UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


x		Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the year ended December 31, 20102011

¨o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from to

Commission File number 000-28368

ATEL Cash Distribution Fund VI, L.P.

(Exact name of registrant as specified in its charter)

California	~~94-3207229~~	94-3207229
(State or other jurisdiction of	(I. R. S. Employer
(State or other jurisdiction ofincorporation 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 ~~¨ Smaller reporting company x~~ o(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 12,478,676.

DOCUMENTS INCORPORATED BY REFERENCE

None.

PART I

Item 1. BUSINESS

General Development of Business

ATEL Cash Distribution Fund VI, L.P. (the “Partnership”) was formed under the laws of the State of California on June 29, 1994 for the purpose of engaging in the sale of limited liability investment units and acquiring equipment to engage in equipment leasing and sales activities, primarily in the United States. The Partnership may continue until December 31, 2015. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”). 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, at a price of $10 per Unit. Upon the sale of the minimum amount of Units of Limited Partnership interest Units of $1.2 million and the receipt of the proceeds thereof on January 3, 1995, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). On November 23, 1996, subscriptions for 12,500,000 ($125 million) Limited Partnership Units had been received, in addition to the ~~Initial~~initial Limited Partners’ Units, and the offering terminated. As of December 31, ~~2010~~2011, 12,478,676 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 regular 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, 2002 and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its 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 leased such equipment pursuant to Operating Leases and 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 50% of the aggregate purchase price of equipment would represent equipment leased as 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 concurrently entered into at the time of the purchase. From inception through December 31, ~~2010~~2011, the Partnership had purchased equipment with a total acquisition price of $208.3 million.

The Partnership’s objective was 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.

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
					Percentage of TotalLease Revenues
Lessee	Type of Equipment		~~2010~~		2011		~~2009~~		2010
Central States Enterprises	~~Railcars~~	Railcars		42	%	38	%	40	%	42	%
Transamerica Leasing	Containers			14	%			18	%
Interstate Commodities		Railcars				24	%			16	%
Interstate Commodities	Railcars			16	%			14	%
Transamerica Leasing		Containers				14	%			14	%
Bunge Corporation	~~Railcars~~	Railcars		12	%	13	%	12	%	12	%
Rail Tex, Inc.	Railcars			*				11	%

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

~~These~~The ~~percentages~~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 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 ~~expected~~in the control of AFS or the Partnership), such as raw material costs to bemanufacture ~~comparable~~equipment ~~between~~as ~~periods~~well 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 ~~equipment~~business ~~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 tois ~~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 in the control of AFS or the Partnership), such as raw material costs to manufacture equipment as well 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 obsolescenceseasonal.

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

TheEquipment PartnershipLeasing 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.Activities

~~Equipment~~The ~~Leasing~~Partnership ~~Activities~~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):

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, 2010 and the industries to which the assets were leased (dollars in thousands):


Asset Types	Purchase Price Excluding Acquisition Fees		Percentage of Total Acquisitions
Railcars and locomotives	$	60,101		28.85	%
Manufacturing		36,342		17.45	%
Transportation		27,465		13.18	%
Construction		24,507		11.76	%
Materials handling		16,237		7.80	%
Office automation		16,048		7.70	%
Containers		15,379		7.38	%
Mining		7,919		3.80	%
Other *		4,322		2.08	%
	$	208,320		100.00	%

Asset Types	Purchase Price Excluding Acquisition Fees		Percentage of Total Acquisitions
Railcars and locomotives	$	60,101		28.85	%
Manufacturing		36,342		17.45	%
Transportation		27,465		13.18	%
Construction		24,507		11.76	%
Materials handling		16,237		7.80	%
Office automation		16,048		7.70	%
Containers		15,379		7.38	%
Mining		7,919		3.80	%
Other *		4,322		2.08	%
	$	208,320		100.00	%

Individual amounts included in “Other” represent no more than 2% of the total.

* Individual amounts included in “Other” represent no more than 2~~% of the total.~~


Industry of Lessee	Purchase Price Excluding Acquisition Fees		Percentage of Total Acquisitions
Transportation, rail	$	53,140		25.51	%
Electronics and manufacturing		29,031		13.94	%
Business services		28,361		13.61	%
Mining		24,793		11.90	%
Transportation, other		23,217		11.14	%
Manufacturing, other		18,922		9.08	%
Oil and gas		16,536		7.94	%
Communications		5,282		2.54	%
Food products		2,856		1.37	%
Other *		6,182		2.97	%
	$	208,320		100.00	%

	Purchase Price		Percentage
	Excluding		of Total
Industry of Lessee	Acquisition Fees		Acquisitions
Transportation, rail	$	55,996		26.88	%
Electronics and manufacturing		29,031		13.94	%
Business services		28,361		13.61	%
Mining		24,793		11.90	%
Transportation, other		23,217		11.14	%
Manufacturing, other		18,922		9.08	%
Oil and gas		16,536		7.94	%
Communications		5,282		2.54	%
Other *		6,182		2.97	%
	$	208,320		100.00	%

Individual amounts included in “Other” represent less than 1% of the total.

*Through ~~Individual~~December ~~amounts~~31, ~~included~~2011, inthe ~~“Other”~~Partnership ~~represent~~had ~~less~~disposed ~~than~~of 1%certain ofleased ~~the~~assets ~~total.~~as set forth below (in thousands):

Through December 31, 2010, the Partnership had disposed of certain leased assets as set forth below (in thousands):


Asset Types	Original Equipment Cost, Excluding Acquisition Fees		Sales Price		Excess of Rents Over Expenses*
Railcars and locomotives	$	39,463	$	25,549	$	34,475
Manufacturing		36,342		8,151		32,015
Transportation		25,191		5,921		24,769
Construction		24,507		4,355		27,631
Office automation		16,048		1,786		15,559
Materials handling		16,037		3,994		19,238
Containers		15,941		2,185		17,111
Mining		7,919		2,064		7,866
Other		3,238		494		2,665
	$	184,686	$	54,499	$	181,329

	Original
	Equipment Cost,
	Excluding				Excess of Rents
Asset Types	Acquisition Fees		Sales Price		Over Expenses*
Railcars and locomotives	$	39,463	$	25,549	$	34,475
Manufacturing		36,342		8,151		32,015
Transportation		25,191		5,921		24,769
Construction		24,507		4,355		27,631
Office automation		16,048		1,786		15,559
Materials handling		16,037		3,994		19,238
Containers		15,379		1,977		16,388
Mining		7,919		2,064		7,866
Other		3,238		494		2,665
	$	184,124	$	54,291	$	180,606

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

*For ~~Includes~~further ~~only~~information ~~those~~regarding ~~expenses~~the ~~directly~~Partnership’s ~~related~~equipment tolease ~~the~~portfolio ~~production~~as of December 31, 2011, see Note 4 to the ~~related~~financial ~~rents~~statements, Investments in equipment and leases, net, as set forth in Part II, Item 8, Financial Statements and Supplementary Data.

~~For~~Certain ~~further~~of ~~information regarding~~ the Partnership’s lessee customers have international operations. In these instances, the Partnership is aware that certain equipment, ~~lease~~primarily ~~portfolio~~rail asand oftransportation, ~~December~~may 31periodically exit the country. However, ~~2010~~these lessee customers are US-based, ~~see~~and ~~Note~~it 5is toimpractical for the ~~financial~~Partnership ~~statements~~to track, ~~Investments~~on inan ~~equipment~~asset-by-asset day-by-day basis, where these assets are deployed. For further information regarding the Partnership’s geographic revenues and ~~leases~~assets, ~~net~~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.

Certain 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 Data2. PROPERTIES

4The 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 23. PROPERTIES LEGAL PROCEEDINGS

~~The~~In ~~Partnership~~the ~~does~~ordinary ~~not~~course ~~own~~of orconducting ~~lease~~business, ~~any~~there ~~real~~may ~~property~~be certain claims, ~~plant~~suits, orand ~~material~~complaints ~~physical~~filed ~~properties~~against ~~other~~the ~~than~~Partnership. In the ~~equipment~~opinion ~~held~~of ~~for~~management, ~~lease~~the asoutcome ~~set~~of ~~forth~~such inmatters, ~~Item~~if 1any, ~~Business~~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.

Item 34. LEGAL PROCEEDINGS[REMOVED AND RESERVED]

In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Partnership. 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.3

ItemPART 4. [RESERVED]II

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

PARTMarket IIInformation

~~Item~~There 5are certain material conditions and restrictions on the transfer of Units imposed by the terms of the Partnership Agreement. ~~MARKET~~Consequently, ~~FOR~~there ~~REGISTRANT’S~~is ~~COMMON~~no ~~EQUITY~~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, ~~RELATED~~there ~~STOCKHOLDER~~is ~~MATTERS~~no ~~AND~~currently ~~ISSUER~~ascertainable ~~PURCHASES~~fair OFmarket ~~EQUITY~~value ~~SECURITIES~~for the Units.

Market InformationHolders

~~There~~As ~~are certain material conditions and restrictions on the transfer~~ of ~~Units~~December ~~imposed~~31, ~~by the terms of the Partnership Agreement. Consequently~~2011, ~~there is no public market for Units and it is not anticipated that~~ a ~~public~~total ~~market for Units will develop. In the absence~~ of ~~a public market for the Units~~5,843 ~~there~~investors iswere noUnitholders ~~currently~~of ~~ascertainable~~record ~~fair~~in ~~market value for~~ the ~~Units~~Partnership.

HoldersERISA Valuation

AsIn 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~~2011. AFS calculated the estimated liquidation proceeds that would be realized by the Partnership, aassuming ~~total~~an orderly disposition of 5all of the Partnership’s assets as of December 31,~~863~~ ~~investors~~2011. The estimates were ~~Unitholders~~based on the amount of ~~record~~remaining inlease 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.

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 $0.60 per Unit. The foregoing valuation was performed solely for the ERISA ~~Valuation~~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.

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.Distributions

~~After~~The ~~calculating the aggregate estimated disposition proceeds, AFS then calculated the portion of the aggregate estimated value of the~~ Partnership ~~assets~~does ~~that~~not ~~would~~make bedividend ~~distributed~~distributions. ~~to Unitholders on liquidation of the Partnership~~However, ~~and divided~~ the ~~total~~Limited soPartners ~~distributable by the number~~ of ~~outstanding Units. As of December 31, 2010,~~ the ~~value of the~~ Partnership’s ~~assets,~~are ~~calculated~~entitled on this basis, was approximately $0.62 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~~certain todistributions ~~sell his Units. Furthermore, there can be no assurance~~ as toprovided ~~the~~under ~~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~~Agreement.

~~Distributions~~AFS has sole discretion in determining the amount of distributions; provided, however, that AFS will not reinvest in equipment, but will distribute, subject to payment of any obligations of the Partnership.

~~The~~Distributions ~~Partnership~~were ~~does~~paid ~~not~~in ~~make~~December ~~dividend~~2011, and March and December 2010. The annualized rates for distributions from 2011 and 2010 operations were $0.13 ~~However~~and $0.15 per Unit, ~~the~~respectively. ~~Limited~~The ~~Partners~~rates and frequency of periodic distributions paid by the ~~Partnership~~Fund ~~are~~during ~~entitled~~its toliquidation ~~certain~~phase ~~distributions~~are assolely ~~provided~~at ~~under~~the discretion of the ~~Partnership~~General ~~Agreement~~Partner.

AFSItem has6. soleSELECTED discretionFINANCIAL in determining the amount of distributions; provided, however, that AFS will not reinvest in equipment, but will distribute, subject to payment of any obligations of the Partnership.DATA

~~Distributions~~A ~~were~~smaller ~~paid~~reporting incompany ~~March~~is ~~and~~not ~~December~~required ~~2010,~~to ~~and~~present ~~December~~selected ~~2009.~~financial ~~The~~data ~~annualized~~in ~~rate~~accordance ~~for~~with ~~distributions~~item ~~from~~301(c) ~~2010 and 2009 operations was $0.15 and $0.10 per Unit, respectively. The rates and frequency~~ of ~~periodic~~Regulation ~~distributions paid by the Fund during its liquidation phase are solely at the discretion of the General Partner~~S-K.

~~Item 6. SELECTED FINANCIAL DATA~~4

AItem ~~smaller~~7. ~~reporting~~MANAGEMENT’S ~~company~~DISCUSSION isAND ~~not~~ANALYSIS ~~required~~OF toFINANCIAL ~~present~~CONDITION ~~selected~~AND ~~financial~~RESULTS ~~data~~OF ~~in accordance with item 301(c) of Regulation S-K.~~OPERATIONS

6Statements 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 Partnership’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.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOverview

~~Statements~~ATEL ~~contained~~Cash inDistribution ~~this~~Fund ~~Item 7~~VI, ~~“Management’s~~L.P. ~~Discussion and Analysis of Financial Condition and Results of Operations,”~~ (the “~~MD&A~~Partnership”) ~~and~~is ~~elsewhere~~a inCalifornia ~~this~~partnership ~~Form 10-K, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties~~ that ~~could~~was ~~cause~~formed ~~actual~~in ~~results~~June to1994 ~~differ~~for ~~materially from those projected. In particular,~~ the ~~economic~~purpose ~~recession~~of ~~and~~engaging ~~changes~~ in ~~general~~the ~~economic~~sale ~~conditions,~~of ~~including~~limited ~~fluctuations~~liability ininvestment ~~demand~~units ~~for equipment, lease rates,~~ and ~~interest~~acquiring ~~rates,~~equipment ~~may~~to ~~result~~generate inrevenues ~~delays~~from inequipment leasing, ~~re-leasing,~~ and ~~disposition~~sales ~~of equipment~~activities, ~~and~~primarily ~~reduced~~in ~~returns~~the onUnited ~~invested capital~~States. The ~~Partnership’s~~General ~~performance~~Partner isof ~~subject to risks relating to lessee defaults and~~ the ~~creditworthiness of its lessees. The~~ Partnership~~’s performance~~ is ~~also~~ATEL ~~subject~~Financial ~~to risks relating to the value of its equipment at the end of its leases~~Services, ~~which~~LLC ~~may be affected by the condition of the equipment~~(“AFS”), ~~technological~~a ~~obsolescence~~California ~~and~~limited ~~the~~liability ~~markets for new and used equipment at the end of lease terms~~company. 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.

~~Overview~~The Partnership conducted a public offering of 12,500,000 Limited Partnership units (“Units”), at a price of $10 per Unit. The offering was terminated in November 1996. During early 1997, the Partnership completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, throughout the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Partnership reinvested cash flow in excess of certain amounts required to be distributed to the Limited Partners and/or utilized its credit facilities to acquire additional equipment.

~~ATEL~~Pursuant ~~Cash~~to ~~Distribution~~the ~~Fund~~guidelines ~~VI,~~of ~~L.P.~~the (Limited Partnership Agreement, the “Partnership”) isbegan ato ~~California~~liquidate ~~partnership~~its ~~that~~assets ~~was~~and ~~formed~~distribute inthe ~~June~~proceeds ~~1994~~thereof ~~for~~after the ~~purpose~~end of ~~engaging~~the Reinvestment Period which ended in ~~the~~December ~~sale~~2002. As of ~~limited~~December ~~liability~~31, ~~investment~~2011, ~~units~~the ~~and~~Partnership ~~acquiring~~remains ~~equipment~~in toits ~~generate~~liquidation ~~revenues~~phase. ~~from~~Accordingly, ~~equipment~~assets ~~leasing~~that mature will be returned to inventory and ~~sales~~most ~~activities~~likely will be subsequently sold, ~~primarily~~which will result in ~~the~~decreasing ~~United~~revenue ~~States~~as earning assets decrease. The ~~General~~Partnership ~~Partner~~continues ofto ~~the~~generally ~~Partnership~~make isdistributions ~~ATEL~~on ~~Financial~~an ~~Services,~~annual ~~LLC~~basis ~~(“AFS”),~~or aat ~~California~~the ~~limited~~discretion ~~liability~~of ~~company~~the General Partner.

TheResults Partnership conducted a public offering of 12,500,000 Limited Partnership units (“Units”), at a price of $10 per Unit. The offering was terminated in November 1996. During early 1997, the Partnership completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, throughout the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Partnership reinvested cash flow in excess of certain amounts required to be distributed to the Limited Partners and/or utilized its credit facilities to acquire additional equipment.Operations

Pursuant to the guidelines of the Limited Partnership Agreement, the Partnership began to liquidate its assets and distribute the proceeds thereof after the end of the Reinvestment Period which ended in December 2002. As of December 31, ~~2010,~~2011 ~~the Partnership remains in its liquidation phase. Accordingly, assets that mature will be returned to inventory~~ and ~~most likely will be subsequently sold~~2010, ~~which~~there ~~will~~were ~~result~~concentrations in(defined ~~decreasing revenue~~ as ~~earning~~greater ~~assets~~than ~~decrease.~~10%) ~~The~~of ~~Partnership~~equipment ~~continues~~leased to ~~generally~~lessees ~~make~~in ~~distributions~~certain onindustries an(as ~~annual~~a ~~basis~~percentage orof attotal ~~the~~equipment ~~discretion~~cost) ofas ~~the~~follows: ~~General Partner.~~

Results of Operations


	2011			2010
Transportation, rail		72	%		70	%
Transportation, containers		14	%		16	%
Food products		12	%		12	%

As ofpreviously ~~December 31~~indicated, ~~2010~~certain ~~and~~lessees ~~2009,~~generated ~~there~~significant ~~were~~portions ~~concentrations~~ (defined as ~~greater than~~ 10% or more) of ~~equipment~~the ~~leased~~Partnership’s tototal ~~lessees~~lease inrevenues ~~certain~~during ~~industries~~2011 ~~(as~~and a2010 ~~percentage of total equipment cost)~~ as follows:

	2010			2009
				Percentage of Total Lease Revenues
Transportation, rail		82	%		74	%
Lessee	Type of Equipment			2011			2010
Transportation, containers		16	%		20	%
Central States Enterprises		Railcars			38	%		42	%
Interstate Commodities		Railcars			24	%		16	%
Transamerica Leasing		Containers			14	%		14	%
Bunge Corporation		Railcars			13	%		12	%

AsThese ~~previously~~percentages ~~indicated,~~are ~~certain~~not ~~lessees~~expected ~~generated~~to ~~significant~~be ~~portions~~comparable ~~(defined~~in asfuture ~~10%~~periods ordue ~~more)~~to of the ~~Partnership’s~~expiration ~~total~~of ~~lease~~lessee ~~revenues~~contracts during ~~2010~~the ~~and~~Fund’s ~~2009~~liquidation asperiod. ~~follows:~~

		Percentage of Total Lease Revenues
Lessee	Type of Equipment	2010			2009
Central States Enterprises	Railcars		42	%		40	%
Transamerica Leasing	Containers		14	%		18	%
Interstate Commodities	Railcars		16	%		14	%
Bunge Corporation	Railcars		12	%		12	%
Rail Tex, Inc.	Railcars		*			11	%
* Less than 10%

7It 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 120 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 1995 through 1997. The utilization percentage of existing assets under lease was 100% at both December 31, 2011 and 2010.

~~These~~Cost ~~percentages~~reimbursements to the General Partner are ~~not~~based ~~expected~~on toits becosts ~~comparable~~incurred in ~~future~~performing ~~periods~~administrative ~~due~~services tofor the ~~expiration~~Partnership. These costs are allocated to each managed entity based on certain criteria such as total assets, number of ~~lessee~~investors ~~contracts~~or ~~during~~contributed capital based upon the ~~Fund’s~~type ~~liquidation~~of ~~period~~cost incurred.

It2011 hasversus 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 120 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 1995 through 1997. The utilization percentage of existing assets under lease was 100% and 97% when calculated at December 31, 2010 and 2009, respectively.

~~Cost~~The ~~reimbursements~~Partnership tohad ~~the~~net ~~General~~income ~~Partner~~of ~~are~~$717 ~~based~~thousand onand ~~its~~$473 ~~costs~~thousand ~~incurred in performing administrative services~~ for the ~~Partnership.~~years ~~These~~ended ~~costs~~December ~~are~~31, ~~allocated~~2011 toand ~~each~~2010, ~~managed~~respectively. ~~entity~~The ~~based~~2011 onresults ~~certain~~reflect ~~criteria~~a ~~such~~decline asin ~~total~~operating ~~assets,~~expenses ~~number~~partially ofoffset ~~investors~~by ora ~~contributed~~decrease ~~capital~~in ~~based~~total ~~upon~~revenues ~~the~~when ~~type~~compared ofto ~~cost~~the ~~incurred~~prior year.

2010 versus 2009Revenues

~~The~~Total ~~Partnership~~revenues ~~had~~for ~~net~~2011 ~~income~~decreased ofby $~~473~~83 thousand, ~~and~~or ~~$65~~3%, ~~thousand~~as ~~for~~compared to the ~~years~~prior ~~ended~~year ~~December~~largely ~~31,~~due ~~2010~~to ~~and~~a ~~2009,~~$52 ~~respectively.~~thousand ~~The~~decrease ~~2010~~in ~~results~~operating ~~reflect~~lease revenues, a $14 thousand decline in ~~operating~~gain ~~expenses~~on ~~offset,~~sales inof ~~part~~assets, byand a $13 thousand decrease in ~~total~~direct ~~revenues~~financing ~~when~~lease ~~compared to the prior year~~revenues.

~~Revenues~~The decrease in operating lease revenues was largely due to the impact of a 2010 adjustment resulting from the resolution of an item previously held in suspense, a year over year decline in contingent rents, and continued run-off and disposition of lease assets. These were partially offset by the impact of revenues from new operating leases which resulted from the renewal of an expired direct financing lease, and the re-leasing of certain off-lease assets subsequent to December 31, 2010. Direct financing lease revenues declined as the Fund’s portfolio of direct financing leases matured during 2010.

~~Total~~Gain ~~revenues~~on ~~for~~sales ~~2010~~of ~~decreased~~assets bydeclined ~~$64 thousand, or 2%, as compared to the prior year. The decline was~~ primarily due to ~~decreases~~the inlower ~~operating~~volume and ~~direct~~the ~~financing~~change ~~lease~~in ~~revenues~~the ~~and~~mix ~~gains~~of ~~recognized~~assets onsold ~~sales~~during ~~of lease assets~~2011.

Operating lease revenues decreased by $32 thousand primarily due to a year over year decline in usage-based rental revenues combined with continued run-off and disposition of lease assets. Likewise, direct financing lease revenues was reduced by $14 thousand largely due to run-off of the lease portfolio.Expenses

~~Gains~~Total onexpenses ~~sales~~for of2011 ~~lease~~decreased ~~assets declined~~ by $12327 thousand, or 15%, as ~~fewer~~compared ~~railcar~~to ~~units~~the ~~were~~prior ~~disposed~~year. ofThe atnet ~~prices~~reduction ~~similar~~in expenses was primarily due to ~~those~~decreases ofin the ~~prior~~following ~~year~~expenses: depreciation, ~~coupled~~costs ~~with~~reimbursed ~~the~~to ~~year~~AFS, ~~over~~other ~~year~~expense, ~~change~~railcar inmaintenance ~~the~~expense ~~mix~~and ofprofessional ~~assets sold~~fees.

~~Expenses~~The decrease in depreciation expense totaled $206 thousand and was largely due to continued run-off and disposition of lease assets. Costs reimbursed to AFS decreased by $55 thousand primarily as a result of lower administrative costs allocated to the Fund to better align costs with the Partnership’s declining operations. Likewise, other expense declined by $25 thousand largely as a result of lower postage, storage, printing and photocopying costs.

~~Total~~Railcar ~~expenses~~maintenance ~~for~~costs ~~2010~~declined ~~decreased~~ by $~~472~~24 thousand, orprimarily ~~17%,~~ as ~~compared~~a toresult of the ~~prior~~continued ~~year. The net~~ decline in ~~expenses~~the ~~was~~number ~~primarily~~of ~~due~~railcars toowned ~~decreases~~by inthe ~~costs~~Partnership, ~~reimbursed~~consistent towith ~~AFS,~~a ~~depreciation~~Fund ~~expense,~~in ~~railcar~~liquidation; ~~maintenance costs~~and, ~~and~~professional ~~income~~fees ~~and~~declined ~~franchise~~by ~~tax~~$20 ~~fees~~thousand ~~offset,~~largely indue ~~part,~~to bya ~~increases~~year inover ~~other~~year ~~management~~decrease ~~fees~~in ~~and~~audit ~~other~~related ~~expense~~fees.

CostsCapital reimbursedResources to AFS declined by $327 thousand largely due to lower administrative costs allocated to the Fund to better align costs with the Partnership’s dwindling operations. Depreciation expense was reduced by $127 thousand mainly as a result of continued run-off and disposition of lease assets. In addition, railcar maintenance costs declined by $49 thousand as the prior year amount included repairs and maintenance expenses relative to off-lease railcars which were subsequently re-leased in 2010; and, franchise fees and state taxes declined by $20 thousand primarily as a result of a year over year reduction in estimated tax liabilities.Liquidity

~~Partially~~At ~~offsetting~~December ~~the~~31, ~~aforementioned~~2011 ~~decreases~~and in2010, ~~expenses~~the ~~were~~Partnership’s ~~increases~~cash ~~in other management fees~~ and ~~other~~cash ~~expense~~equivalents ~~totaling~~totaled $22205 thousand and $20446 thousand, respectively. The ~~increase~~liquidity inof ~~other~~the ~~management~~Partnership ~~fees~~varies, ~~was~~increasing ~~primarily~~to ~~a result of an increase in~~ the ~~number~~extent ofcash ~~railcars~~flows ~~managed~~from byleases aand ~~third~~proceeds ~~party~~from ~~manager~~lease asasset ~~inventoried~~sales ~~railcars~~exceed ~~were~~expenses ~~re-leased during 2010;~~ and, ~~the~~decreasing ~~increase~~as indistributions ~~other~~are ~~expense~~made ~~was largely due~~ to ~~higher~~the ~~printing,~~partners ~~postage~~ and ~~photocopying~~to ~~costs~~the ~~related~~extent toexpenses ~~investor~~exceed ~~communications,~~cash asflows ~~well~~from asleases ~~higher~~and ~~freight~~proceeds ~~and~~from ~~shipping~~asset ~~costs~~sales.

~~Capital~~The ~~Resources~~primary ~~and~~source ~~Liquidity~~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.

At December 31, 2010 and 2009, the Partnership’s cash and cash equivalents totaled $446 thousand and $979 thousand, respectively. The liquidity of the Partnership varies, increasing to the extent cash flows from leases and proceeds from lease asset sales exceed expenses and decreasing as distributions are made to the partners and to the extent expenses exceed cash flows from leases and proceeds from asset sales.6

8If inflation in the general economy becomes significant, it may affect the Partnership in 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.

The ~~primary~~Partnership ~~source~~currently ofbelieves ~~liquidity~~it ~~for~~has ~~the~~available ~~Partnership~~adequate ~~has~~reserves ~~been~~to meet its immediate cash ~~flow~~requirements ~~from~~and ~~leasing~~those ~~activities.~~of As the ~~initial~~next ~~lease~~twelve ~~terms~~months, ~~have~~but ~~expired,~~in the ~~Partnership~~event ~~ventured~~those toreserves ~~re-lease~~were orfound ~~sell~~to be inadequate, the ~~equipment.~~Partnership ~~Future~~would ~~liquidity~~likely ~~will~~be ~~depend~~in ona ~~the~~position ~~Partnership’s~~to ~~success~~borrow inagainst ~~remarketing~~its orcurrent ~~selling~~portfolio ~~the~~to ~~equipment~~meet assuch itrequirements. ~~comes~~AFS ~~off~~envisions ~~rental~~no such requirements for operating purposes.

InCash a normal economy, if inflation in the general economy becomes significant, it may affect the Partnership in 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.Flows

The ~~Partnership~~following ~~currently~~table ~~believes~~sets itforth ~~has~~summary ~~available adequate reserves to meet its immediate~~ cash ~~requirements~~flow ~~and~~data ~~those of the next twelve months, but~~ (in ~~the~~thousands): 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.

Cash Flows


	2011			2010
Net cash provided by (used in):
Operating activities	$	1,253		$	1,013
Investing activities		207			345
Financing activities		(1,701	)		(1,891	)
Net decrease in cash and cash equivalents	$	(241	)	$	(533	)

The2011 followingversus table sets forth summary cash flow data (in thousands):2010

	December 31,
	2010			2009
Net cash provided by (used in):
Operating activities	$	1,000		$	1,158
Investing activities		358			417
Financing activities		(1,891	)		(1,260	)
Net (decrease) increase in cash and cash equivalents	$	(533	)	$	315

During the years ended December 31, 2011 and 2010, the Partnership’s primary source of liquidity were cash flows from its portfolio of operating lease contracts and proceeds from sales of lease assets.

~~Operating~~During ~~Activities~~the same comparative years, cash was mainly used to pay periodic distributions to both the Limited Partners and the General Partner totaling a combined $1.7 million and $1.9 million during 2011 and 2010, respectively. During the same years, cash was also used to pay trade payables and other expenses. As the Fund is in its liquidation phase, any future financing activity is anticipated to only include distributions to Partners.

Cash provided by operating activities for the year of 2010 decreased by $158 thousand, or 14%, as compared to the prior year. The net decrease in cash flow was largely due to an increase in receivables, and a decrease in the Partnership’s accrued liabilities offset, in part, by the year over year increase in net income from operations.Distributions

The ~~increase~~Partnership incommenced ~~receivables~~periodic ~~was~~distributions, ~~largely~~based ~~due~~on tocash aflows ~~higher~~from ~~level of billings accrued at December 31~~operations, ~~2010~~beginning aswith ~~compared~~the tomonth ~~the~~of ~~prior~~January ~~year~~1995. ~~The~~See ~~decrease~~Item in5, ~~the~~Market ~~Partnership~~for Registrant’s ~~accrued~~Common ~~liabilities~~Equity, ~~was~~Related ~~mainly~~Stockholder ~~due~~Matters toand ~~the~~Issuer ~~resolution~~Purchases of anEquity ~~item~~Securities, ~~previously~~for ~~held~~additional ininformation ~~suspense~~regarding the distributions.

InvestingCommitments Activitiesand Contingencies and Off-Balance Sheet Transactions

CashCommitments providedand by investing activities for 2010 decreased by $59 thousand, or 14%, as compared to the prior year. The decrease in cash flow was a result of $45 thousand of capitalized improvement costs associated with certain railcars coupled with a $14 thousand decrease in proceeds from sales of lease assets, which decreased as fewer railcar units were sold at prices similar to those realized in 2009, coupled with the change in the mix of assets sold.Contingencies

~~Financing~~At ~~Activities~~December 31, 2011, 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.

CashOff-Balance usedSheet in financing activities during 2010 increased by $631 thousand when compared to the prior year. The increase represents a year over year increase in distributions paid to both Limited Partners and the General Partner totaling $624 thousand and $7 thousand, respectively.Transactions

~~Non-Recourse~~None. ~~Long-Term Debt~~

TheRecent Partnership’sAccounting long-term borrowings were generally non-recourse to the Partnership, that is, the only recourse of the lender was to the equipment or corresponding lease acquired with the loan proceeds. As of December 31, 2010 and 2009, the Partnership had no outstanding non-recourse debt. The General Partner does not anticipate any future non-recourse borrowings on behalf of the Partnership.Pronouncements

9Information regarding recent accounting pronouncements is included in Note 2 to the financial statements, Summary of significant accounting policies, as set forth in Part II, Item 8, Financial Statements and Supplementary Data.

~~Distributions~~7

TheCritical PartnershipAccounting commencedPolicies periodic distributions, based on cash flows from operations, beginning with the month of January 1995. See Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for additional information regarding the distributions.Estimates

~~Commitments~~The policies discussed below are considered by management of the Partnership to be critical to an understanding of the Partnership’s financial statements because their application requires significant complex or subjective judgments, decisions, or assessments, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. The Partnership also states these accounting policies in the notes to the financial statements and ~~Contingencies~~in relevant sections in this discussion and ~~Off-Balance~~analysis. ~~Sheet~~For ~~Transactions~~all of these policies, management cautions that future events may not develop exactly as forecast, and the best estimates routinely require adjustment.

CommitmentsUse andof Contingenciesestimates:

AtThe ~~December~~preparation ~~31,~~of ~~2010,~~financial statements in conformity with accounting principles generally accepted in the ~~Partnership~~United ~~had~~States no(“GAAP”) ~~commitments~~requires management to ~~purchase~~make ~~lease~~estimates and assumptions that affect the reported amounts of assets and ~~pursuant~~liabilities toand disclosure of contingent assets and liabilities at the ~~Partnership~~date ~~Agreement,~~of the ~~Partnership~~financial ~~will~~statements noand ~~longer~~the ~~purchase~~reported ~~any~~amounts ~~new~~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 ~~assets~~term, expected future cash flows used for impairment analysis purposes and determination of the allowance for doubtful accounts.

~~None~~Equipment subject to operating leases is stated at cost. Depreciation is recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.

~~Recent~~Operating ~~Accounting~~lease ~~Pronouncements~~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 negotiated, but initial leases were generally from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.

~~Information~~Operating ~~regarding~~leases ~~recent~~are ~~accounting~~generally ~~pronouncements~~placed in a non-accrual status (i.e., no revenue is ~~included~~recognized) inwhen ~~Note~~payments 2are tomore ~~the~~than ~~financial~~90 ~~statements~~days past due. Additionally, ~~Summary~~management considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of ~~significant~~all ~~accounting~~operating ~~policies,~~lessees aswith ~~set~~payments ~~forth~~outstanding inless ~~Part~~than ~~II,~~90 ~~Item~~days. 8Based upon management’s judgment, ~~Financial~~the ~~Statements~~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 ~~Supplementary~~management ~~Data~~believes recovery of the remaining unpaid lease payments is probable. Until such time, revenues are recognized on a cash basis.

~~Critical~~The ~~Accounting~~Partnership ~~Policies~~earns revenues from certain lease assets based on utilization of such assets. Such contingent rentals and ~~Estimates~~the associated expenses are recorded when earned and/or incurred.

TheAsset policies discussed below are considered by management of the Partnership to be critical to an understanding of the Partnership’s financial statements because their application requires significant complex or subjective judgments, decisions, or assessments, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. The Partnership also states these accounting policies in the notes to the financial statements and in relevant sections in this discussion and analysis. For all of these policies, management cautions that future events may not develop exactly as forecast, and the best estimates routinely require adjustment.valuation:

~~Use~~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.

TheItem preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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 period8. ActualFINANCIAL resultsSTATEMENTS couldAND differSUPPLEMENTARY from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term, expected future cash flows used for impairment analysis purposes and determination of the allowance for doubtful accounts.DATA

~~Equipment~~See onthe ~~operating~~Report ~~leases~~of Independent Registered Public Accounting Firm, Financial Statements and ~~related~~Notes ~~revenue~~to ~~recognition:~~Financial Statements attached hereto at pages 9 through 21.

Equipment subject to operating leases is stated at cost. Depreciation is recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.8

~~Operating~~REPORT ~~lease~~OF ~~revenue~~INDEPENDENT isREGISTERED ~~recognized~~PUBLIC onACCOUNTING aFIRM 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 negotiated, but initial leases were generally from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.

~~Operating~~The ~~leases~~Partners ~~are~~ATEL ~~generally~~Cash ~~placed~~Distribution inFund ~~a non-accrual status (i.e.~~VI, ~~no revenue is recognized) when payments are more than 90 days past due~~L. Additionally, management considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 daysP. 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, all payments received are applied only against outstanding principal balances.

10We have audited the accompanying balance sheets of ATEL Cash Distribution Fund VI, 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.

~~The~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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 ~~earns~~internal ~~revenues~~control ~~from~~over ~~certain~~financial ~~lease~~reporting. ~~assets~~Our ~~based~~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 ~~utilization~~the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such ~~assets~~opinion. ~~Such~~An ~~contingent~~audit ~~rentals~~includes examining, on a test basis, evidence supporting the amounts and disclosures in the ~~associated~~financial ~~expenses~~statements. ~~are~~An ~~recorded~~audit ~~when~~also ~~earned~~includes assessing the accounting principles used and~~/or~~ ~~incurred~~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.

~~Asset~~In ~~valuation:~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ATEL Cash Distribution Fund VI, 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.

~~Recorded values of the Partnership’~~/s/ ~~asset~~Moss ~~portfolio~~Adams ~~are~~LLP 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.

~~Item~~San ~~8. FINANCIAL~~Francisco, ~~STATEMENTS~~California ~~AND~~March ~~SUPPLEMENTARY~~15, ~~DATA~~2012

~~See the Report of Independent Registered Public Accounting Firm, Financial Statements and Notes to Financial Statements attached hereto at pages 12 through 26.~~9

11ATEL CASH DISTRIBUTION FUND VI, L.P. BALANCE SHEETS DECEMBER 31, 2011 AND 2010(In Thousands)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


	2011		2010
ASSETS
Cash and cash equivalents	$	205	$	446
Accounts receivable		204		183
Prepaid expenses and other assets		3		4
Investments in equipment and leases, net of accumulated depreciation of $21,017 at December 31, 2011 and $20,773 at December 31, 2010		3,605		4,410
Total assets	$	4,017	$	5,043
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner	$	78	$	49
Lessees and other		87		132
Unearned operating lease income		7		33
Total liabilities		172		214
Commitments and contingencies
Partners’ capital:
General Partner		—		—
Limited Partners		3,845		4,829
Total Partners’ capital		3,845		4,829
Total liabilities and Partners’ capital	$	4,017	$	5,043

~~The~~ See ~~Partners~~accompanying notes.

~~ATEL Cash Distribution Fund VI, L.P.~~10

We have audited the accompanying balance sheets of ATEL CashCASH DistributionDISTRIBUTION FundFUND VI, L.P. (“Partnership”)STATEMENTS asOF ofINCOME DecemberFOR 31,THE 2010YEARS andENDED 2009,DECEMBER and the related statements of income31, changes2011 inAND partners’2010(In capital,Thousands andExcept cash flows for theUnits yearsand thenPer ended.Unit 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.Data)

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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.


	2011		2010
Revenues:
Leasing activities:
Operating leases	$	2,526	$	2,578
Direct financing leases		—		13
Gain on sales of assets		95		109
Other revenue		—		4
Total revenues		2,621		2,704
Expenses:
Depreciation of operating lease assets		693		899
Cost reimbursements to General Partner		253		308
Railcar maintenance		528		552
Equipment and incentive management fees to General Partner		112		110
Taxes on income and franchise fees		3		(10	)
Other management fees		113		121
Professional fees		30		50
Outside services		63		67
Other		109		134
Total operating expenses		1,904		2,231
Net income	$	717	$	473
Net income:
General Partner	$	17	$	19
Limited Partners		700		454
	$	717	$	473
Net income per Limited Liability Partnership Unit	$	0.06	$	0.04
Weighted average number of Units outstanding		12,478,676		12,478,676

In See ~~our~~accompanying ~~opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ATEL Cash Distribution Fund VI, L~~notes.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.~~

~~/s/ Moss Adams LLP~~11

SanATEL FranciscoCASH DISTRIBUTION FUND VI, CaliforniaL.P. STATEMENT OF CHANGES IN PARTNERS’ CAPITAL FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010(In Thousands Except for Units and Per Unit Data)

March 22, 2011


	Limited Partners					General Partner			Total
	Units		Amount			General Partner			Total
Balance December 31, 2009		12,478,676	$	6,247		$	—		$	6,247
Distributions to Limited Partners ($0.15 per Unit)		—		(1,872	)		—			(1,872	)
Distributions to General Partner		—		—			(19	)		(19	)
Net income		—		454			19			473
Balance December 31, 2010		12,478,676		4,829			—			4,829
Distributions to Limited Partners ($0.13 per Unit)		—		(1,684	)		—			(1,684	)
Distributions to General Partner		—		—			(17	)		(17	)
Net income		—		700			17			717
Balance December 31, 2011		12,478,676	$	3,845		$	—		$	3,845

12 See accompanying notes.

~~ATEL CASH DISTRIBUTION FUND VI, L.P.~~12

BALANCEATEL SHEETSCASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010(In Thousands)

DECEMBER 31, 2010 AND 2009


	2011			2010
Operating activities:
Net income	$	717		$	473
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation of operating lease assets		693			899
Gain on sales of assets		(95	)		(109	)
Changes in operating assets and liabilities:
Accounts receivable		(21	)		(65	)
Prepaid expenses and other assets		1			2
Accounts payable, General Partner		29			(2	)
Accounts payable, other		(45	)		(196	)
Unearned operating lease income		(26	)		11
Net cash provided by operating activities		1,253			1,013
Investing activities:
Proceeds from sales of assets		207			334
Principal payments received on direct financing leases		—			56
Improvements to lease equipment		—			(45	)
Net cash provided by investing activities		207			345
Financing activities:
Distributions to Limited Partners		(1,684	)		(1,872	)
Distributions to General Partner		(17	)		(19	)
Net cash used in financing activities		(1,701	)		(1,891	)
Net decrease in cash and cash equivalents		(241	)		(533	)
Cash and cash equivalents at beginning of year		446			979
Cash and cash equivalents at end of year	$	205		$	446
Supplemental disclosures of cash flow information:
Cash paid during the year for taxes	$	6		$	8

~~(In~~ See ~~Thousands)~~accompanying notes.

	2010		2009
ASSETS
Cash and cash equivalents	$	446	$	979
Accounts receivable		183		118
Prepaid expenses		4		6
Investments in equipment and leases, net of accumulated depreciation of $20,773 at December 31, 2010 and $20,794 at December 31, 2009		4,410		5,545
Total assets	$	5,043	$	6,648
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner	$	49	$	51
Lessees and other		132		328
Unearned operating lease income		33		22
Total liabilities		214		401
Commitments and contingencies
Partners’ capital:
General Partner		-		-
Limited Partners		4,829		6,247
Total Partners’ capital		4,829		6,247
Total liabilities and Partners’ capital	$	5,043	$	6,648

SeeATEL accompanyingCASH notesDISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS

131. Organization and Limited Partnership matters:

ATEL ~~CASH~~Cash ~~DISTRIBUTION~~Distribution ~~FUND~~Fund VI, L.P. (the “Partnership”) was formed under the laws of the State of California on June 29, 1994 for the purpose of engaging in the sale of limited liability investment units and acquiring equipment to engage in equipment leasing and sales activities, primarily in the United States. The Partnership may continue until December 31, 2015. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a wholly owned subsidiary of ATEL Capital Group. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

~~STATEMENTS~~The OFPartnership ~~INCOME~~conducted a public offering of 12,500,000 Limited Partnership units, at a price of $10 per Unit. Upon the sale of the minimum amount of Units of Limited Partnership interest Units of $1.2 million and the receipt of the proceeds thereof on January 3, 1995, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). On November 23, 1996, subscriptions for 12,500,000 ($125 million) Limited Partnership Units had been received, in addition to the initial Limited Partners’ Units, and the offering terminated. As of December 31, 2011, 12,478,676 Units were issued and outstanding.

~~FOR~~The ~~THE~~Partnership’s ~~YEARS~~principal ~~ENDED~~objectives ~~DECEMBER~~have been to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Partnership’s invested capital; (ii) generates regular 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, ~~2010~~2002 ~~AND~~and ~~2009~~(iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Partnership Agreement (“Partnership Agreement”).

Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (Insee ~~Thousands~~Note ~~Except~~5). The Partnership is required to maintain reasonable cash reserves for working capital, the repurchase of Units and ~~Per~~contingencies. ~~Unit~~The ~~Data)~~repurchase of Units is solely at the discretion of AFS.

	2010			2009
Revenues:
Leasing activities:
Operating leases	$	2,578		$	2,610
Direct financing leases		13			27
Gain on sales of assets		109			121
Other revenue		4			10
Total revenues		2,704			2,768
Expenses:
Depreciation of operating lease assets		899			1,026
Cost reimbursements to General Partner		308			635
Railcar maintenance		552			601
Equipment and incentive management fees to General Partner		110			110
Taxes on income and franchise fees		(10	)		10
Other management fees		121			99
Professional fees		50			56
Outside services		67			68
Reversal of provision for doubtful accounts		-			(16	)
Other		134			114
		2,231			2,703
Net income	$	473		$	65
Net income:
General Partner	$	19		$	12
Limited Partners		454			53
	$	473		$	65
Net income per Limited Liability Partnership Unit	$	0.04		$	0.00
Weighted average number of Units outstanding		12,478,676			12,478,676

As of December 31, 2011, the Partnership remains in the liquidation phase of its life cycle, as defined in the Partnership Agreement, and is generally making distributions on an annual basis or at the discretion of the General Partner.

See2. accompanyingSummary notes.of significant accounting policies:

14Basis of presentation:

~~ATEL~~The ~~CASH~~accompanying ~~DISTRIBUTION~~balance ~~FUND~~sheets VIas of December 31, L2011 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.P.

~~STATEMENT~~Certain OFprior ~~CHANGES~~year INamounts ~~PARTNERS’~~have ~~CAPITAL~~been reclassified to conform to the current year presentation. These reclassifications had no significant effect on the reported financial position or results from operations.

~~FOR~~Footnote ~~THE~~and ~~YEARS~~tabular ~~ENDED~~amounts ~~DECEMBER~~are 31presented in thousands, ~~2010~~except ~~AND~~as ~~2009~~to Units and per Unit data.

(In ~~Thousands~~preparing ~~Except~~the ~~for~~accompanying ~~Units~~financial ~~and~~statements, ~~Per~~the ~~Unit~~Partnership ~~Data)~~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. No events were noted which would require disclosure in the footnotes to the financial statements.

	Limited Partners					General
	Units		Amount			Partner			Total
Balance December 31, 2008		12,478,676	$	7,442		$	-		$	7,442
Distributions to Limited Partners ($0.10 per Unit)		-		(1,248	)		-			(1,248	)
Distributions to General Partner		-		-			(12	)		(12	)
Net income		-		53			12			65
Balance December 31, 2009		12,478,676		6,247			-			6,247
Distributions to Limited Partners ($0.15 per Unit)		-		(1,872	)		-			(1,872	)
Distributions to General Partner		-		-			(19	)		(19	)
Net income		-		454			19			473
Balance December 31, 2010		12,478,676	$	4,829		$	-		$	4,829

Use of estimates:

~~See~~The ~~accompanying~~preparation ~~notes~~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.

1514

ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS

STATEMENTS2. OFSummary CASHof FLOWSsignificant accounting policies: - (continued)

FORCash THEand YEARScash ENDED DECEMBER 31, 2010 AND 2009equivalents:

~~(In~~Cash ~~Thousands)~~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.

	2010			2009
Operating activities:
Net income	$	473		$	65
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation of operating lease assets		899			1,026
Reversal of provision for doubtful accounts		-			(16	)
Amortization of unearned income on direct financing leases		(13	)		(27	)
Gain on sales of assets		(109	)		(121	)
Changes in operating assets and liabilities:
Accounts receivable		(65	)		199
Prepaid expenses and other assets		2			-
Accounts payable and accruals due to General Partner		(2	)		9
Accounts payable and accruals due to lessees and other		(196	)		16
Unearned operating lease income		11			7
Net cash provided by operating activities		1,000			1,158
Investing activities:
Proceeds from sales of lease assets		334			348
Payments received on direct financing leases		69			69
Improvements to lease equipment		(45	)		-
Net cash provided by investing activities		358			417
Financing activities:
Distributions to Limited Partners		(1,872	)		(1,248	)
Distributions to General Partner		(19	)		(12	)
Net cash used in financing activities		(1,891	)		(1,260	)
Net (decrease) increase in cash and cash equivalents		(533	)		315
Cash and cash equivalents at beginning of year		979			664
Cash and cash equivalents at end of year	$	446		$	979
Supplemental disclosures of cash flow information:
Cash paid during the year for taxes	$	8		$	16

Credit risk:

~~See~~Financial ~~accompanying~~instruments ~~notes~~that potentially subject the Partnership to concentrations of credit risk include cash and cash equivalents and accounts receivable. 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 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. Accounts receivable represent amounts due from lessees in various industries related to equipment on operating or direct financing leases.

16Accounts receivable:

~~ATEL~~Accounts ~~CASH~~receivable ~~DISTRIBUTION~~represent ~~FUND~~the ~~VI,~~amounts Lbilled under operating and direct financing lease contracts which are currently due to the Partnership.P Allowances for doubtful accounts are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and invoiced amounts. Accounts receivable deemed uncollectible are charged-off on a specific identification basis by AFS. Amounts recovered that were previously written-off are recorded as other income in the period received.

1Equipment subject to operating leases is stated at cost. ~~Organization~~ Depreciation is recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and ~~Limited~~betterments ~~Partnership~~are ~~matters:~~capitalized.

~~ATEL~~Operating ~~Cash~~lease ~~Distribution~~revenue ~~Fund~~is ~~VI,~~recognized ~~L.P.~~on ~~(the~~a ~~“Partnership”)~~straight-line ~~was~~basis ~~formed~~over ~~under~~ the ~~laws~~term of the ~~State~~underlying ofleases. ~~California~~The oninitial ~~June~~lease ~~29,~~terms ~~1994~~vary ~~for~~as ~~the~~to ~~purpose of engaging in~~ the ~~sale~~type of ~~limited liability investment units and acquiring~~ equipment subject to ~~engage~~the ~~in equipment leasing and sales activities~~leases, ~~primarily in~~ the ~~United~~needs ~~States. The Partnership may continue until December 31, 2015. The General Partner~~ of the ~~Partnership~~lessees isand ~~ATEL~~the ~~Financial~~terms ~~Services~~negotiated, ~~LLC~~but ~~(“AFS”),~~initial aleases ~~wholly~~were ~~owned~~generally ~~subsidiary~~from of36 ~~ATEL~~to ~~Capital~~120 ~~Group~~months. ~~Prior~~The todifference ~~converting~~between torent areceived ~~limited~~and ~~liability~~rental ~~company~~revenue ~~structure,~~recognized ~~AFS~~is ~~was~~recorded ~~formerly~~as ~~known~~unearned asoperating ~~ATEL~~lease ~~Financial~~income ~~Corporation~~on the balance sheet.

~~The~~Operating ~~Partnership~~leases ~~conducted~~are agenerally ~~public~~placed ~~offering~~in ofa ~~12,500,000~~non-accrual ~~Limited~~status ~~Partnership units~~(i.e., atno arevenue ~~price~~is ofrecognized) ~~$10~~when ~~per~~payments ~~Unit.~~are ~~Upon~~more ~~the~~than ~~sale~~90 ofdays ~~the~~past ~~minimum~~due. ~~amount~~Additionally, ofmanagement ~~Units~~considers ofthe ~~Limited~~equipment ~~Partnership~~underlying ~~interest~~the ~~Units~~lease ofcontracts ~~$1.2~~for ~~million~~impairment and periodically reviews the ~~receipt~~credit worthiness of ~~the~~all ~~proceeds~~operating ~~thereof~~lessees onwith ~~January~~payments 3,outstanding ~~1995,~~less ~~the~~than ~~Partnership~~90 ~~commenced~~days. ~~operations~~Based inupon ~~its~~management’s ~~primary~~judgment, ~~business~~the ~~(acquiring~~related ~~equipment~~operating toleases ~~engage~~may inbe ~~equipment~~placed ~~leasing~~on ~~and~~non-accrual ~~sales activities)~~status. OnLeases ~~November~~placed ~~23,~~on ~~1996,~~non-accrual ~~subscriptions~~status ~~for~~are ~~12,500,000~~only ~~($125~~returned ~~million)~~to ~~Limited~~an ~~Partnership~~accrual ~~Units~~status ~~had~~when ~~been~~the ~~received,~~account inhas ~~addition~~been tobrought ~~the~~current ~~Initial~~and ~~Limited~~management ~~Partners’~~believes ~~Units,~~recovery ~~and~~of the ~~offering~~remaining ~~terminated.~~unpaid Aslease ofpayments ~~December~~is ~~31,~~probable. Until ~~2010,~~such 12time,~~478,676~~ ~~Units~~revenues ~~were~~are ~~issued~~recognized ~~and~~on ~~outstanding~~a cash basis.

The Partnership’s ~~principal~~earns ~~objectives~~revenues ~~have~~from ~~been~~certain tolease ~~invest~~assets inbased aon ~~diversified~~utilization ~~portfolio~~ of ~~equipment~~such ~~that~~assets. ~~(i)~~Such ~~preserves,~~contingent ~~protects~~rentals and ~~returns~~ the ~~Partnership’s~~associated ~~invested~~expenses ~~capital;~~are ~~(ii)~~recorded ~~generates~~when ~~regular~~earned ~~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, 2002 and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been soldincurred. ~~The Partnership is governed by its Partnership Agreement (“Partnership Agreement”).~~

AsIncome offrom ~~December~~direct ~~31,~~financing ~~2010,~~lease transactions is reported using the ~~Partnership~~financing ~~remains~~method of accounting, in which the ~~liquidation~~Partnership’s ~~phase~~investment ofin ~~its~~the ~~life~~leased ~~cycle,~~property is reported as ~~defined~~a inreceivable from the ~~Partnership~~lessee ~~Agreement,~~to ~~and~~be isrecovered ~~generally~~through ~~making~~future ~~distributions~~rentals. onThe anincome ~~annual~~portion ~~basis~~of oreach atrental ~~the~~payment ~~discretion~~is calculated so as to generate a constant rate of return on the ~~General~~net ~~Partner~~receivable outstanding.

~~2. Summary of significant accounting policies:~~15

BasisATEL ofCASH presentation:DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS

The2. accompanyingSummary balance sheets as of Decembersignificant 31, 2010 and 2009, 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 principlespolicies: generally- accepted in the United States of America (“GAAP”continued) and the rules and regulations of the Securities and Exchange Commission.

~~Certain~~Allowances ~~prior~~for ~~year~~losses ~~amounts~~on ~~have~~direct ~~been~~financing ~~reclassified~~leases toare ~~conform~~typically toestablished based on historical charge-off and collection experience and the ~~current~~collectability ~~year~~of ~~presentation~~specifically identified lessees and billed and unbilled receivables. ~~These~~Direct ~~reclassifications~~financing ~~had~~leases noare ~~effect~~written-off onas ~~capital~~they orare ~~net~~deemed ~~income~~uncollectible.

~~Footnote~~Direct financing leases are generally placed in a non-accrual status (i.e., no revenue is recognized) and ~~tabular~~deemed ~~amounts~~impaired when payments are ~~presented~~more inthan ~~thousands~~90 days past due. Additionally, ~~except~~management asperiodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on non-accrual status. Leases placed on non-accrual status are only returned to ~~Units~~an accrual status when the account has been brought current and ~~per~~management ~~Unit~~believes ~~data~~recovery of the remaining unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.

InAsset preparing the accompanying financial statements, 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 statements. No events were noted which would require disclosure in the footnotes to the financial statements.valuation:

17Recorded 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.

ATELSegment CASH DISTRIBUTION FUND VI, L.P.reporting:

~~NOTES~~The TOPartnership ~~FINANCIAL~~is ~~STATEMENTS~~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.

2The Partnership’s principal decision makers are the General Partner’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer. ~~Summary~~ ofThe ~~significant~~Partnership ~~accounting~~believes ~~policies~~that ~~(continued)~~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.

~~Use~~However, certain of ~~estimates:~~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.

The ~~preparation~~primary ofgeographic ~~financial~~regions ~~statements~~ in ~~conformity~~which ~~with GAAP requires management to make estimates and assumptions that affect~~ the ~~reported~~Partnership ~~amounts~~sought ofleasing ~~assets~~opportunities ~~and~~were ~~liabilities~~North ~~and~~America ~~disclosure of contingent assets~~ and ~~liabilities~~Europe. atCurrently, ~~the~~100% ~~date~~ of the ~~financial~~Partnership’s ~~statements~~operating ~~and the reported amounts of~~ revenues ~~and~~are ~~expenses during the reporting period. Actual results could differ~~ from ~~those~~customers ~~estimates.~~domiciled ~~Such~~in ~~estimates~~North 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 accountsAmerica.

CashUnearned andoperating cashlease equivalentsincome:

~~Cash~~The ~~and~~Partnership ~~cash~~records ~~equivalents~~prepayments ~~include~~on ~~cash~~operating inleases ~~banks~~as ~~and~~a ~~cash~~liability, ~~equivalent~~unearned ~~investments~~operating ~~such~~lease ~~as U~~income.S. ~~Treasury~~The ~~instruments~~liability ~~with~~is ~~original~~recorded when the prepayments are received and~~/or~~ ~~purchased~~recognized ~~maturities~~as ofoperating ~~ninety~~lease ~~days~~revenue orratably ~~less~~over the period to which the prepayments relate.

~~Credit risk:~~16

FinancialATEL instrumentsCASH thatDISTRIBUTION potentiallyFUND subject the Partnership to concentrations of credit risk include cash and cash equivalents and accounts receivable. The Partnership places the majority of its cash deposits and temporary cash investments in U.S. Treasury denominated instruments with the remainder placed in financial institutions with no less than $10 billion in assetsVI, so as to meet ongoing working capital requirementsL. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the PartnershipP. AccountsNOTES receivableTO representFINANCIAL amounts due from lessees in various industries related to equipment on operating or direct financing leases.STATEMENTS

Accounts2. receivableSummary of significant accounting policies: - (continued)

AccountsIncome receivable represent the amounts billed under operating and direct financing lease contracts which are currently due to the Partnership. Allowances for doubtful accounts are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and invoiced amounts. Accounts receivable deemed uncollectible are charged-off on a specific identification basis by AFS. Amounts recovered that were previously written-off are recorded as other income in the period received.taxes:

~~Equipment~~Pursuant to 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 ~~operating~~partnerships. ~~leases~~Interest and penalties on such taxes are considered to be insignificant. For the year ended December 31, 2010, the Partnership recorded an income and franchise tax benefit of $10 thousand. Such benefit was utilized during 2011 to offset related ~~revenue~~income ~~recognition:~~and franchise taxes. The net tax expense recorded for the year ended December 31, 2011 was $3 thousand. 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) income tax authorities for three years from the filing of a tax return.

~~Equipment~~The ~~subject~~tax tobases ~~operating leases is stated at cost. Depreciation is recognized on a straight-line method over the terms~~ of the ~~related leases to the equipment~~Partnership’s ~~estimated~~net ~~residual~~assets ~~values.~~and ~~Maintenance~~liabilities ~~costs~~vary ~~associated~~from ~~with~~ the ~~Fund’s~~amounts ~~portfolio~~presented ofin ~~leased~~these ~~assets~~financial ~~are~~statements ~~expensed~~ as ~~incurred.~~of ~~Major~~December ~~additions~~31, 2011 and ~~betterments~~2010 ~~are~~as ~~capitalized.~~follows (in thousands):

Operating 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 negotiated, but initial leases were generally from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.


	2011			2010
Financial statement basis of net assets	$	3,845		$	4,829
Tax basis of net assets (unaudited)		13,369			13,586
Difference (unaudited)	$	(9,524	)	$	(8,757	)

~~Operating~~The ~~leases~~primary ~~are~~differences ~~generally~~between ~~placed~~the intax abases ~~non-accrual~~of ~~status~~net ~~(i.e.,~~assets noand ~~revenue~~the isamounts ~~recognized)~~recorded ~~when~~in ~~payments~~the ~~are~~financial ~~more~~statements ~~than~~are ~~90 days past due. Additionally, management considers~~ the ~~equipment~~result ~~underlying~~of ~~the~~differences ~~lease~~in ~~contracts~~accounting for impairment ~~and~~losses, ~~periodically~~syndication ~~reviews~~costs ~~the~~and ~~credit~~differences ~~worthiness~~between ~~of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment,~~ the ~~related~~depreciation ~~operating~~methods ~~leases~~used ~~may~~in ~~be placed on non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when~~ the ~~account~~financial ~~has~~statements ~~been brought current~~ and ~~management believes recovery of~~ the ~~remaining~~Partnership’s ~~unpaid~~tax ~~lease payments is probable~~returns. ~~Until such time, all payments received are applied only against outstanding principal balances.~~

The ~~Partnership~~following ~~earns~~reconciles ~~revenues~~the ~~from~~net ~~certain~~income ~~lease~~reported ~~assets~~in ~~based~~these financial statements to the income reported on ~~utilization~~the ofPartnership’s ~~such~~federal ~~assets.~~tax ~~Such~~return ~~contingent~~(unaudited) ~~rentals~~for ~~and~~each of the ~~associated~~years ~~expenses~~ended ~~are~~December ~~recorded~~31, ~~when~~2011 ~~earned~~ and~~/or~~ ~~incurred.~~2010 (in thousands):


	2011			2010
Net income per financial statements	$	717		$	473
Tax adjustments (unaudited):
Adjustment to depreciation expense		682			892
Provision for losses and doubtful accounts		—			—
Adjustments to gain on sales of assets		113			225
Adjustments to revenues and other items		(27	)		(88	)
Income per federal tax return (unaudited)	$	1,485		$	1,502

ATELPer CASHunit DISTRIBUTION FUND VI, L.P.data:

~~NOTES~~Net TOincome ~~FINANCIAL~~and ~~STATEMENTS~~distributions per unit are based upon the weighted average number of units outstanding during the year.

2. SummaryRecent of significant accounting policies (continued)pronouncements:

~~Direct~~In ~~financing~~April ~~leases~~2011, the FASB issued ASU No. 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” ASU 2011-02 clarifies guidance on a creditor’s evaluation of whether it has granted a concession to a borrower and ~~related~~a ~~revenue~~creditor’s ~~recognition:~~evaluation of whether a borrower is experiencing financial difficulties. The amendments in this update are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. For purposes of measuring impairment of those receivables, an entity should apply the amendments prospectively for the first interim or annual period beginning on or after June 15, 2011. In addition, an entity should disclose the information required by Accounting Standards Codification paragraphs 310-10-50-33 through 50-34, which was deferred by ASU 2011-01, for

Income from direct financing lease transactions is reported using the financing method of accounting, in which the Partnership’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding.17

AllowancesATEL forCASH lossesDISTRIBUTION onFUND directVI, financing leases are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivablesL.P. DirectNOTES financingTO leasesFINANCIAL are written-off as they are deemed uncollectible.STATEMENTS

Direct financing leases are generally placed in a non-accrual status (i2.e., noSummary revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of allsignificant directaccounting financepolicies: lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing 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, all payments received are applied only against outstanding principal balances.(continued)

~~Asset~~interim ~~valuation:~~and annual periods beginning on or after June 15, 2011. The amendments in this update were adopted by the Partnership on July 1, 2011, and for purposes of measuring impairment, were applied retrospectively to January 1, 2011. The Partnership evaluated the guidance included in 2011-02 and has determined that it does not result in any new troubled debt restructurings that should be reported.

~~Recorded~~In ~~values~~January of2011, the ~~Partnership’s~~FASB ~~asset~~issued ~~portfolio~~ASU ~~are periodically reviewed for impairment~~No. An2011-01, ~~impairment~~“Deferral ~~loss~~of ~~is measured and recognized only if~~ the ~~estimated~~Effective ~~undiscounted~~Date ~~future cash flows~~ of ~~the~~Disclosures ~~asset~~about ~~are~~Troubled ~~less~~Debt ~~than~~Restructurings ~~their~~in ~~net~~Update ~~book~~No. ~~value~~2010-20.” ~~The~~ASU ~~estimated~~2011-01 ~~undiscounted~~temporarily ~~future~~delays ~~cash flows are~~ the ~~sum~~effective ofdate ~~the estimated residual value~~ of the ~~asset~~disclosures atabout ~~the~~troubled ~~end~~debt ofrestructurings ~~the~~in ~~asset’s~~Update ~~expected~~2010-20 ~~holding~~for ~~period~~public ~~and estimates of undiscounted future rents~~entities. The ~~residual~~delay ~~value~~is ~~assumes,~~intended ~~among~~to ~~other~~allow ~~things,~~the ~~that~~Board ~~the~~time ~~asset~~to iscomplete ~~utilized~~its ~~normally~~deliberations inon anwhat ~~open,~~constitutes ~~unrestricted~~a ~~and~~troubled ~~stable~~debt ~~market~~restructuring. ~~Short-term~~The ~~fluctuations~~effective indate of the ~~market~~new ~~place~~disclosures ~~are~~about ~~disregarded~~troubled ~~and~~debt itrestructurings isfor ~~assumed~~public ~~that~~entities ~~there~~and isthe noguidance ~~necessity~~for ~~either~~determining towhat ~~dispose~~constitutes of a ~~significant~~troubled ~~number~~debt ofrestructuring ~~the~~will ~~assets,~~then ifbe ~~held~~coordinated. inThe ~~quantity,~~guidance ~~simultaneously~~became effective orfor ~~to dispose of~~ the ~~asset~~ ~~quickly.~~first ~~Impairment~~interim isor ~~measured~~annual asperiod ~~the~~beginning ~~difference~~on ~~between~~or ~~the~~after ~~fair~~June ~~value~~15, ~~(as~~2011, ~~determined~~and bywas aapplied ~~valuation~~retrospectively ~~method~~to ~~using~~the ~~discounted~~beginning ~~estimated~~of ~~future~~the ~~cash~~annual ~~flows,~~period ~~third~~of ~~party~~adoption. ~~appraisals~~The oradoption ~~comparable sales~~ of ~~similar~~this ~~assets~~update asdid ~~applicable~~not ~~based~~have ona ~~asset~~material ~~type)~~effect ofon the ~~assets~~Partnership’s ~~and~~financial ~~its~~position ~~carrying~~or ~~value~~results onof ~~the measurement date~~operations.

Segment3. reportingConcentration of credit risk and major customers:

~~The~~At its current stage of liquidation, the Partnership’s isremaining ~~not~~assets ~~organized~~under bylease ~~multiple~~are ~~operating~~concentrated ~~segments~~in ~~for~~three ~~the~~major ~~purpose~~industries offor ~~making~~2011 ~~operating~~and ~~decisions~~2010 orspread ~~assessing~~across ~~performance.~~eight ~~Accordingly,~~and ~~the~~seven ~~Partnership~~lessees, ~~operates~~respectively. inThe ~~one~~leases ~~reportable~~provide ~~operating~~for ~~segment~~the inreturn of the ~~United~~equipment ~~States~~upon default.

The Partnership’s ~~principal~~is ~~decision~~no ~~makers~~longer ~~are~~acquiring ~~the General Partner’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer~~equipment. ~~The~~As ~~Partnership~~assets ~~believes~~have ~~that~~been ~~its~~sold ~~equipment~~upon ~~leasing~~maturity ~~business~~of ~~operates as one reportable segment because: a)~~ the ~~Partnership~~related ~~measures~~leases, ~~profit~~concentrations ~~and~~have ~~loss~~arisen atin ~~the~~certain ~~equipment~~industries ~~portfolio~~due ~~level~~to ~~as a whole; b)~~ the ~~principal~~decreasing ~~decision~~number ~~makers~~of doremaining ~~not~~leases 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~~assets.

~~However,~~As ~~certain~~ of ~~the~~December ~~Partnership’s lessee customers may have international operations. In these instances~~31, ~~the~~2011 ~~Partnership is aware that certain equipment, primarily rail~~ and ~~transportation~~2010, ~~may~~there ~~periodically~~were ~~exit~~concentrations ~~the~~(defined ~~country.~~as ~~However,~~greater ~~these~~than ~~lessee~~10%) ~~customers~~of ~~are~~equipment ~~US-based,~~leased ~~and~~to itlessees isin ~~impractical~~certain ~~for~~industries ~~the~~(as ~~Partnership~~a topercentage ~~track,~~of ontotal anequipment ~~asset-by-asset,~~cost) ~~day-by-day~~as ~~basis,~~follows: ~~where these assets are deployed.~~


	2011			2010
Transportation, rail		72	%		70	%
Transportation, containers		14	%		16	%
Food products		12	%		12	%

~~ATEL~~During ~~CASH~~2011 ~~DISTRIBUTION~~and ~~FUND VI~~2010, ~~L.P.~~certain lessees generated significant portions (defined as 10% or more) of the Partnership’s total lease revenues as follows:

NOTES TO FINANCIAL STATEMENTS


			Percentage of Total Lease Revenues
Lessee	Type of Equipment		2011			2010
Central States Enterprises		Railcars		38	%		42	%
Interstate Commodities		Railcars		24	%		16	%
Transamerica Leasing		Containers		14	%		14	%
Bunge Corporation		Railcars		13	%		12	%

24. Summary ofInvestments significantin accountingequipment policiesand (continued)leases, net:

The ~~primary~~Partnership’s ~~geographic~~investments ~~regions~~ in ~~which~~equipment ~~the Partnership sought leasing opportunities were North America~~ and ~~Europe.~~leases ~~Currently,~~consist ~~100%~~ of the ~~Partnership’s~~following ~~operating revenues are from customers domiciled~~ (in ~~North~~thousands): ~~America.~~

Unearned operating lease income:


	Balance December 31, 2010		Reclassifications & Additions/ Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance December 31, 2011
Net investment in operating leases	$	4,390	$	(102	)	$	(688	)	$	3,600
Net investment in direct financing leases		20		(20	)		—			—
Assets held for sale or lease, net		—		10			(5	)		5
Total	$	4,410	$	(112	)	$	(693	)	$	3,605

The Partnership records prepayments on operating leases as a liability, unearned operating lease income. The liability is recorded when the prepayments are received and recognized as operating lease revenue ratably over the period to which the prepayments relate.18

IncomeATEL taxes:CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS

Pursuant to the provisions of Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes4. AllInvestments income and losses of the Partnership are the liability of the individual partners and are allocated to the partners for inclusion in theirequipment 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 year ended December 31leases, 2010,net: the- Partnership recorded an estimated income and franchise tax benefit of $10 thousand as compared to an expense of $10 thousand for the year ended December 31, 2009. 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 localcontinued) income tax authorities for three years from the filing of a tax return.

TheImpairment tax bases of theinvestments Partnership’s net assets and liabilities vary from the amounts presented in theseleases financial statements as of December 31, 2010 and 2009assets asheld followsfor (insale thousands)or lease:

	2010			2009
Financial statement basis of net assets	$	4,829		$	6,247
Tax basis of net assets (unaudited)		13,586			13,975
Difference (unaudited)	$	(8,757	)	$	(7,728	)

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 for the respective years ended December 31, 2011 and 2010.

The ~~primary~~Partnership ~~differences~~utilizes ~~between~~a ~~the~~straight-line ~~tax~~depreciation ~~bases~~method ofover ~~net~~the ~~assets~~term ~~and~~of the ~~amounts~~equipment ~~recorded~~lease infor ~~the~~equipment ~~financial~~in ~~statements~~all ~~are~~of the ~~result~~categories ofcurrently ~~differences~~ in ~~accounting~~its ~~for~~portfolio ~~impairment~~of ~~losses,~~lease ~~syndication~~transactions. ~~costs~~Depreciation ~~and~~expense ~~differences~~on ~~between~~ the ~~depreciation~~Partnership’s ~~methods~~equipment ~~used~~was in$693 ~~the~~thousand ~~financial~~and ~~statements~~$899 ~~and~~thousand ~~the~~for ~~Partnership’s~~2011 ~~tax~~and ~~returns~~2010, respectively.

~~The~~All ~~following~~of ~~reconciles~~ the ~~net~~property ~~income reported in these financial statements to the income reported~~ on ~~the~~leases ~~Partnership’s~~was ~~federal~~acquired ~~tax~~from ~~return~~1995 ~~(unaudited)~~through ~~for~~1997. ~~each of the years ended December 31, 2010 and 2009 (in thousands):~~

	2010			2009
Net income per financial statements	$	473		$	65
Tax adjustments (unaudited):
Adjustment to depreciation expense		892			1,026
Provision for losses and doubtful accounts		-			(16	)
Adjustments to gain on sales of assets		225			226
Adjustments to revenues and other items		(88	)		49
Income per federal tax return (unaudited)	$	1,502		$	1,350

Net investment in operating leases:

~~Per~~Equipment ~~unit~~on ~~data~~operating leases consists of the following (in thousands):

Net income and distributions per unit are based upon the weighted average number of units outstanding during the year.


	Balance December 31, 2010			Additions			Reclassifications or Dispositions			Balance December 31, 2011
Transportation, rail	$	24,679		$	—		$	(562	)	$	24,117
Transportation, other		285			—			10			295
Materials handling		199			—			—			199
		25,163			—			(552	)		24,611
Less accumulated depreciation		(20,773	)		(688	)		450			(21,011	)
Total	$	4,390		$	(688	)	$	(102	)	$	3,600

20The average estimated residual value for assets on operating leases was 13% and 15% of the assets’ original cost at December 31, 2011 and 2010, respectively.

~~ATEL~~The ~~CASH~~Partnership ~~DISTRIBUTION~~earns ~~FUND~~revenues VIfrom certain lease assets based on utilization of such assets. Such contingent rentals and the associated expenses are recorded when earned and/or incurred. The revenues associated with these rentals are included as a component of Operating Lease Revenues, Land totaled $459 thousand and $532 thousand for the years ended December 31, 2011 and 2010, respectively.P There were no operating leases in non-accrual status as of December 31, 2011 and 2010.

~~NOTES~~At TODecember ~~FINANCIAL~~31, ~~STATEMENTS~~2011, the aggregate amounts of future minimum lease payments under operating leases are as follows (in thousands):

2. Summary of significant accounting policies (continued):


	Operating Leases
Year ending December 31, 2012	$	934
2013		685
2014		410
	$	2,029

RecentNet accountinginvestment pronouncementsin direct financing leases:

InThe ~~January~~Partnership’s ~~2011,~~remaining ~~the~~direct ~~Financial~~financing ~~Accounting~~lease ~~Standards~~terminated ~~Board~~during ~~(“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-01, “Deferral of~~ the ~~Effective~~second ~~Date~~half of ~~Disclosures about Troubled Debt Restructurings in Update No.~~ 2010~~-20~~.” ~~ASU~~However, ~~2011-01~~at ~~temporarily~~December ~~delays~~31, ~~the~~2010, ~~effective date of~~ the ~~disclosures~~Partnership ~~about~~retained ~~troubled~~a ~~debt restructurings in Update 2010-~~$20 ~~for~~thousand ~~public~~residual ~~entities.~~position ~~The~~in ~~delay~~the isequipment ~~intended~~underlying ~~to allow~~ the ~~Board~~terminated ~~time~~direct tofinancing ~~complete its deliberations on what constitutes a troubled debt restructuring~~lease. ~~The~~During ~~effective date of~~ the ~~new~~first ~~disclosures~~quarter ~~about~~of ~~troubled~~2011, ~~debt~~such ~~restructurings~~equipment ~~for~~was ~~public~~re-leased ~~entities~~under ~~and~~short-term ~~the~~operating ~~guidance for determining what constitutes a troubled debt restructuring will then be coordinated~~leases. ~~Currently,~~At ~~that~~December ~~guidance is anticipated to be effective for interim and annual periods ending after June 15~~31, 2011., ~~The~~the Partnership ~~anticipates~~had ~~that~~no ~~adoption~~remaining ofinvestments ~~these~~in ~~additional~~direct ~~disclosures~~financing ~~will not have a material effect on its financial position or results of operations~~leases.

InThe ~~January~~terms ~~2010,~~of the ~~FASB~~Partnership ~~issued~~Agreement ~~ASU~~provide ~~No.~~that ~~2010-06,~~AFS ~~“Improving Disclosure about Fair Value Measurement.” ASU 2010-06 requires additional disclosures related to recurring~~ and/or ~~nonrecurring~~affiliates fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements, and information on purchases, sales, issuances, and settlements in a rollforward reconciliation of Level 3 fair-value measurements. Except for the Level 3 reconciliation disclosures, which are ~~effective~~entitled ~~for~~to ~~fiscal~~receive ~~years~~certain ~~beginning~~fees ~~after December 15, 2010, the guidance became effective~~ for ~~the~~equipment ~~Partnership beginning January 1~~acquisition, ~~2010~~management and ~~was~~resale ~~adopted~~and ~~during~~for ~~the~~management ~~first quarter~~ of ~~2010 with no impact on~~ the Partnership~~’s financial position, results of operations or cash flows~~.

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

TheATEL PartnershipCASH leasesDISTRIBUTION equipmentFUND toVI, 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

AsThe Partnership Agreement allows for the reimbursement of ~~December~~costs 31incurred by AFS in providing administrative services to the Partnership. Administrative services provided include Partnership accounting, ~~2010~~investor relations, legal counsel and ~~2009,~~lease ~~there~~and ~~were~~equipment ~~concentrations~~documentation. ~~(defined~~AFS is not reimbursed for services whereby it is entitled to receive a separate fee as ~~greater~~compensation ~~than~~for ~~10%)~~such services, such as management of equipment. ~~leased~~The toPartnership ~~lessees~~will inbe liable for certain ~~industries~~future ~~(as~~costs ato ~~percentage~~be ofincurred ~~total~~by ~~equipment~~AFS ~~cost)~~to asmanage ~~follows:~~the administrative services provided to the Partnership.

	2010			2009
Transportation, rail		82	%		74	%
Transportation, containers		16	%		20	%

Each of ATEL Leasing Corporation (“ALC”) and AFS is a wholly-owned subsidiary of ATEL Capital Group 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.

21Cost reimbursements to the General Partner are based on its costs incurred in performing administrative services for the Partnership. These costs 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.

~~ATEL~~Incentive ~~CASH~~management ~~DISTRIBUTION~~fees ~~FUND~~are VIcomputed as 4% of distributions of cash from operations, Las defined in the Partnership Agreement.P Equipment management fees are computed as 3.5% 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.

~~NOTES~~During TOthe ~~FINANCIAL~~years ~~STATEMENTS~~ended December 31, 2011 and 2010, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Partnership Agreement as follows (in thousands):

3. Concentration of credit risk and major customers (continued):


	2011		2010
Cost reimbursements to General Partner and/or affiliates	$	253	$	308
Equipment and incentive management fees to General Partner		112		110
	$	365	$	418

During6. 2010 and 2009, certain lessees generated significant portions (defined as 10% or more) of the Partnership’s total lease revenues as followsGuarantees:

		Percentage of Total Lease Revenues
Lessee	Type of Equipment	2010			2009
Central States Enterprises	Railcars		42	%		40	%
Transamerica Leasing	Containers		14	%		18	%
Interstate Commodities	Railcars		16	%		14	%
Bunge Corporation	Railcars		12	%		12	%
Rail Tex, Inc.	Railcars		*			11	%

The Partnership enters 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.

*The ~~Less~~General ~~than~~Partner ~~10%~~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.

47. Provision forPartners’ credit lossescapital:

~~Activity~~As inof ~~the~~December ~~allowance~~31, ~~for~~2011 ~~doubtful~~and ~~accounts~~2010, ~~consists~~12,478,676 ofUnits were issued and outstanding, including the ~~following~~50 (Units issued to the initial Limited Partners, as defined. The Partnership was authorized to issue up to 12,500,000 Units, in ~~thousands):~~addition to the 50 Units issued to the initial Limited Partners.

	Allowance for Doubtful Accounts
Balance December 31, 2008	$	16
Adjustments to provision		(16	)
Balance December 31, 2009		-
Adjustments to provision		-
Balance December 31, 2010	$	-

The Partnership has the right, exercisable at the General Partner’s discretion, but not the obligation, to repurchase Units of a Unitholder who ceases to be a U.S. Citizen, for a 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

The Partnership did not record an allowance for credit losses against its financing receivables and/or its operating lease receivables during the years ended December 31, 2010 and 2009. At December 31, 2010, the Partnership’s net investment in financing receivables was nominal.20

5. InvestmentsATEL inCASH equipmentDISTRIBUTION andFUND leasesVI, net:L.P. NOTES TO FINANCIAL STATEMENTS

The7. PartnershipPartners’s investmentscapital: in- equipment and leases consist of the following (in thousandscontinued):

	Balance December 31, 2009		Reclassifications & Additions / Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance December 31, 2010
Net investment in operating leases	$	5,003	$	286		$	(899	)	$	4,390
Net investment in direct financing leases		76		-			(56	)		20
Assets held for sale or lease, net		466		(466	)		-			-
Total	$	5,545	$	(180	)	$	(955	)	$	4,410

investment less cumulative distributions made to the Unitholder 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.

~~Impairment~~As defined in the Partnership Agreement, the Partnership’s Net Profits, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS. The Partnership Agreement allows the Partnership to make an allocation of ~~investments~~income to AFS in ~~leases~~order to maintain the capital account of AFS at zero. In accordance with the terms of the Partnership Agreement, additional allocations of income were made to AFS in 2011 and ~~assets~~2010. ~~held~~The ~~for~~amounts ~~sale~~allocated orwere ~~lease:~~determined so as to bring AFS’s ending capital account balance to zero at the end of each year.

~~Management~~As ~~periodically~~defined ~~reviews~~in the ~~carrying~~Partnership ~~values~~Agreement, ofAvailable ~~its~~Cash ~~assets~~from onOperations ~~leases~~ and ~~assets~~Cash ~~held~~from ~~for~~Sales ~~lease~~and orRefinancing ~~sale.~~are Asto abe ~~result~~distributed ofas ~~these~~follows: ~~reviews, management determined that no impairment losses existed in either 2010 or 2009.~~

TheCash Partnershipfrom utilizes a straight-line depreciation method over the term of the equipment lease for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Partnership’s equipment was $899 thousand and $1.0 million for 2010 and 2009, respectively.Operations

22Cash from Operations is distributed 95% to the Limited Partners, 1% to AFS and 4% to an affiliate of AFS as an Incentive Management Fee.

ATELCash CASHfrom DISTRIBUTIONSales FUNDand VI, L.P.Refinancing

~~NOTES~~First, TO99% ~~FINANCIAL~~to ~~STATEMENTS~~the Limited Partners and 1% to AFS until each Limited Partner has received Aggregate Distributions in an amount equal to their Original Invested Capital, as defined, plus a 10% per annum cumulative (compounded daily) return on their Adjusted Invested Capital; and

~~5. Investments~~Thereafter, in95% ~~equipment~~to ~~and~~the ~~leases~~Limited Partners, ~~net~~1% ~~(continued):~~to AFS and 4% to an affiliate of AFS as an Incentive Management Fee.

~~All~~Distributions ofto the ~~property~~Limited onPartners ~~leases~~for ~~was~~the ~~acquired~~years ~~from~~ended ~~1995~~December ~~through~~31, ~~1997.~~2011 and 2010 were as follows (in thousands except Units and per Unit data):

Operating leases:


	2011		2010
Distributions	$	1,684	$	1,872
Weighted average number of Units outstanding		12,478,676		12,478,676
Weighted average distributions per Unit	$	0.13	$	0.15

~~Equipment on operating leases consists of the following (in thousands):~~21

	Balance December 31, 2009			Additions			Reclassifications or Dispositions			Balance December 31, 2010
Transportation, rail	$	23,698		$	45		$	936		$	24,679
Materials handling		199			-			-			199
Transportation, other		285			-			-			285
		24,182			45			936			25,163
Less accumulated depreciation		(19,179	)		(899	)		(695	)		(20,773	)
Total	$	5,003		$	(854	)	$	241		$	4,390

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

~~The average estimated residual value for assets on operating leases was 15% and 16% of the assets’ original cost at December 31, 2010 and 2009, respectively~~None.

~~The~~Item ~~Partnership earns revenues from certain lease assets based on utilization of such assets~~9A. ~~Such~~CONTROLS ~~contingent~~AND rentals and the associated expenses are recorded when earned and/or incurred. The revenues associated with these rentals are included as a component of Operating Lease Revenues, and totaled $370 thousand and $489 thousand for the years ended December 31, 2010 and 2009, respectively. There were no operating leases in nonaccrual status as of December 31, 2010 and 2009.PROCEDURES

DirectEvaluation financingof leases:disclosure controls and procedures

~~Investment~~The inPartnership’s ~~direct~~General ~~financing~~Partner’s ~~leases~~President ~~consists~~and ofChief ~~various~~Executive ~~transportation~~Officer, and ~~ground~~Executive ~~support~~Vice ~~equipment.~~President ~~The~~and ~~following~~Chief ~~lists~~Financial Officer and Chief Operating Officer (“Management”), evaluated the ~~components~~effectiveness of the Partnership’s ~~investment~~disclosure controls and procedures (as defined in ~~direct~~Exchange ~~financing~~Act ~~leases~~Rule 13a-15(e)) as of ~~December~~the 31end of the period covered by this report. Based on the evaluation of the Partnership’s disclosure controls and procedures, ~~2010~~Management concluded that as of the end of the period covered by this report, the design and ~~2009~~operation ~~(in~~of ~~thousands):~~these disclosure controls and procedures were effective.

	2010		2009
Total minimum lease payments receivable	$	-	$	69
Estimated residual values of leased equipment (unguaranteed)		20		20
Investment in direct financing leases		20		89
Less unearned income		-		(13	)
Net investment in direct financing leases	$	20	$	76

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.

ThereManagement’s wereAnnual noReport investmentson inInternal directControl financingover leases,Financial net in nonaccrual status as of December 31, 2010 and 2009.Reporting

AtThe Management of the General 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, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2010~~2011. The internal control process of the General Partner, as it is applicable to the ~~aggregate~~Partnership, ~~amounts~~was ofdesigned ~~future~~to ~~minimum~~provide ~~lease~~reasonable ~~payments~~assurance ~~under~~to ~~operating~~Management regarding the preparation and ~~direct~~fair ~~financing~~presentation ~~leases~~of ~~are~~published asfinancial ~~follows~~statements, ~~(in~~and ~~thousands)~~includes those policies and procedures that:

	Operating Leases		Direct Financing Leases		Total
Year ending December 31, 2011	$	1,068	$	-	$	1,068
2012		237		-		237
	$	1,305	$	-	$	1,305

(1)

Provide reasonable 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

23(2) Provide 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.

~~ATEL~~All ~~CASH~~internal ~~DISTRIBUTION~~control ~~FUND~~processes, VIno matter how well designed, Lhave inherent limitations.P 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.

~~NOTES~~Management TOof ~~FINANCIAL~~the ~~STATEMENTS~~General Partner assessed the effectiveness of its internal control over financial reporting, as it is applicable to the Partnership, as of December 31, 2011. In making this assessment, 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, 2011.

~~6. Related party transactions:~~22

~~The~~This ~~terms~~annual report does not include an attestation report of the Partnership’s ~~Agreement~~independent ~~provide~~registered ~~that~~public ~~AFS~~accounting ~~and/or~~firm ~~affiliates~~regarding ~~are~~internal ~~entitled~~control over financial reporting. Management’s report was not subject to ~~receive~~attestation ~~certain~~by ~~fees~~the ~~for~~Partnership’s ~~equipment~~independent ~~acquisition,~~registered ~~management~~public ~~and~~accounting ~~resale~~firm pursuant to Section 989G of the Dodd-Frank Wall Street Reform and ~~for~~Consumer ~~management~~Protection Act, which exempts non-accelerated filers from Section 404(b) of the ~~Partnership~~Sarbanes-Oxley Act of 2002.

TheChanges Partnership Agreement allows for the reimbursement of costs incurred by AFS in providinginternal 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. The Partnership would be liable for certain future costs to be incurred by AFS to manage the administrative services provided to the Partnership.control

~~Each~~There ofwere ~~ATEL~~no ~~Leasing~~changes ~~Corporation~~in ~~(“ALC”)~~the ~~and~~General ~~AFS~~Partner’s isinternal acontrol ~~wholly-owned~~over ~~subsidiary~~financial ofreporting, ~~ATEL~~as ~~Capital~~it ~~Group~~is ~~and~~applicable ~~performs~~to ~~services for~~ the Partnership., ~~Acquisition~~during ~~services,~~the ~~equipment~~quarter ~~management~~ended December 31, ~~lease~~2011 ~~administration~~that ~~and~~have ~~asset~~materially ~~disposition~~affected, ~~services~~or are ~~performed~~reasonably bylikely ~~ALC;~~to ~~investor~~materially ~~relations~~affect, ~~communications~~the ~~services~~General ~~and~~Partner’s ~~general~~internal ~~administrative~~control ~~services~~over ~~are~~financial ~~performed~~reporting, byas ~~AFS~~it is applicable to the Partnership.

Cost reimbursements to the General Partner are based on its costs incurred in performing administrative services for the Partnership. These costs 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.23

IncentivePART management fees are computed as 4% of distributions of cash from operations, as defined in the Partnership Agreement. Equipment management fees are computed as 3.5% 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.III

DuringItem the10. yearsDIRECTORS endedAND DecemberEXECUTIVE 31, 2010 and 2009, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Partnership Agreement as follows (in thousands):OFFICERS

	2010		2009
Cost reimbursements to General Partner and/or affiliates	$	308	$	635
Equipment and incentive management fees to General Partner		110		110
	$	418	$	745

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

7All of the outstanding capital stock of ATEL Financial Services, LLC (“AFS”) (the General Partner) is held by ATEL Capital Group (“ACG” or “ATEL”), a holding company formed to control AFS and affiliated companies. ~~Guarantees:~~ The outstanding voting capital stock of ACG is owned 100% by Dean L. Cash.

~~The~~Each ~~Partnership~~of ~~enters~~ATEL ~~into~~Leasing ~~contracts~~Corporation ~~that~~(“ALC”) ~~contain~~and AFS is a ~~variety~~subsidiary ofunder ~~indemnifications.~~the ~~The~~control ~~Partnership’s~~of ~~maximum~~ACG ~~exposure~~and ~~under~~performs ~~these~~services ~~arrangements~~for isthe ~~unknown~~Partnership. ~~However~~Acquisition services, ~~the~~equipment ~~Partnership~~management, ~~has~~lease ~~not~~administration ~~had~~and ~~prior~~asset ~~claims~~disposition orservices ~~losses~~are ~~pursuant~~performed toby ~~these~~ALC; ~~contracts~~investor ~~and~~relations, ~~expects~~communications ~~the~~services ~~risk~~and ofgeneral ~~loss~~administrative toservices beare ~~remote~~performed by AFS.

The ~~General~~officers ~~Partner~~and ~~knows~~directors of noACG ~~facts~~and orits ~~circumstances~~affiliates 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~~follows: 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.

8Dean L. ~~Partners’~~ ~~capital:~~Cash President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner) Paritosh K. Choksi Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner) Vasco H. Morais Executive Vice President, Secretary and General Counsel of ATEL Financial Services, LLC (General Partner)

AsDean L. Cash, age 61, became chairman, president and chief executive officer of ~~December~~ATEL 31in April 2001. Mr. Cash joined ATEL as director of marketing in 1980 and served as a vice president since 1981, ~~2010~~executive vice president since 1983 and ~~2009~~a director since 1984. Prior to joining ATEL, 12Mr. Cash was a senior marketing representative for Martin Marietta Corporation,~~478~~ data systems division,~~676~~ ~~Units~~from ~~were~~1979 ~~issued~~to ~~and~~1980. ~~outstanding~~From 1977 to 1979, ~~including~~he ~~the~~was 50employed ~~Units~~by ~~issued~~General toElectric Corporation, where he was an applications specialist in the ~~Initial~~medical ~~Limited~~systems ~~Partners,~~division asand ~~defined~~a marketing representative in the information services division. ~~The~~Mr. ~~Partnership~~Cash was ~~authorized~~a tosystems ~~issue~~engineer upwith Electronic Data Systems from 1975 to 121977,~~500,000~~ ~~Units,~~and was involved in ~~addition~~maintaining toand 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 50American ~~Units~~Arbitration ~~issued~~Association toand is qualified as a registered principal with the ~~Initial~~Financial ~~Limited~~Industry ~~Partners~~Regulatory Authority.

24Paritosh K. Choksi, age 58, 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 the executive management team which caused Phoenix’s portfolio to increase from $50 million in assets to over $2 billion. Mr. 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.

Vasco H. Morais, age 53, joined ATEL ~~CASH~~in ~~DISTRIBUTION~~1989 ~~FUND~~as VIgeneral counsel. Mr. Morais manages ATEL’s legal department, Lwhich provides legal and contractual support in the negotiating, documenting, drafting, reviewing and funding of lease transactions.P 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 BankAmeriLease Companies, Bank of America’s equipment leasing subsidiaries, providing in-house legal support on the documentation of 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 a 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 M.B.A. (Finance) degree from Golden Gate University in 1997. Mr. Morais, an active member of the State Bar of California since 1986, served as co-chair of the Uniform Business Law Section of the State Bar of California and was inducted as a fellow of the American College of Commercial Finance Lawyers in 2010.

~~NOTES TO FINANCIAL STATEMENTS~~24

8. Partners’Audit capital (continued):Committee

The ~~Partnership~~board ~~has~~of ~~the~~directors ~~right,~~of ~~exercisable at~~ the General Partner’s ~~discretion,~~acts ~~but~~as ~~not~~ the ~~obligation,~~audit tocommittee ~~repurchase Units~~ of athe ~~Unit holder who ceases to be a U~~Partnership.S. ~~Citizen,~~Dean ~~for a price equal to 100% of the holder’s capital account~~L. ~~The~~Cash ~~Partnership~~and isParitosh ~~otherwise permitted, but not required, to repurchase Units upon a holder’s request~~K. ~~The~~Choksi ~~repurchase~~are ofmembers ~~Fund units is made in accordance with Section 13~~ of the ~~Amended~~board ~~and Restated Agreement~~ of ~~Limited~~directors ~~Partnership. The repurchase would be at the discretion~~ of the General Partner onand 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~~financial ~~effective~~experts. ~~the~~They ~~last day of the preceding quarter, and~~ are not ~~deemed~~independent ~~to be outstanding during, or entitled to allocations~~ of ~~net income, net loss or distributions for~~ the ~~quarter in which such repurchase occurs~~Partnership.

AsSection defined16(a) inBeneficial theOwnership PartnershipReporting Agreement, the Partnership’s Net Profits, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS. The Partnership Agreement allows the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at zero. In accordance with the terms of the Partnership Agreement, additional allocations of income were made to AFS in 2010 and 2009. The amounts allocated were determined so as to bring AFS’s ending capital account balance to zero at the end of each year.Compliance

AsBased ~~defined~~solely inon a review of Forms 3, 4 and 5, the Partnership ~~Agreement,~~is ~~Available~~not ~~Cash~~aware ~~from~~of ~~Operations~~any ~~and~~failures ~~Cash~~to ~~from~~file ~~Sales~~reports ~~and~~of ~~Refinancing~~beneficial ~~are~~ownership required to be ~~distributed~~filed asduring ~~follows:~~or for the year ended December 31, 2011.

CashCode fromof OperationsEthics

~~Cash~~A ~~from~~Code ~~Operations~~of isEthics ~~distributed~~that ~~95%~~is applicable to the ~~Limited Partners~~Partnership, 1%including tothe ~~AFS~~Chief Executive Officer and 4%Chief toFinancial anOfficer ~~affiliate~~and Chief Operating Officer of its General Partner, AFS, or persons acting in such capacity on behalf of the Partnership, is included as anExhibit ~~Incentive~~14.1 ~~Management~~to ~~Fee~~this report.

CashItem from11. SalesEXECUTIVE and RefinancingCOMPENSATION

~~First,~~The ~~99%~~registrant tois ~~the~~a Limited ~~Partners~~Partnership and ~~1% to AFS until each Limited Partner has received Aggregate Distributions in an amount equal to their Original Invested Capital~~, ~~as defined~~therefore, ~~plus~~has ano ~~10%~~officers ~~per~~or ~~annum~~directors. ~~cumulative (compounded daily) return on their Adjusted Invested Capital; and~~

~~Thereafter,~~Set ~~95%~~forth tohereinafter is a description of the ~~Limited~~nature ~~Partners,~~of 1%remuneration paid and to be paid to AFS and 4%its toAffiliates. anThe ~~affiliate~~amount of ~~AFS~~such asremuneration anpaid ~~Incentive~~for ~~Management~~the ~~Fee~~years ended December 31, 2011 and 2010 is set forth in Item 8 of this report under the caption “Financial Statements and Supplementary Data — Notes to Financial Statements — Related party transactions,” at Note 5 thereof, which information is hereby incorporated by reference.

~~Distributions~~Through toDecember ~~the~~31, ~~Limited~~1996, ~~Partners~~$11.9 ~~for~~million of commissions (the ~~years~~maximum ~~ended~~allowable) ~~December~~had 31been paid to AFS or its affiliates. Of that amount, ~~2010~~$10.2 ~~and~~million ~~2009~~was ~~were~~re-allowed asto ~~follows~~other ~~(in~~broker/dealers. ~~thousands~~None ~~except~~have ~~Units~~been ~~and~~paid ~~per~~since ~~Unit~~1996, ~~data):~~nor will any additional amounts be paid in future periods.

	2010		2009
Distributions	$	1,872	$	1,248
Weighted average number of Units outstanding		12,478,676		12,478,676
Weighted average distributions per Unit	$	0.15	$	0.10

Acquisition Fees

9Acquisition fees were paid to AFS for services rendered in finding, reviewing and evaluating equipment to be purchased by the Partnership and rejecting equipment not to be purchased by the Partnership. ~~Fair~~ ~~value~~The ~~measurements:~~total amount of acquisition fees paid to AFS or their affiliates was not to exceed 3% of the aggregate purchase price of equipment acquired with the net proceeds of the offering and was not to exceed 4.5% of the Gross Proceeds of the Offering.

~~Fair~~Through ~~value~~December ~~measurements~~31, ~~and~~1996, ~~disclosures~~$5.6 ~~are~~million ~~based~~of onsuch afees ~~fair~~(the ~~value~~maximum ~~hierarchy~~allowable asamount) ~~determined~~had bybeen ~~significant~~paid ~~inputs used~~ to ~~measure~~AFS ~~fair~~or ~~value~~its affiliates. ~~The~~No ~~three~~such ~~levels~~fees ofhave ~~inputs~~been ~~within~~paid ~~the~~subsequent ~~fair~~to ~~value~~that ~~hierarchy~~date. ~~are defined as follows:~~

Level 1Equipment –Management Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, generally on a national exchange.Fees

25As 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) 3.5% of the gross lease revenues from “operating” leases, as defined, and (ii) 2% of gross lease revenues from “full payout” leases, as defined, which contain net lease provisions. See Note 5 to the Financial Statements included at Part II, Item 8, Financial Statements and Supplementary Data, of this report for amounts paid.

ATELIncentive CASHManagement DISTRIBUTION FUND VI, L.P.Fees

~~NOTES~~As TOcompensation ~~FINANCIAL~~for ~~STATEMENTS~~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 Incentive management fee which shall be payable for each fiscal quarter and shall be an amount equal to 1% of cash distributions from operations, sales or refinancing and 3.25% (4% prior to July 1, 1995) of cash distributions from operations to an affiliate of AFS until such time as the Limited Partners have received aggregate distributions of cash

~~9. Fair value measurements (continued):~~25

~~Level 2~~from –operations ~~Quoted~~in ~~prices~~an ~~for~~amount ~~similar~~equal ~~instruments~~to their original invested capital plus a 10% per annum return on their average adjusted invested capital (as defined in ~~active~~the ~~markets~~Partnership Agreement). Thereafter, ~~quoted~~the ~~prices~~incentive ~~for~~management ~~identical~~fee paid to the affiliate of AFS shall be 4% of all distributions of cash from operations, sales or ~~similar~~refinancing. ~~instruments~~See inNote ~~markets~~5 ~~that~~to ~~are~~the ~~not~~Financial ~~active~~Statements included at Part II, ~~and~~Item ~~model-based~~8, ~~valuations~~Financial inStatements ~~which~~and ~~all~~Supplementary ~~significant~~Data, ~~inputs~~of ~~are~~this ~~observable~~report infor ~~the~~amounts ~~market~~paid.

Level 3Equipment –Resale Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Partnership's own estimates of assumptions that market participants would use in pricing the asset or liability.Fees

AtAs ~~December~~compensation 31for services rendered in connection with the sale of equipment, ~~2010~~AFS ~~and~~is ~~2009~~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 ~~had~~Agreement) noplus ~~assets~~10% orof ~~liabilities~~their ~~that~~adjusted ~~require~~invested ~~measurement~~capital atper ~~fair~~annum ~~value~~calculated on a ~~recurring~~cumulative orbasis, ~~non-recurring~~compounded ~~basis~~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.

TheEquipment followingRe-lease 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.Fee

~~The~~As ~~Partnership~~compensation ~~has~~for ~~determined~~providing re-leasing services, AFS is entitled to receive fees equal to 2% of the ~~estimated~~gross ~~fair~~rentals ~~value~~or ~~amounts~~the bycomparable ~~using~~competitive ~~market~~rate ~~information~~for ~~and~~such ~~valuation~~services ~~methodologies~~relating ~~that~~to itcomparable ~~considers~~equipment, ~~appropriate~~whichever ~~and~~is ~~consistent~~less, ~~with~~derived from the ~~fair~~re-lease ~~value~~provided ~~accounting~~that ~~guidance.~~(i) ~~Considerable~~AFS ~~judgment~~or istheir ~~required~~affiliates tohave ~~interpret~~and ~~market~~will ~~data~~maintain toadequate ~~develop~~staff ~~the~~to ~~estimates~~render ofsuch ~~fair~~services ~~value.~~to ~~Accordingly~~the Partnership, ~~the~~(ii) ~~estimates~~no ~~presented~~such ~~herein~~re-lease ~~are~~fee ~~not~~is ~~necessarily~~payable ~~indicative~~in ofconnection with the ~~amounts~~re-lease ~~the~~of ~~Partnership~~equipment ~~could~~to ~~realize~~a previous lessee or ~~has~~its ~~realized~~affiliates, in(iii) aAFS ~~current~~or ~~market~~its ~~exchange.~~affiliates ~~The~~have ~~use~~rendered ofsubstantial ~~different~~re-leasing ~~market~~services ~~assumptions~~in connection with such re-lease and/ (iv) AFS or ~~estimation~~its ~~methodologies~~affiliates ~~may~~are ~~have~~compensated afor rendering ~~material~~equipment ~~effect~~management onservices. ~~the~~To ~~estimated~~date, ~~fair~~none ~~value~~have ~~amounts~~been accrued or paid.

AtGeneral December 31, 2010 and 2009, the only financial instrument reflected on the PartnershipPartner’s financialInterest statementsin isOperating its cash and cash equivalents. Such cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.Proceeds

26As defined in the Partnership Agreement, the Partnership’s Net income, Net losses, Distributions and investment tax credits are allocated 99% to the Limited Partners and 1% to AFS. See the statements of income included in Part II, Item 8, Financial Statements and Supplementary Data, of this report for the amounts allocated to the General and Limited Partners in 2011 and 2010.

Item 912. CHANGESSECURITY INOWNERSHIP ANDOF DISAGREEMENTSCERTAIN WITHBENEFICIAL ACCOUNTANTSOWNERS ON ACCOUNTING AND FINANCIAL DISCLOSURESMANAGEMENT

None.Security Ownership of Certain Beneficial Owners

~~Item~~At ~~9A. CONTROLS~~December ~~AND~~31, ~~PROCEDURES~~2011, no investor is known to hold beneficially more than 5% of the issued and outstanding Units.

EvaluationSecurity Ownership of disclosure controls and proceduresManagement

The ~~Partnership’s~~parent ~~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~~AFS ~~Partnership’s~~is ~~disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of~~ the ~~end~~beneficial ofowner ~~the period covered by this report. Based on the evaluation~~ of ~~the~~Limited Partnership’s ~~disclosure~~Units ~~controls and procedures, Management concluded that~~ as offollows: ~~the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.~~

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.


(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%

Management’sChanges Annualin Report on Internal Control over Financial Reporting

The ~~Management~~Limited ofPartners ~~the~~have ~~General 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~~right, ~~and~~by ~~for~~vote ~~performing an assessment~~ of the ~~effectiveness~~Limited ofPartners ~~internal~~owning ~~control~~more ~~over~~than ~~financial~~50% ~~reporting as~~ of ~~December 31, 2010. The internal control process of~~ the ~~General~~outstanding ~~Partner,~~limited ~~as it is applicable to the~~ Partnership units, ~~was designed~~ to ~~provide~~remove ~~reasonable~~a ~~assurance~~General toPartner. ~~Management regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:~~

~~(1)~~AFS ~~Provide~~may ~~reasonable~~at ~~assurance~~any ~~that~~time ~~transactions~~call ~~are~~a ~~recorded~~meeting asof ~~necessary~~the toLimited ~~permit~~Partners ~~preparation~~or a vote of ~~financial~~the ~~statements~~Limited inPartners ~~accordance~~without ~~with~~a ~~generally~~meeting, ~~accepted~~on ~~accounting~~matters ~~principles~~on inwhich ~~the~~they ~~United~~are ~~States~~entitled to vote, and ~~that~~shall ~~the~~call ~~Partnership’s~~such ~~receipts~~meeting ~~and~~or ~~expenditures~~for ~~are~~vote ~~being~~without ~~made~~a ~~only~~meeting infollowing ~~accordance~~receipt ~~with~~of ~~authorization~~a written request therefore of ~~the~~Limited ~~Management~~Partners holding 10% or more of the ~~General~~total ~~Partner;~~outstanding ~~and~~Limited Partnership units.

(2) Provide 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.26

~~Management~~The ofresponses ~~the~~to ~~General~~Item ~~Partner~~1 ~~assessed the effectiveness~~ of ~~its~~this ~~internal~~report ~~control~~under ~~over financial reporting, as it is applicable to~~ the ~~Partnership,~~caption as“Equipment ofLeasing ~~December 31~~Activities,” ~~2010.~~Item In8 ~~making~~of this ~~assessment,~~report itunder ~~used~~ the ~~criteria~~caption ~~set~~“Financial ~~forth~~Statements inand ~~Internal~~Supplementary ~~Control~~Data — Notes –to ~~Integrated~~Financial ~~Framework~~Statements — Related ~~issued~~party bytransactions” ~~the~~at ~~Committee~~Note of5 ~~Sponsoring~~thereof, ~~Organizations~~and ofItem ~~the~~11 ~~Treadway Commission (COSO). Based on its assessment, Management~~ of ~~the~~this ~~General~~report ~~Partner~~under ~~concluded that~~ the ~~General~~caption ~~Partner’s~~“Executive ~~internal control over financial reporting~~Compensation,” asare ithereby isincorporated ~~applicable~~by ~~to the Partnership, was effective as of December 31, 2010~~reference.

27Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~This~~During ~~annual report does not include an attestation report of~~ the ~~Partnership’s~~most ~~independent~~recent ~~registered~~two ~~public~~years, ~~accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by~~ the Partnership’s ~~independent~~incurred ~~registered~~audit ~~public~~fees ~~accounting~~with ~~firm~~its ~~pursuant~~principal toauditors ~~Section~~as ~~989G~~follows ~~of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which exempts non-accelerated filers from Section 404~~(bin thousands): ~~of the Sarbanes-Oxley Act of 2002.~~

Changes in internal control


	2011		2010
Audit fees	$	21	$	32
Other		—		1
	$	21	$	33

~~There~~Audit ~~were~~fees noconsist ~~changes~~of in the ~~General~~aggregate ~~Partner’s~~fees ~~internal~~and ~~control~~expenses ~~over~~billed ~~financial~~in ~~reporting,~~connection aswith itthe isaudit ~~applicable~~of to the Partnership,’s ~~during~~annual ~~the~~financial ~~quarter~~statements ~~ended~~and ~~December~~review ~~31,~~of ~~2010~~the ~~that~~financial ~~have~~statements ~~materially~~included ~~affected,~~in ~~or are reasonably likely to materially affect,~~ the ~~General Partner~~Partnership’s ~~internal~~quarterly ~~control~~reports ~~over~~on ~~financial~~Form ~~reporting, as it is applicable to the Partnership~~10-Q.

28Other fees represent costs incurred in connection with various Agreed-Upon Procedures engagements.

~~PART~~The ~~III~~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.

~~Item 10. DIRECTORS AND EXECUTIVE OFFICERS~~27

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

AllItem of the outstanding capital stock of ATEL Financial Services, LLC (“AFS”) (the General Partner) is held by ATEL Capital Group (“ACG”), a holding company formed to control ATEL and affiliated companies15. TheEXHIBITS outstandingAND votingFINANCIAL capitalSTATEMENT stock of ACG is owned 100% by Dean L. Cash.SCHEDULES

~~Each of ATEL Leasing Corporation~~ (~~“ALC”~~a) ~~and~~Financial ~~AFS~~Statements ~~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.Schedules

~~The~~1. ~~officers~~Financial ~~and directors of ACG and its affiliates are as follows:~~Statements

~~Dean~~Included L.in ~~Cash~~Part ~~President~~II ~~and Chief Executive Officer~~ of ~~ATEL~~this ~~Financial~~report: Services, LLC (General Partner) Paritosh K. Choksi Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner) Vasco H. Morais Executive Vice President, Secretary and General Counsel of ATEL Financial Services, LLC (General Partner)

Dean L. Cash, age 60, joined ATEL as director of marketing in 1980 and has been a vice president since 1981, executive vice president since 1983 and a director since 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.


Report of Independent Registered Public Accounting Firm			9
Balance Sheets at December 31, 2011 and 2010			10
Statements of Income for the years ended December 31, 2011 and 2010			11
Statements of Changes in Partners’ Capital for the years ended December 31, 2011 and 2010			12
Statements of Cash Flows for the years ended December 31, 2011 and 2010			13
Notes to Financial Statements			14

Paritosh K. Choksi, age 57, 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 the executive management team which caused Phoenix’s portfolio to increase from $50 million in assets to over $2 ~~billion~~. ~~Mr.~~Financial ~~Choksi~~Statement ~~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.~~Schedules

~~Vasco~~All H.schedules ~~Morais,~~for ~~age~~which ~~52,~~provision ~~joined~~is ~~ATEL~~made in ~~1989 as general counsel to provide legal support in~~ the ~~drafting~~applicable ~~and~~accounting ~~reviewing~~regulations of ~~lease documentation, advising on general corporate law matters, and assisting on securities law issues. From 1986 to 1989, Mr. Morais was employed by~~ the ~~BankAmeriLease~~Securities ~~Companies, Bank of America’s equipment leasing subsidiaries, providing in-house legal support on the documentation of tax-oriented~~ and ~~non-tax~~Exchange ~~oriented~~Commission ~~direct~~are ~~and~~not ~~leveraged~~required ~~lease~~under ~~transactions, vendor leasing programs and general corporate matters. Prior to~~ the ~~BankAmeriLease~~related ~~Companies,~~instructions ~~Mr.~~or ~~Morais~~are ~~was~~inapplicable ~~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 a B.A. degree in 1982 from the University of California in Berkeley~~therefore, ahave ~~J.D. degree in 1986 from Golden Gate University Law School and an M.B.A. (Finance) in 1997 from Golden Gate University. Mr. Morais has~~ been ~~an active member of the State Bar of California since 1986~~omitted.

29(b) Exhibits

~~Audit~~(3) ~~Committee~~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, 1994 (File No. 33-81952), is hereby incorporated herein by reference

~~The board of directors of the General Partner acts as the audit committee of the Partnership~~(14.1) Code ~~Dean L. Cash and Paritosh K. Choksi are members~~ of ~~the~~Ethics ~~board of directors of the General Partner and are deemed to be financial experts. They are not independent of the Partnership.~~

~~Section 16~~(a31.1) Certification ~~Beneficial~~of ~~Ownership~~Dean ~~Reporting~~L. ~~Compliance~~Cash pursuant to Rules 13a-14(a)/15d-14(a)

~~Based~~(31.2) Certification ~~solely on a review~~ of ~~Forms~~Paritosh 3,K. 4Choksi ~~and~~pursuant ~~5, the Partnership is not aware of any failures~~ to ~~file~~Rules ~~reports~~13a-14(a)/15d-14(a) ~~of beneficial ownership required to be filed during or for the year ended December 31, 2010.~~

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

A(32.2) Certification ~~Code~~ of ~~Ethics~~Paritosh ~~that~~K. isChoksi ~~applicable~~pursuant to ~~the~~18 Partnership, including the Chief Executive Officer and Chief Financial Officer and Chief Operating Officer of its General Partner, AFS, or persons acting in such capacity on behalf of the Partnership, is included as Exhibit 14U.1S.C. tosection ~~this~~1350 ~~report.~~

~~Item 11. EXECUTIVE COMPENSATION~~28

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

~~Set~~Pursuant ~~forth~~to ~~hereinafter is a description of~~ the ~~nature~~requirements of ~~remuneration~~Section ~~paid~~13 ~~and~~or to15(d) beof ~~paid~~the toSecurities ~~AFS~~Exchange ~~and~~Act ~~its Affiliates. The amount~~ of ~~such~~1934, ~~remuneration paid for~~ the ~~years~~registrant ~~ended~~has ~~December~~duly ~~31,~~caused ~~2010 and 2009 is set forth in Item 8 of~~ this report ~~under the caption “Financial Statements and Supplementary Data - Notes~~ to ~~Financial~~be ~~Statements~~signed -on ~~Related~~its ~~party~~behalf ~~transactions,”~~by atthe ~~Note 6 thereof~~undersigned, ~~which~~thereunto ~~information~~duly ~~is hereby incorporated by reference~~authorized.

~~Through~~Date: ~~December~~March 3115, ~~1996,~~2012 $11.9 million of commissions (the maximum allowable) had been paid to AFS or its affiliates. Of that amount, $10.2 million was re-allowed to other broker/dealers. None have been paid since 1996, nor will any additional amounts be paid in future periods.

~~Acquisition~~ATEL ~~Fees~~Cash Distribution Fund VI, L.P. (Registrant)

~~Acquisition~~By: ~~fees~~ATEL ~~were~~Financial ~~paid~~Services, ~~to AFS for services rendered in finding~~LLC, ~~reviewing~~General ~~and~~Partner ~~evaluating equipment to be purchased by the Partnership and rejecting equipment not to be purchased by the Partnership. The total amount~~ of acquisition fees paid to AFS or their affiliates was not to exceed 3% of the aggregate purchase price of equipment acquired with the net proceeds of the offering and was not to exceed 4.5% of the Gross Proceeds of the Offering.Registrant

~~Through~~By:/s/ ~~December 31~~Dean L. CashDean L. Cash, ~~1996~~President and Chief Executive Officer of ATEL Financial Services, $5LLC (General Partner) By:/s/ Paritosh K.6 ~~million~~ChoksiParitosh K. Choksi, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ~~such~~ATEL ~~fees~~Financial ~~(the~~Services, ~~maximum~~LLC ~~allowable~~(General ~~amount~~Partner) ~~had~~By:/s/ ~~been~~Samuel ~~paid~~SchusslerSamuel toSchussler, ~~AFS~~Vice orPresident ~~its~~and ~~affiliates.~~Chief NoAccounting ~~such~~Officer ~~fees~~of ~~have~~ATEL ~~been~~Financial ~~paid~~Services, ~~subsequent~~LLC to(General ~~that date.~~Partner)

~~Equipment~~Pursuant ~~Management~~to ~~Fees~~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.

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) 3.5% of the gross lease revenues from “operating” leases, as defined, and (ii) 2% of gross lease revenues from “full payout” leases, as defined, which contain net lease provisions. See Note 6 to the Financial Statements included at Part II, Item 8, Financial Statements and Supplementary Data, of this report for amounts paid.


SIGNATURE	CAPACITIES	DATE
/s/ Dean L. Cash Dean L. Cash	President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)	March 15, 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 15, 2012
/s/ Samuel Schussler Samuel Schussler	Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)	March 15, 2012

30No 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.

~~Incentive Management Fees~~29

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 Incentive management fee which shall be payable for each fiscal quarter and shall be an amount equal to 1% of cash distributions from operations, sales or refinancing and 3.25% (4% prior to July 1, 1995) of cash distributions from operations to an affiliate of AFS 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 paid to the affiliate of AFS shall be 4% of all distributions of cash from operations, sales or refinancing. See Note 6 to the Financial Statements included at Part II, 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, none have been accrued or paid.

General Partner’s Interest in Operating Proceeds

As defined in the Partnership Agreement, the Partnership’s Net income, Net losses Distributions and investment tax credits are allocated 99% to the Limited Partners and 1% to AFS. See the statements of income included in Part II, Item 8, Financial Statements and Supplementary Data, of this report for the amounts allocated to the General and Limited Partners in 2010 and 2009.

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)
	Name and Address of	Amount and Nature of	Percent
Title of Class	Beneficial Owner	Beneficial Ownership	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	$	32	$	37
Other		1		1
	$	33	$	38

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.

Other fees represent costs incurred in connection with various Agreed-Upon Procedures engagements.

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 Income 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, 1994 (File No. 33-81952), 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 VI, 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
Dean L. Cash	ATEL Financial Services, LLC (General Partner)	March 22, 2011
/s/ Paritosh K. Choksi	Executive Vice President and Chief Financial Officer and Chief
Paritosh K. Choksi	Operating Officer of ATEL Financial Services, LLC (General Partner)	March 22, 2011
/s/ Samuel Schussler	Vice President and Chief Accounting Officer of ATEL Financial
Samuel Schussler	Services, LLC (General Partner)	March 22, 2011

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

Washington, D.C. 20549

Form 10-K

For the year ended December 31, 20102011

For the transition period from to

Commission File number 000-28368

ATEL Cash Distribution Fund VI, L.P.

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

DOCUMENTS INCORPORATED BY REFERENCE

PART I

Item 1. BUSINESS

General Development of Business

Narrative Description of Business

TheEquipment PartnershipLeasing 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.Activities

Item 23. PROPERTIES LEGAL PROCEEDINGS

Item 34. LEGAL PROCEEDINGS[REMOVED AND RESERVED]

ItemPART 4. [RESERVED]II

PARTMarket IIInformation

Market InformationHolders

HoldersERISA Valuation

AFSItem has6. soleSELECTED discretionFINANCIAL in determining the amount of distributions; provided, however, that AFS will not reinvest in equipment, but will distribute, subject to payment of any obligations of the Partnership.DATA

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOverview

2010 versus 2009Revenues

The2011 followingversus table sets forth summary cash flow data (in thousands):2010

InvestingCommitments Activitiesand Contingencies and Off-Balance Sheet Transactions

CommitmentsUse andof Contingenciesestimates:

Off-BalanceEquipment Sheeton Transactionsoperating leases and related revenue recognition:

11ATEL CASH DISTRIBUTION FUND VI, L.P. BALANCE SHEETS DECEMBER 31, 2011 AND 2010(In Thousands)

SanATEL FranciscoCASH DISTRIBUTION FUND VI, CaliforniaL.P. STATEMENT OF CHANGES IN PARTNERS’ CAPITAL FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010(In Thousands Except for Units and Per Unit Data)

BALANCEATEL SHEETSCASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010(In Thousands)

SeeATEL accompanyingCASH notesDISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS

131. Organization and Limited Partnership matters:

See2. accompanyingSummary notes.of significant accounting policies:

14Basis of presentation:

Use of estimates:

ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS

STATEMENTS2. OFSummary CASHof FLOWSsignificant accounting policies: - (continued)

FORCash THEand YEARScash ENDED DECEMBER 31, 2010 AND 2009equivalents:

Credit risk:

16Accounts receivable:

NOTESEquipment TOon FINANCIALoperating STATEMENTSleases and related revenue recognition:

BasisATEL ofCASH presentation:DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS

ATELSegment CASH DISTRIBUTION FUND VI, L.P.reporting:

CashUnearned andoperating cashlease equivalentsincome:

Accounts2. receivableSummary of significant accounting policies: - (continued)

ATELPer CASHunit DISTRIBUTION FUND VI, L.P.data:

2. SummaryRecent of significant accounting policies (continued)pronouncements:

Segment3. reportingConcentration of credit risk and major customers:

24. Summary ofInvestments significantin accountingequipment policiesand (continued)leases, net:

IncomeATEL taxes:CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS

TheImpairment tax bases of theinvestments Partnership’s net assets and liabilities vary from the amounts presented in theseleases financial statements as of December 31, 2010 and 2009assets asheld followsfor (insale thousands)or lease:

Net investment in operating leases:

RecentNet accountinginvestment pronouncementsin direct financing leases:

TheATEL PartnershipCASH leasesDISTRIBUTION equipmentFUND toVI, 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

The Partnership is no longer acquiring equipment5. AsRelated assetsparty havetransactions: been- sold upon maturity of the related leases, concentrations have arisen in certain industries due to the decreasing number of remaining leases and assets.(continued)

During6. 2010 and 2009, certain lessees generated significant portions (defined as 10% or more) of the Partnership’s total lease revenues as followsGuarantees:

47. Provision forPartners’ credit lossescapital:

5. InvestmentsATEL inCASH equipmentDISTRIBUTION andFUND leasesVI, net:L.P. NOTES TO FINANCIAL STATEMENTS

The7. PartnershipPartners’s investmentscapital: in- equipment and leases consist of the following (in thousandscontinued):

ATELCash CASHfrom DISTRIBUTIONSales FUNDand VI, L.P.Refinancing

DirectEvaluation financingof leases:disclosure controls and procedures

ThereManagement’s wereAnnual noReport investmentson inInternal directControl financingover leases,Financial net in nonaccrual status as of December 31, 2010 and 2009.Reporting

DuringItem the10. yearsDIRECTORS endedAND DecemberEXECUTIVE 31, 2010 and 2009, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Partnership Agreement as follows (in thousands):OFFICERS

8. Partners’Audit capital (continued):Committee

CashCode fromof OperationsEthics

CashItem from11. SalesEXECUTIVE and RefinancingCOMPENSATION

Acquisition Fees

ATELIncentive CASHManagement DISTRIBUTION FUND VI, L.P.Fees

Level 3Equipment –Resale Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Partnership's own estimates of assumptions that market participants would use in pricing the asset or liability.Fees

Item 912. CHANGESSECURITY INOWNERSHIP ANDOF DISAGREEMENTSCERTAIN WITHBENEFICIAL ACCOUNTANTSOWNERS ON ACCOUNTING AND FINANCIAL DISCLOSURESMANAGEMENT

None.Security Ownership of Certain Beneficial Owners

EvaluationSecurity Ownership of disclosure controls and proceduresManagement

Management’sChanges Annualin Report on Internal Control over Financial Reporting

27Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Filing Compare · ATEL CASH DISTRIBUTION FUND VI LP