are compensated for rendering equipment management services. To date, amounts accrued and paid have been nominal.

General Partner’s Interest in Operating Proceeds

Net income, net loss and investment tax credits are allocated 99% to the Limited Partners and 1% to AFS. See the statements of operations included in Item 8, Financial Statements and Supplementary Data, of this report for the amounts allocated to the General and Limited Partners in 2010.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

At December 31, 2010, no investor is known to hold beneficially more than 5% of the issued and outstanding Units.

Security Ownership of Management

The parent of AFS is the beneficial owner of Limited Partnership Units as follows:

(1)	(2)	(3)	(4)
Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Limited Partnership Units	Dean Cash	Initial Limited Partner Units	0.0002%
	600 California Street, 6th Floor	25 Units ($250)
	San Francisco, CA 94108	(owned by wife)

Changes in Control

The Limited Partners have the right, by vote of the Limited Partners owning more than 50% of the outstanding limited Partnership units, to remove a General Partner.

AFS may at any time call a meeting of the Limited Partners or a vote of the Limited Partners without a meeting, on matters on which they are entitled to vote, and shall call such meeting or for vote without a meeting following receipt of a written request therefore of Limited Partners holding 10% or more of the total outstanding Limited Partnership units.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The responses to Item 1 of this report under the caption “Equipment Leasing Activities,” Item 8 of this report under the caption “Financial Statements and Supplementary Data—Notes to Financial Statements—Related party transactions” at Note 6 thereof, and Item 11 of this report under the caption “Executive Compensation,” are hereby incorporated by reference.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During the most recent two years, the Partnership incurred audit fees with its principal auditors as follows (in thousands):

		2010				2009
Audit fees		$	25			$	26

Audit fees consist of the aggregate fees and expenses billed in connection with the audit of the Partnership’s annual financial statements and review of the financial statements included in the Partnership’s quarterly reports on Form 10-Q.

The board of directors of the General Partner acts as the audit committee of the Partnership. Engagements for audit services, audit related services and tax services are approved in advance by the Chief Financial Officer of the General Partner acting on behalf of the board of directors of the General Partner in its role as the audit committee of the Partnership.

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Schedules

1. Financial Statements

Included in Part II of this report:

Report of Independent Registered Public Accounting Firm

Balance Sheets at December 31, 2010 and 2009

Statements of Operations for the years ended December 31, 2010 and 2009

Statements of Changes in Partners’ Capital for the years ended December 31, 2010 and 2009

Statements of Cash Flows for the years ended December 31, 2010 and 2009

Notes to Financial Statements

2. Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

(b) Exhibits

(3) and (4) Agreement of Limited Partnership, included as exhibit B to the Prospectus filed as exhibit 28.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 33-53162), is hereby incorporated herein by reference

(14.1) Code of Ethics

(31.1) Certification of Dean L. Cash pursuant to Rules 13a-14(a)/15d-14(a)

(31.2) Certification of Paritosh K. Choksi pursuant to Rules 13a-14(a)/15d-14(a)

(32.1) Certification of Dean L. Cash pursuant to 18 U.S.C. section 1350

(32.2) Certification of Paritosh K. Choksi pursuant to 18 U.S.C. section 1350

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.

Date: March 22, 2011
		ATEL Cash Distribution Fund V, L.P. (Registrant)
By:	ATEL Financial Services, LLC
	General Partner of Registrant
			By:	/s/ Dean L. Cash
				Dean L. Cash,
				President and Chief Executive Officer of
				ATEL Financial Services, LLC (General Partner)
			By:	/s/ Paritosh K. Choksi
				Paritosh K. Choksi,
				Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)
			By:	/s/ Samuel Schussler
				Samuel Schussler,
				Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the persons in the capacities and on the dates indicated.

SIGNATURE	CAPACITIES	DATE
/s/ Dean L. Cash	President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)	March 22, 2011
Dean L. Cash
/s/ Paritosh K. Choksi	Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)	March 22, 2011
Paritosh K. Choksi
/s/ Samuel Schussler	Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)	March 22, 2011
Samuel Schussler

No proxy materials have been or will be sent to security holders. An annual report will be furnished to security holders subsequent to the filing of this report on Form 10-K, and copies thereof will be furnished supplementally to the Commission when forwarded to the security holders.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Filing Compare · ATEL CASH DISTRIBUTION FUND V L P