1. Organization and partnership matters:

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

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

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

Pursuant to the Partnership Agreement, AFS receives compensation for services rendered and reimbursements for costs incurred on behalf of the Partnership (Note 4). The Partnership is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

As of September 30, 2012, the Partnership ceased operations and transferred its net assets (the “Trust Assets”) to a liquidating trust (the “Trust”). The Trust is governed and operated by all the terms and conditions of the Partnership Agreement. The Trust is irrevocable and was formed and will be operated for the sole purpose of liquidating the remaining Trust Assets, paying or otherwise satisfying any remaining or contingent liabilities of the Partnership, including payment of the administrative costs of the Trust, and distributing any remaining balance to the Trust Interest Holders (the former Unitholders of the Partnership in direct proportion to their respective former Unit holdings) upon termination of the Trust. In connection with the administration of the Trust Assets, the Trustee (AFS), as a fiduciary, shall have and may exercise the powers, authority and discretion, consistent with the powers of the General Partner under the Partnership Agreement. The Trustee shall make distributions to the Trust Interest Holders in the same manner, with the same allocations and priorities, as distributions would have been affected to Unitholders under the Partnership Agreement had the Trust Assets remained in the Partnership.

The Partnership assets and liabilities transferred to the Trust at September 30, 2012 were as follows (in thousands):


Cash				$	6,840
Non-cash assets and liabilities:
Accounts receivable	$	378
Investments in equipment and leases, net of accumulated depreciation of $12,896 at September 30, 2012		1,901
Accounts payable and accrued liabilities		(219	)
Accrued distribution to Limited Partners		(6,236	)
Net non-cash assets and liabilities transferred to Trust					(4,176	)
Net assets transferred to the Trust				$	2,664

These unaudited interim financial statements, to be filed with the Securities and Exchange Commission on Form 10-Q pursuant to mandatory quarterly reporting requirements, represent the Fund’s final public filing as the Partnership has terminated its operations and transferred its net assets to the Trust. Nonetheless, these unaudited financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

The Trust will continue to provide periodic financial statements to the Trust Interest Holders, as it finalizes the liquidation of Trust assets, settlement of accounts and makes liquidating distributions to Trust Interest Holders. The trust will prepare and have audited combined financial statements for the full year 2012 reflecting twelve months of combined Partnership and Trust operations.

On or about December 1, 2012, the offices of the Trust and the Trustee will be relocated to The Transamerica Pyramid, 600 Montgomery Street, 9th Floor, San Francisco, California 94111. The telephone number for the Trustee will be (415) 989-8800 at the new location.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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+ Details

ATEL CASH DISTRIBUTION FUND V L P 10-Q