UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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.

x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
	For the year ended December 31, 2010

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
	For the transition period from to

For the year ended December 31, 2009

¨ 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 000-23842

ATEL Cash Distribution Fund V, L.P.

(Exact name of registrant as specified in its charter)

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

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 ¨ No ¨

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

(Do not check if a smaller

reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ 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 28, ~~2010~~2011 was 12,471,600.

DOCUMENTS INCORPORATED BY REFERENCE

None.

PART I

Item 1. BUSINESS

General Development of Business

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

The Partnership conducted a public offering of 12,500,000 Limited Partnership Units (“Units”) at a price of $10 per Unit. On March 19, 1993, subscriptions for the minimum number of Units, 120,000, or $1.2 million, had been received. On that date, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). As of November 15, 1994, the Partnership had received and accepted subscriptions for 12,500,000, or $125 million in addition to the Initial Limited Partners’ Units and the offering was terminated. As of December 31, ~~2009~~2010, 12,471,600 Units were issued and outstanding.

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

Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (see Note 6 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, ~~2009~~2010, the Partnership remains in the liquidation phase of its life cycle as defined in the Partnership Agreement.

Narrative Description of Business

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

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

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

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

During ~~2009~~2010 and ~~2008~~2009, certain lessees generated significant portions (defined as 10% or more) of the Partnership’s total lease revenues as follows:

		Percentage of TotalLease Revenues
		Percentage of Total Lease Revenues
Lessee	Type of Equipment	~~2009~~2010			~~2008~~	2009
Union Pacific Railroad Company	Railcars	33	%34	%	29	%	33	%
Central States	Railcars	25	%26	%	22	%	25	%
Interstate Commodities	Railcars	14	%14	%	21	%	14	%
Union Carbide Corporation	Railcars	10	%10	%	*		10	%

* Less than 10%

These percentages are not expected to be comparable in future periods.

The 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 in the control of AFS or the Partnership), such as general economic conditions, including the effects of inflation or recession, and fluctuations in supply and demand for various types of equipment resulting from, among other things, technological and economic obsolescence.

The business of the Partnership is not seasonal.

The Partnership 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.

Equipment Leasing Activities

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, ~~2009~~2010 and the industries to which the assets were leased (dollars in thousands). :

Asset Types	Purchase ~~PriceExcludingAcquisition~~Price Excluding Acquisition Fees		~~Percentage ofTotalAcquisitions~~	Percentage of Total Acquisitions
Transportation, over-the-road tractors and trailers	$	34,793	18.55	%
Transportation	$	95,489			50.90	%
Furniture, fixtures and office equipment		24,145	12.87	%
Mining equipment		27,998			14.92	%
Transportation, other		18,455	9.84	%
Furniture, fixtures and office equipment		22,210			11.84	%
Mining equipment		15,986	8.52	%
Construction		15,335			8.17	%
Transportation, intermodal containers		15,485	8.25	%
Materials handling		13,829			7.37	%
Construction		15,335	8.17	%
Office automation		4,594			2.45	%
Materials handling		14,469	7.71	%
Other *		8,141			4.35	%
Railroad locomotives		12,350	6.58	%
	$	187,596			100.00	%
Earth moving		11,944	6.37	%
Transportation, rail cars		7,528	4.01	%
Printing		4,708	2.52	%
Other *		12,392	6.61	%
	$	187,590	100.00	%

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

Industry of Lessee	Purchase ~~PriceExcludingAcquisition~~Price Excluding Acquisition Fees		~~Percentage ofTotalAcquisitions~~	Percentage of Total Acquisitions
Transportation, rail	$	46,~~265~~271	~~24.66~~	%	24.67	%
Mining		29,823	~~15.90~~	%	15.90	%
Oil & gas		21,302	~~11.36~~	%	11.36	%
Retail, foods		11,216	~~5.98~~	%	5.98	%
Food processing		9,829	~~5.24~~	%	5.24	%
Construction		9,411	~~5.02~~	%	5.02	%
Chemicals		9,075	~~4.84~~	%	4.84	%
Retail, restaurant		8,528	~~4.55~~	%	4.55	%
Transportation, other		8,311	~~4.43~~	%	4.43	%
Primary metals		7,526	~~4.01~~	%	4.01	%
Manufacturing, other		6,816	~~3.63~~	%	3.63	%
Manufacturing, auto/truck		6,690	~~3.57~~	%	3.57	%
Printing		4,708	~~2.51~~	%	2.51	%
Other *		8,090	~~4.30~~	%	4.29	%
	$	187,~~590~~596	~~100.00~~	%	100.00	%

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

Through December 31, ~~2009~~2010, the Partnership had disposed of certain leased assets as set forth below (in thousands):

Asset Types	~~OriginalEquipment~~Original ~~CostExcludingAcquisition~~Equipment Cost Excluding Acquisition Fees		~~Sales Price~~	Sales Price		Excess ofRents OverExpenses*		Excess of Rents Over Expenses*
Transportation	$	71,~~217~~635	$	~~35,159~~$	35,408	$	~~61,310~~	$	62,369
Mining equipment		27,998		~~7,797~~	7,797		~~26,376~~		26,376
Furniture, fixtures and office equipment		22,210		~~8,315~~	8,315		~~18,925~~		18,925
Materials handling		13,732		2,842			14,986
Construction		15,335			4,035				16,773
Office automation		4,594		970			4,814
Materials handling		13,829			2,878				15,158
Other		23,075		7,613			26,022
Office automation		4,594			970				4,814
	$	162,826	$	62,696		$	152,433
Other		7,741			3,578				9,249
	$	163,342		$	62,981			$	153,664

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

For further information regarding the Partnership’s equipment lease portfolio as of December 31, ~~2009~~2010, see Note 5 to the financial statements, Investments in equipment and leases, net, 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 Data.

Item 2. PROPERTIES

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

Item 3. LEGAL PROCEEDINGS

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.

Item 4. [RESERVED]

PART II

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

Market Information

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

Holders

As of December 31, ~~2009~~2010, a total of 6,~~756~~592 investors were Unitholders of record in the Partnership.

ERISA Valuation

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, ~~2009~~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, ~~2009~~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.

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, ~~2009~~2010, the value of the Partnership’s assets, calculated on this basis, was approximately $0.5344 per Unit. The foregoing valuation was performed solely for the ERISA purposes described above. There is no market for the Units, and, accordingly, this value does not represent an estimate of the amount a Unitholder would receive if he were to seek to sell his Units. Furthermore, there can be no assurance as to the amount the Partnership may actually receive if and when it seeks to liquidate its assets or the amount of lease payments and equipment disposition proceeds it will actually receive over the remaining term of the Partnership.

Distributions

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

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, such available cash from operations and cash from sales refinancing as may be necessary to cause total distributions to the Limited Partners for each year during the Reinvestment Period to equal the following amounts per Unit: $1.~~05 in 1995 and 1996, $1.10 in 1997 and 1998; and $1.20 in 1999 and 2000. The Reinvestment Period ended December 31, 2000.~~

Distributions were paid in December ~~2009, December~~2010 ~~2008~~ and ~~January~~December ~~2008~~2009 from cash generated from ~~2009,~~2010 ~~2008~~ and ~~2007~~2009 operations, respectively. The rates were $0.~~05,~~10 ~~$0.08~~ and $0.05 per Unit for each of the respective aforementioned ~~period~~periods. The rates and frequency of periodic distributions paid by the Fund during its liquidation phase are solely at the discretion of the General Partner.

Item 6. SELECTED FINANCIAL DATA

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

Item 7.

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

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

Overview

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

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 1994. During early 1995, 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.

The Partnership may continue until December 31, 2013. However, 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 2000.

As of December 31, ~~2009~~2010, the Partnership remains in its liquidation phase. Accordingly, assets that mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets decrease. The Partnership continues to generally make distributions on an annual basis or at the discretion of the General Partner.

Results of Operations

~~Cost~~As ~~reimbursements~~of toDecember ~~the~~31, ~~General~~2010 ~~Partner~~and ~~are~~2009, ~~based~~approximately on98% ~~its~~of ~~costs incurred in performing administrative services for~~ the Partnership.’s ~~These~~operating ~~costs~~lease ~~are~~assets ~~allocated~~(as toa ~~each~~percentage ~~managed~~of ~~entity~~total ~~based~~equipment oncost), ~~certain criteria such as total assets~~respectively, ~~number~~were ~~of investors~~leased orto ~~contributed~~lessees ~~capital~~in ~~based upon~~ the ~~type~~rail oftransportation ~~cost incurred~~industry.

As ofpreviously ~~December 31~~indicated, ~~2009~~certain ~~and~~lessees ~~2008,~~generated ~~approximately~~significant ~~98%~~portions ~~and~~(defined 97as 10% or more) of the Partnership’s ~~operating~~total lease ~~assets~~revenues ~~(as~~during a2010 ~~percentage~~and of2009 ~~total~~as ~~equipment cost), respectively, were leased to lessees in the rail transportation industry.~~ follows:

As previously indicated, certain lessees generated significant portions (defined as 10% or more) of the Partnership’s total lease revenues during 2009 and 2008 as follows:

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

		Percentage of TotalLease Revenues
Lessee	Type of Equipment	2009		2008
Union Pacific Railroad Company	Railcars	33	%	29	%
Central States	Railcars	25	%	22	%
Interstate Commodities	Railcars	14	%	21	%
Union Carbide Corporation	Railcars	10	%	*

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

* Less than 10%

~~These~~It ~~percentages~~has ~~are~~been ~~not~~the ~~expected~~Partnership’s objective to bemaintain ~~comparable~~a 100% utilization rate for all equipment purchased in ~~future~~any ~~periods~~given ~~due~~year. All equipment transactions were acquired subject to ~~anticipated~~binding ~~changes~~lease incommitments, so equipment utilization remained high throughout the ~~mix~~ reinvestment stage. Initial lease terms of ~~investments~~these leases were generally from 36 to 84 months, and/ as they expired, the Partnership attempted to re-lease or ~~lessees~~sell the equipment; as asuch, ~~result~~utilization ofrates may tend to decrease during the liquidation stage ~~activities~~of the Partnership. All of the Partnership’s equipment on lease was acquired in the years 1993 through 2004. The utilization percentage of existing assets under lease was 100% and 97% when calculated at December 31, 2010 and 2009, respectively.

ItCost ~~has~~reimbursements ~~been~~to the ~~Partnership’s~~General ~~objective~~Partner toare ~~maintain~~based aon ~~100% utilization~~its ~~rate~~costs ~~for~~incurred ~~all equipment purchased~~ in ~~any~~performing ~~given~~administrative ~~year.~~services ~~All~~for ~~equipment transactions were acquired subject to binding lease commitments, so equipment utilization remained high throughout~~ the ~~reinvestment stage~~Partnership. ~~Initial~~These ~~lease~~costs ~~terms~~are ofallocated ~~these leases~~to ~~were~~each ~~generally~~managed ~~from~~entity 36based toon 84certain ~~months,~~criteria ~~and~~such as ~~they~~total ~~expired~~assets, ~~the~~number ~~Partnership~~of ~~attempted~~investors ~~to re-lease~~ or ~~sell~~contributed ~~the~~capital ~~equipment;~~based asupon ~~such, utilization rates may tend to decrease during~~ the ~~liquidation~~type ~~stage~~ of ~~the~~cost ~~Partnership~~incurred. All of the Partnership’s equipment on lease was acquired in the years 1993 through 2004. The utilization percentage of existing assets under lease was 97% when calculated at December 31, 2009 and 2008, respectively.

~~2009~~2010 versus ~~2008~~ 2009

The Partnership had a net ~~loss~~ income of $~~188~~601 thousand for ~~2009~~2010 compared to a net ~~income~~loss of $72188 thousand for ~~2008~~2009. The ~~2009~~2010 results primarily reflect a ~~decrease~~decline in total ~~revenues~~operating ~~offset,~~expenses inand ~~part,~~an byincrease ~~a decline~~ in total ~~operating~~revenues ~~expenses~~ when compared to the prior year.

Revenues

Total revenues for ~~2009~~2010 ~~decreased~~ increased by $~~538~~113 thousand, or 174%, as compared to the prior year. The ~~decline~~increase was mostly comprised of a $~~413~~181 thousand ~~reduction~~increase in ~~revenues~~gain ~~from~~on ~~operating~~sales ~~leases,~~of anlease ~~$80~~assets ~~thousand decline in other revenue,~~ and ~~decreases~~a of $2870 thousand ~~and~~reduction ~~$17 thousand~~ in ~~gain~~operating ~~on sales~~lease ~~of assets and interest income, respectively~~revenues.

The ~~decrease~~increase in ~~operating~~gains ~~lease~~on ~~revenue~~sales ~~was attributable to run-off and dispositions~~ of lease assets. ~~Other~~was ~~revenue~~largely ~~declined~~a asresult ~~the~~of ~~2008~~increased ~~amount~~volume ~~included revenues attributable to the resolution~~ of ~~items~~railcars ~~held~~sold induring ~~suspense~~2010. ~~and~~A ~~the~~total ~~reversal~~ of a20 ~~$28~~railcars ~~thousand~~were ~~prior~~sold ~~period~~during ~~accrued~~the ~~liability.~~current Inyear ~~addition,~~as ~~gain~~compared ~~on sales of assets declined mainly due~~ to ~~reduced~~2 ~~demand for containers and~~ railcars sold in 2009. asOperating ~~compared~~lease torevenues ~~prior~~decreased ~~year;~~mainly ~~and interest income declined~~ due to ~~the year over year decrease in the Partnership’s interest earning cash balances, the change in the Partnership’s depository account to~~ a ~~non-interest~~lower ~~bearing~~negotiated ~~account~~rate ~~to ensure maximum FDIC insurance coverage~~ on ~~deposits, and~~ a ~~lower~~lease ~~interest~~that ~~rate~~renewed ~~environment~~in ~~relative~~2009 toand ~~investments~~the incontinued ~~money~~sales ~~market~~of ~~instruments.~~lease assets.

Expenses

Total expenses for ~~2009~~2010 decreased by $~~278~~676 thousand, or 924%, as compared to the prior year. The net reduction in expenses was primarily a result of decreases in depreciation expense, ~~railcar~~costs ~~maintenance~~reimbursed ~~expense,~~to ~~professional~~AFS ~~fees,~~and interest expense offset, ~~management~~in ~~fees~~part, ~~paid~~by toincreases ~~AFS~~in ~~and outside~~other ~~services~~ expense., ~~Such~~equipment ~~decreases~~and inincentive ~~expense~~management ~~were~~fees, ~~partially~~and ~~offset~~other bymanagement ~~an increase in costs reimbursed to AFS~~fees.

Depreciation expense was reduced by $~~111~~404 thousand, ~~largely~~or ~~due~~30%, tolargely ~~the~~as ~~continued~~a ~~run-off~~result of ~~the~~asset ~~Partnership’s~~dispositions ~~lease~~combined ~~assets~~with ~~during~~an ~~the~~increase ~~Fund’s~~in ~~liquidation phase. Likewise,~~ the ~~continued~~number ~~run-off~~ of ~~the~~assets ~~railcar~~that ~~portfolio~~were ~~resulted~~fully indepreciated anduring ~~$82~~2010, ~~thousand~~as ~~decrease~~compared into ~~railcar maintenance~~prior ~~expense~~year. ~~Professional~~The ~~fees~~reduction ~~declined~~in bycosts ~~$68~~reimbursed ~~thousand~~to ~~primarily~~AFS astotaled a$339 ~~result~~thousand, ofor a53%, ~~year over year reduction in tax preparation~~ and ~~audit~~was ~~related~~mainly ~~fees;~~due ~~and~~to ~~interest~~lower ~~expense~~administrative ~~decreased~~costs byallocated ~~$39~~to ~~thousand~~the ~~mainly~~Fund ~~due~~ to ~~the~~better ~~declining~~align ~~balance~~costs ofwith the Partnership’s ~~non-recourse~~dwindling ~~debt~~operations. ~~Furthermore,~~Interest ~~management~~expense ~~fees~~declined ~~paid to AFS decreased~~ by $3133 thousand, asor a92%, ~~result~~as of the ~~continued~~Partnership’s ~~decline~~non-recourse indebt ~~managed~~matured ~~assets~~ and ~~related rents; and outside services~~ was ~~reduced~~fully bysettled ~~$24~~on ~~thousand~~May ~~mainly~~1, ~~due to a year over year decrease in consulting fees and the elimination of a consulting position utilized during the prior year~~2010.

~~The~~Partially offsetting the aforementioned decreases in ~~expense~~expenses were ~~offset,~~increases in ~~part~~other expense, byand amanagement fees paid to AFS totaling $9242 thousand and $31 thousand, respectively. The increase in other expense was largely due to higher printing and postage costs ~~reimbursed~~related to ~~AFS~~the year over year increase in investor communications. The increase in ~~costs~~management ~~reimbursed~~fees paid to AFS was largely adue ~~result~~to of higher ~~administrative~~current ~~costs~~year ~~allocated~~incentive tofees, ~~the~~as ~~Fund~~distributions asof acash ~~result~~from ofoperations aduring ~~refinement~~2010 ofwas ~~cost allocation~~considerably ~~methodologies~~higher ~~employed~~when compared to 2009, offset, in part, by the ~~General~~continued ~~Partner.~~decline in managed assets and related rents resulting from liquidation stage activities.

Capital Resources and Liquidity

At December 31, 2010 and 2009, the Partnership’s cash and cash equivalents totaled $496 thousand and $592 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.

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

~~The changes in the Partnership’s cash flow for 2009 when compared to prior year are as follows:~~ 8

• Operating Activities

Cash provided by operating activities decreased by $502 thousand, or 29%, for the year ended December 31, 2009 as compared to the prior year. The net decrease in cash flow was mainly attributable to a $358 thousand decline in net operating results, as adjusted for non-cash revenue and expense items such as gains on sales of assets and depreciation expense, an $80 thousand decrease in unearned rents and a $67 thousand reduction in collections of accounts receivable.

The year over year decrease in net operating results, as adjusted for non-cash items, was mainly due to a decline in operating lease revenues offset, in part, by reductions in certain operating expenses. The decrease in unearned rents was primarily a result of a $70 thousand prepayment of railcar rents received during the third quarter of 2008; and the year over year decline in collections of accounts receivable was attributable to a higher amount of prior year revenue accruals collected during 2008 as compared to 2009.

• Investing Activities

Cash provided by investing activities for 2009 declined by $47 thousand, or 32%, when compared to the prior year, primarily due to a decrease in proceeds from sales of lease assets, which declined on lower volume of containers and railcars sold during 2009 as compared to 2008.

• Financing Activities

Net cash used in financing activities decreased by $958 thousand, or 40%, for 2009 as compared to the prior year. The decrease in cash used (increase in cash flow) was primarily due to the payment of two distributions to Limited Partners during 2008 compared to one payment made in 2009. The 2008 distributions, totaling $624 thousand and $997 thousand, were paid with cash from 2007 and 2008 operations, respectively; and the 2009 distribution, totaling $624 thousand, was paid with cash from 2009 operations. The distributions were based on cash available net of any short-term payables and reserves as determined by the General Partner.

In 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.

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

~~The~~Cash Partnership’s long-term borrowings are generally non-recourse to the Partnership, that is, the only recourse of the lender is to the equipment or corresponding lease acquired with the loan proceeds. Through its term of existence, the Partnership had borrowed $62.5 million of non-recourse debt. As of December 31, 2009, $344 thousand of such non-recourse debt remains unpaid. AFS does not anticipate any future non-recourse borrowings on behalf of the Partnership. For detailed information on the Partnership’s debt obligations, see Note 7 to the financial statements, Non-recourse debt, as set forth in Part II, Item 8, Financial Statements and Supplementary Data. Flows

The ~~Partnership~~following ~~commenced~~table ~~periodic~~sets ~~distributions,~~forth ~~based~~summary on cash ~~flows~~flow ~~from~~data ~~operations,~~(in beginning with the second quarter of 1993. See Item 5, Market for Registrants’ Limited partnership Units and Related Matters, for additional information regarding the distributions. At December 31, 2009, the Partnership had no commitments to purchase leased assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new leased assets. thousands):

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

Operating Activities

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

Investing Activities

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

Financing Activities

Net cash used in financing activities increased by $169 thousand, or 12%, for 2010 as compared to the prior year. The increase in cash used (decrease in cash flow) was primarily due to increased distributions paid to Limited Partners offset, in part, by a decline in repayments of non-recourse debt, which was paid-off during the second quarter of 2010.

Non-Recourse Long-Term Debt

The Partnership’s long-term borrowings are generally non-recourse to the Partnership, that is, the only recourse of the lender is to the equipment or corresponding lease acquired with the loan proceeds. Through its term of existence, the Partnership had borrowed $62.5 million of non-recourse debt. As of December 31, 2009, $344 thousand of such non-recourse debt remained unpaid. As of May 1, 2010, the Partnership had repaid all of its debt obligations. AFS does not anticipate any future non-recourse borrowings on behalf of the Partnership. For detailed information on the Partnership’s debt obligations, see Note 7 to the financial statements, Non-recourse debt, as set forth in Part II, Item 8, Financial Statements and Supplementary Data.

Distributions

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

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

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

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

Information 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.

Critical Accounting Policies and Estimates

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 in relevant sections in this discussion and analysis. For all of these policies, management cautions that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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, expected future cash flows used for impairment analysis purposes, and determination of the allowance for doubtful accounts.

Equipment on operating leases and related revenue recognition:

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

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 to be negotiated, but initial leases were generally from 36 to 84 months. The difference between rents received and rental revenues recognized is recorded as unearned operating lease income on the balance sheet.

Operating leases are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases ~~lessees~~ may be placed on ~~in a~~ 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.

Asset valuation:

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.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the Report of Independent Registered Public Accounting Firm, Financial Statements and Notes to Financial Statements attached hereto at pages 1112 through 25.

10 11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Partners

ATEL Cash Distribution Fund V, L.P.

We have audited the accompanying balance sheets of ATEL Cash Distribution Fund V, L.P. (“Partnership”) as of December 31, ~~2009~~ 2010 and ~~2008~~2009, and the related statements of operations, changes in partners’ capital, and cash flows for the years then ended. These financial statements are the responsibility of the Management of the Partnership’s General Partner. Our responsibility is to express an opinion on these financial statements based on our audits.

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 ~~audit~~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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ATEL Cash Distribution Fund V, L.P. as of December 31, ~~2009~~2010 and ~~2008~~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

San Francisco, California

March 23 22, ~~2010~~ 2011

11 12

ATEL CASH DISTRIBUTION FUND V, L.P.

BALANCE SHEETS

DECEMBER 31, ~~2009~~2010 AND ~~2008~~ 2009

(In Thousands)

	2009		2008
	2010			2009
ASSETS
Cash and cash equivalents	$	~~592~~496	$	~~675~~$	592
Accounts receivable, net of allowance for doubtful accounts of $0 at December 31, 2009 and $8 at December 31, 2008		61		186
Accounts receivable		95			61
Prepaid expenses		54		4	5
Investments in equipment and leases, net of accumulated depreciation of $15,715 at December 31, 2009 and $14,537 at December 31, 2008		4,610		6,003
Investments in equipment and leases, net of accumulated depreciation of $16,402 at December 31, 2010 and $15,715 at December 31, 2009		3,624			4,610
Total assets	$	54,~~268~~219	$	~~6,868~~$	5,268
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner	$	7181	$	41$	71
Other		~~204~~130		~~215~~	204
Accrued interest payable		1-		5	1
Non-recourse debt		~~344~~-		~~1,142~~	344
Unearned operating lease income		~~102~~108		~~107~~	102
Total liabilities		~~722~~319		~~1,510~~	722
Commitments and contingencies
Partners’ capital:
General Partner		~~199~~205		~~199~~	199
Limited Partners		43,~~347~~695		~~5,159~~	4,347
Total Partners’ capital		43,~~546~~900		~~5,358~~	4,546
Total liabilities and Partners’ capital	$	54,~~268~~219	$	~~6,868~~$	5,268

See accompanying notes.

12 13

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

DECEMBER 31, 2009 AND 2008

(In Thousands Except for Units and Per Unit Data)

	2009			2008
	2010			2009
Revenues:
Leasing activities:
Operating leases	$	2,~~573~~503		$	2,~~986~~573
Gain on sales of assets		70251			9870
Interest income		—			17
Other		4			2
Other		2			82
Total revenues		2,758			2,645
Total revenues		2,645			3,183
Expenses:
Expenses:
Depreciation of operating lease assets		958			1,362
Depreciation of operating lease assets		1,362			1,473
Cost reimbursements to General Partner		305			644
Cost reimbursements to General Partner		644			552
Professional fees		42			44
Professional fees		44			112
Railcar maintenance		446			434
Railcar maintenance		434			516
Interest expense		3			36
Interest expense		36			75
Equipment and incentive management fees to General Partner		126			95
Equipment and incentive management fees to General Partner		95			126
Other management fees		83			68
Other management fees		68			92
Outside services		73			71
Outside services		71			95
Other		121			79
Other		79			70
Total expenses		2,157			2,833
Total expenses		2,833			3,111
Net income (loss)	$	601		$	(188	)
Net (loss) income	$	(188	)	$	72
Net income (loss):
Net (loss) income:
General Partner	$	6		$	-
General Partner	$	—		$	1
Limited Partners		595			(188	)
Limited Partners		(188	)		71
	$	601		$	(188	)
	$	(188	)	$	72
Net income (loss) per Limited Partnership Unit	$	0.05		$	(0.02	)
Net (loss) income per Limited Partnership Unit	$	(0.02	)	$	0.01
Weighted average number of Units outstanding		12,471,600			12,471,600
Weighted average number of Units outstanding		12,471,600			12,471,600

See accompanying notes.

13 14

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

DECEMBER 31, 2009 AND 2008

(In Thousands Except for Units and Per Unit Data)

	Limited Partners						~~GeneralPartner~~		General
	Units		~~Amount~~		Amount				Partner	~~Total~~			Total
Balance December 31, 2007	12,471,600		$	6,709			$	198		$	6,907
Balance December 31, 2008		12,471,600			$	5,159			$	199			$	5,358
Distributions to Limited Partners ($0.13 per Unit)	—			(1,621	)			—			(1,621	)
Distributions to Limited Partners ($0.05 per Unit)		-				(624	)			-				(624	)
Net income	—			71				1			72
Net loss		-				(188	)			-				(188	)
Balance December 31, 2008	12,471,600			5,159				199			5,358
Balance December 31, 2009		12,471,600				4,347				199				4,546
Distributions to Limited Partners ($0.05 per Unit)	—			(624	)			—			(624	)
Distributions to Limited Partners ($0.10 per Unit)		-				(1,247	)			-				(1,247	)
Net loss	—			(188	)			—			(188	)
Net income		-				595				6				601
Balance December 31, 2009	12,471,600		$	4,347			$	199		$	4,546
Balance December 31, 2010		12,471,600			$	3,695			$	205			$	3,900

See accompanying notes.

14 15

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

DECEMBER 31, 2009 AND 2008

(In Thousands)

	2009			2008
	2010			2009
Operating activities:
Net (loss) income	$	(188	)	$	72
Net income (loss)	$	601		$	(188	)
Adjustment to reconcile net (loss) income to cash provided by operating activities:
Adjustment to reconcile net income (loss) to cash provided by operating activities:
Depreciation of operating lease assets		~~1,362~~958			1,~~473~~362
Gain on sales of assets		(70251	)		(9870	)
(Reversal of provision) provision for doubtful accounts		(8	)		7
Reversal of provision for doubtful accounts		-			(8	)
Changes in operating assets and liabilities:
Accounts receivable		~~133~~(34	)		~~200~~133
Prepaid expenses		(1	)		—(1	)
Accounts payable and accruals:
General Partner		3010			~~(17~~30	)
Other		(1174	)		31(11	)
Accrued interest payable		(41	)		(34	)
Unearned operating lease income		(56	)		75(5	)
Net cash provided by operating activities		1,~~238~~216			1,~~740~~238
Investing activities:
Proceeds from sales of lease assets		~~101~~285			~~148~~101
Net cash provided by investing activities		101			148
Improvements of equipment on operating leases		(6	)		-
Net cash provided by investing activities		279			101
Financing activities:
Repayments of non-recourse debt		(~~798~~344	)		(~~759~~798	)
Distributions to Limited Partners		(~~624~~1,247	)		(~~1,621~~624	)
Net cash used in financing activities		(1,~~422~~591	)		(21,~~380~~422	)
Net decrease in cash and cash equivalents		(8396	)		(~~492~~83	)
Cash and cash equivalents at beginning of year		~~675~~592			~~1,167~~675
Cash and cash equivalents at end of year	$	~~592~~496		$	~~675~~592
Supplemental disclosures of cash flow information:
Cash paid during the year for taxes	$	5		$	5
Cash paid during the year for interest	$	394		$	7839

See accompanying notes.

15 16

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

1. Organization and Limited 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 for the purpose of engaging in the sale of limited partnership investment units and acquiring equipment to engage in equipment leasing and sales activities. The Partnership may continue until December 31, 2013. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a California limited liability company. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (Note 6). 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 December 31, ~~2009~~2010, the Partnership is in the liquidation phase of its life cycle as defined in the Partnership Agreement and is making distributions on an annual basis or at the discretion of the General Partner.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying balance sheets as of December 31, ~~2009~~2010 and ~~2008~~2009, and the related statements of operations, changes in partners’ capital, and cash flows for the years then ended, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission. Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on capital or net income (loss).

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on equity or net income.

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

In preparing the accompanying financial statements, the Partnership has reviewed, as determined necessary by the General Partner, events that have occurred after December 31, ~~2009~~2010, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.

Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes, and determination of the allowance for doubtful accounts.

16 17

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

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.

Cash and cash equivalents:

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

Credit risk:

Financial instruments 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 and temporary cash investments in U.S. Treasury denominated instruments with the remainder placed in financial institutions ~~where~~with ~~the~~no ~~principal~~less isthan ~~100%~~$10 ~~guaranteed~~billion ~~under~~in ~~the Troubled Asset Relief Program Act of 2008 (“TARP”) through June 2010~~assets, so as to meet ongoing working capital requirements. 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 leases.

Accounts receivable:

Accounts receivable represent the amounts billed under operating 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 to the allowance on a specific identification basis. Amounts recovered that were previously written-off are recorded as other income in the period received.

Equipment on operating leases and related revenue recognition:

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 to be negotiated, but initial leases were generally from 36 to 84 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.

Operating leases are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating ~~lessees~~leases may be placed inon a 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.

Asset valuation:

17 18

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

Segment reporting:

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

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

However, certain of 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 primary geographic regions in which the Partnership sought leasing opportunities were North America and Europe. Currently, 100% of the Partnership’s operating revenues are from customers domiciled in North America.

Unearned operating lease income:

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.

Income taxes:

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 partnerships. Interest and penalties on such taxes are considered to be insignificant. For the years ended December 31, ~~2009~~2010 and ~~2008~~2009, income taxes and franchise taxes totaled $6 2 thousand and $26 thousand, respectively. The Partnership does not have any entity level uncertain tax positions. The Partnership files income tax returns in the U.S. federal jurisdiction and various state jurisdictions and is generally subject to examination by U.S. federal (or state and local) income tax authorities for three years from the filing of a tax return.

The tax bases of the Partnership’s net assets and liabilities vary from the amounts presented in these financial statements at December 31, ~~2009~~2010 and ~~2008~~2009 as follows (in thousands):

	2009			2008
	2010			2009
Financial statement basis of net assets	$	43,~~546~~900		$	54,~~358~~546
Tax basis of net assets (unaudited)		17,~~198~~266			1617,~~928~~198
Difference (unaudited)	$	(1213,~~652~~366	)	$	(1112,~~570~~652	)

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

18 19

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

The following reconciles the net income (loss) ~~income~~ reported in these financial statements to the income reported on the Partnership’s federal tax return (unaudited) for each of the years ended December 31, ~~2009~~2010 and ~~2008~~2009 (in thousands):

	2009			2008
	2010			2009
Net (loss) income per financial statements	$	(188	)	$	72
Net income (loss) per financial statements	$	601		$	(188	)
Tax adjustments (unaudited):
Adjustment to depreciation expense		~~1,064~~674			1,~~143~~064
Provision for losses and doubtful accounts		(8-	)		(~~102~~8	)
Adjustments to lease revenues		(67	)		76(6	)
Gain on sale of assets		3133			5031
Income per federal tax return (unaudited)	$	~~893~~1,315		$	~~1,239~~893

Per unit data:

Net income (loss) and distributions per unit are based upon the weighted average number of Limited Partners’ units outstanding during the year.

Recent accounting pronouncements:

~~The~~In ~~Fair~~January ~~Value~~2010, ~~Measurements and Disclosures Topic of~~ the FASB ~~Accounting~~issued ~~Standards Codification~~ASU ~~provides~~No. ~~guidance~~2010-06, on“Improving ~~improving~~Disclosure ~~disclosures~~ about ~~fair~~Fair ~~value~~Value ~~measurements.~~Measurement” ~~This~~(“ASU ~~guidance~~2010-06”). ~~has~~ASU ~~new~~2010-06 ~~requirements~~requires ~~for~~additional disclosures related to recurring or nonrecurring 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. ~~This~~Except ~~guidance is effective~~ for the ~~first~~Level ~~reporting~~3 ~~period beginning~~reconciliation ~~after December 15~~disclosures, ~~2009,~~ which are ~~will be~~ effective for ~~the~~fiscal ~~Partnership~~years beginning ~~January 1~~after December 15, 2010., ~~The~~the ~~Level 3~~guidance ~~reconciliation~~became ~~disclosures are~~ effective for ~~fiscal~~the ~~years~~Partnership beginning ~~after~~January ~~December 15~~1, 2010. ~~The~~and ~~adoption~~was ~~of the~~adopted ~~guidance~~during isthe ~~not~~first ~~expected~~quarter toof ~~have~~2010 awith ~~material~~no impact on the Partnership’s financial position, results of operations or cash flows.

The Generally Accepted Accounting Principles Topic of the FASB Accounting Standards Codification identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. The guidance is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Partnership adopted the guidance for its third quarter 2009 interim reporting period. The adoption of the guidance did not have a significant impact on the Partnership’s financial position, results of operations or cash flows.

The Subsequent Events Topic of the FASB Accounting Standards Codification establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The guidance is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively. The Partnership adopted the guidance for its second quarter 2009 interim reporting period. The adoption of the guidance did not have a significant impact on the Partnership’s financial position, results of operations or cash flows.

The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification provides guidance on determining fair value when there is no active market or where the price inputs being used represent distressed sales. The guidance is effective for interim and annual periods ending after June 15, 2009 and has been adopted by the Partnership for its second quarter 2009 interim reporting period with no impact on its financial position, results of operations or cash flows.

The Financial Instruments Topic of the FASB Accounting Standards Codification increases the frequency of fair value disclosures for financial instruments within the scope of the Topic from an annual basis to a quarterly basis. The guidance is effective for interim reporting periods ending after June 15, 2009. The Partnership adopted the guidance for its second quarter 2009 interim reporting period without significant effect on the Partnership’s financial position, results of operations or cash flows.

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. The guidance was to be effective for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB deferred the effective date of the guidance as it pertains to fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. On January 1, 2008, the Partnership adopted the provisions of the guidance except as it applies to its investment in equipment and leases, and other nonfinancial assets and nonfinancial liabilities. The deferred provisions of the guidance were implemented effective January 1, 2009 without significant effect on the Partnership’s financial position, results of operations or cash flows.

3. Concentration of credit risk and major customers:

The Partnership has leased equipment to lessees in diversified industries. Leases are subject to AFS’s credit committee review. The leases provide for the return of the equipment upon default.

The Partnership is no longer acquiring equipment. As assets have been sold upon maturity of the related leases, concentrations have arisen in certain industries due to the decreasing number of remaining leases and assets.

As of December 31, ~~2009~~2010 and ~~2008~~2009, approximately 98%, ~~and 97%~~ of the Partnership’s operating lease assets (as a percentage of total equipment cost), respectively, were leased to lessees in the rail transportation industry.

During ~~2009~~2010 and ~~2008~~2009, certain lessees generated significant portions (defined as 10% or more) of the Partnership’s total lease revenues as follows:

		Percentage of TotalLease Revenues
		Percentage of Total Lease Revenues
Lessee	Type of Equipment	~~2009~~2010			~~2008~~	2009
Union Pacific Railroad Company	Railcars	33	%34	%	29	%	33	%
Central States	Railcars	25	%26	%	22	%	25	%
Interstate Commodities	Railcars	14	%14	%	21	%	14	%
Union Carbide Corporation	Railcars	10	%10	%	*		10	%

* Less than 10%

4. Allowance for doubtful accounts:

Activities on the allowance for doubtful accounts are as follows (in thousands):

	Allowance fordoubtfulaccounts
Balance January 1, 2008	$	110
Adjustments to provision		7
Charge-offs		(109	)
Balance December 31, 2008		8
Adjustments to provision		(8	)
Balance December 31, 2009	$	—

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

4. Allowance for doubtful accounts:

Activities on the allowance for doubtful accounts are as follows (in thousands):

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

5. Investments in equipment and leases, net:

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

	BalanceDecember 31,2008		Reclassifications&Additions /Dispositions				Depreciation/AmortizationExpense orAmortization ofLeases				BalanceDecember 31,2009
	Balance December 31, 2009			Reclassifications & Additions / Dispositions				Depreciation/ Amortization Expense or Amortization of Leases				Balance December 31, 2010
Net investment in operating leases	$	54,~~692~~307	$	~~(23~~$	)275		$	~~(1,362~~$	)(958	)	$	~~4,307~~$	3,624
Assets held for sale or lease, net of accumulated depreciation of $1,037 in 2009 and $1,065 in 2008		311		(8	)			—				303
Assets held for sale or lease, net of accumulated depreciation of $0 in 2010 and $1,037 in 2009		303			(303	)			-				-
Total	$	64,~~003~~610	$	~~(31~~$	)(28	)	$	~~(1,362~~$	)(958	)	$	~~4,610~~$	3,624

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. As a result of these reviews, management determined that no impairment losses existed in either ~~2009~~2010 or ~~2008. Depreciation expense on property subject to operating leases and property held for lease or sale was approximately $1.4 million and $1.5 million for the years ended December 31,~~ 2009 ~~and 2008, respectively~~.

The Partnership utilizes a straight line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Partnership’s equipment approximated $958 thousand and $1.4 million for the years ended December 31, 2010 and 2009, respectively.

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

Operating leases:

Investment in operating lease equipment, net consists of the following (in thousands):

	BalanceDecember 31,2008			Additions			Reclassificationsor Dispositions			BalanceDecember 31,2009
	Balance December 31, 2009			Additions			Reclassifications or Dispositions			Balance December 31, 2010
Transportation, rail	$	18,~~523~~488		$	—6		$	~~(35~~1,132	)	$	1819,~~488~~626
Containers		~~642~~497			—-			(~~145~~97	)		~~497~~400
		19,165			—			(180	)		18,985
		18,985			6			1,035			20,026
Less accumulated depreciation		(1314,~~473~~678	)		(~~1,362~~958	)		~~157~~(766	)		(1416,~~678~~402	)
Total	$	54,~~692~~307		$	(~~1,362~~952	)	$	~~(23~~269	)	$	43,~~307~~624

The average estimated residual value for assets on operating leases was 1815% and 1918% of the assets’ original cost at December 31, ~~2009~~2010 and ~~2008~~2009, respectively. As of December 31, ~~2009~~2010 and ~~2008~~2009, the Partnership had no operating leases in non-accrual status.

At December 31, 2009, the aggregate amounts of future minimum lease payments under operating leases are as follows (in thousands):

	OperatingLeases
Year ending December 31, 2010	$	1,491
2011		745
2012		191
2013		36
2014		36
Thereafter		177
	$	2,676

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

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

5. Investments in equipment and leases, net (continued):

~~The~~At ~~Partnership~~December ~~utilizes~~31, a2010, ~~straight~~the ~~line~~aggregate ~~depreciation~~amounts ~~method for equipment in all~~ of ~~the~~future ~~categories currently~~minimum ~~in its portfolio of~~ lease ~~transactions.~~payments ~~The~~under ~~useful~~operating ~~lives for investment in~~ leases ~~by category~~ are as follows (in ~~years~~thousands):

Equipment category	Useful Life
	Operating Leases
Transportation, rail	30 - 35
Year ending December 31, 2011	$	709
Containers	7 - 10
2012		188
2013		36
2014		36
2015		36
Thereafter		141
	$	1,146

6. Related party transactions:

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

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

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 and general administrative services are performed by AFS.

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.

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

During the years ended December 31, ~~2009~~2010 and ~~2008~~2009, AFS and/or affiliates earned fees, commissions and reimbursements pursuant to the Partnership Agreement as follows (in thousands):

	2009		2008
	2010			2009
Cost reimbursements to General Partner and/or affiliates	$	~~644~~305	$	~~552~~$	644
Equipment and incentive management fees to General Partner		95126		~~126~~	95
	$	~~739~~431	$	~~678~~$	739

7. Non-recourse debt:

At December 31, 2009, non-recourse debt consists of a note payable to a financial institution. The note is due in monthly installments. Interest on the note is at a fixed rate of 5.0%. The note is secured by assignments of lease payments and pledges of assets. At December 31, 2009, gross lease rentals totaled approximately $348 thousand over the remaining lease terms; and the carrying value of the pledged assets was approximately $1.3 million. The note matures in 2010.

The non-recourse note payable does not contain any material financial covenant. The note is secured by a lien granted by the Partnership to the non-recourse lender on (and only on) the discounted lease transaction. The lender has recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse obligation is payable solely out of this specific security and the Partnership does not guarantee (nor is the Partnership otherwise contractually responsible for) the payment of non-recourse note as a general obligation or liability of the Partnership. Although the Partnership does not have any direct general liability in connection with the non-recourse note apart from the security granted, the Partnership is directly and generally liable and responsible

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

7. Non-recourse debt ~~(continued)~~:

~~for~~Non-recourse ~~certain~~debt ~~representations,~~consisted ~~warranties,~~of ~~and~~a ~~covenants~~note ~~made~~payable to ~~the~~a ~~lender,~~financial ~~such~~institution. asThe ~~warranties~~note aswas todue ~~genuineness~~in ofmonthly ~~the~~installments. ~~transaction~~Interest ~~parties’~~on ~~signatures, as to~~ the ~~genuineness~~note ofwas ~~the~~at ~~lease chattel paper or the transaction as~~ a ~~whole,~~fixed orrate asof to5.0%. ~~the~~The ~~Partnership’s~~note ~~good~~was ~~title to or perfected interest in the~~ secured ~~collateral,~~by asassignments ~~well~~of aslease ~~similar~~payments ~~representations, warranties~~ and ~~covenants~~pledges ~~typically~~of ~~provided~~assets; ~~by non-recourse borrowers~~ and ~~customary~~ inmatured ~~the equipment finance industry,~~ and ~~are~~was ~~viewed~~settled ~~by the industry as being consistent with a non-recourse discount financing obligation. Accordingly, as there are no financial covenants or ratios imposed~~ on ~~the~~May ~~Partnership in connection with this non-recourse obligation~~1, ~~the Partnership does not believe there are any material covenants that warrant footnote disclosure~~2010.

~~Future minimum~~At ~~payments~~December of31, 2009, the outstanding balance on the non-recourse debt ~~are~~was as$344 ~~follows~~thousand. ~~(in~~Gross ~~thousands):~~lease rentals totaled approximately $348 thousand over the remaining lease terms; and, the carrying value of the pledged assets was approximately $1.3 million.

	Principal		Interest		Total
Year ending December 31, 2010	$	344	$	4	$	348
	$	344	$	4	$	348

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

8. Guarantees:

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

9. Partners’ capital:

As of December 31, ~~2009~~2010 and ~~2008~~2009, 12,471,600 Units were issued and outstanding (including the Units issued to the Initial Limited Partners).

The Partnership has the right, exercisable at the General Partner’s discretion, but not the obligation, to repurchase Units of a Unit holder who ceases to be a 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 investment less cumulative distributions made to the unit-holder with respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs.

As defined in the Partnership Agreement, the Partnership’s Net Profits, Net Losses, and Distributions are to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allows the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at zero. In accordance with the terms of the Limited Partnership Agreement, additional allocations of income were made to AFS in 2008. The amounts allocated were determined so as to bring AFS’s ending capital account balance to zero at the end of each year.

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

9. Partners’ capital (continued):

As defined in the Partnership Agreement, available Cash from Operations and Cash from Sales and Refinancing are to be distributed as follows:

First, 5% of Distributions of Cash from Operations to AFS as Incentive Management Fee;

Second, the balance to the Limited Partners until the Limited Partners have 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;

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

(A) 10% of remaining Cash from Operations and

(B) 15% of remaining Cash from Sales or Refinancing; and

Fourth, the balance to the Limited Partners.

Distributions to Limited Partners for the years ended December 31, ~~2009~~2010 and ~~2008~~ 2009 were as follows (in thousands except Units and per Unit data):

	2009		2008
	2010			2009
Distributions declared	$	~~624~~1,247	$	~~1,621~~$	624
Weighted average number of Units outstanding		12,471,600		~~12,471,600~~	12,471,600
Weighted average distributions per Unit	$	0.0510	$	~~0.13~~$	0.05

10. Fair value measurements:

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

Level 1 – 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.

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.

Level 3 – 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.

At December 31, ~~2009~~2010 and ~~2008~~2009, the Partnership had no assets or liabilities that require measurement at fair value on a recurring or non-recurring basis.

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

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

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

10. Fair value measurements (continued):

Cash and cash equivalents:

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

Non-recourse debt:

The fair value of the Partnership’s non-recourse debt is estimated using discounted cash flow analyses, based upon the current market borrowing rates for similar types of borrowing arrangements.

Limitations :

The fair value estimates presented herein were based on pertinent information available to the Partnership as of December 31, ~~2009~~2010 and ~~2008~~2009. Although the Partnership is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

The following table presents estimated fair values of the Partnership’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at December 31, ~~2009~~2010 and ~~2008~~2009 (in thousands):

	2009					2008
	2010							2009
	CarryingAmount		EstimatedFair Value			CarryingAmount			EstimatedFair Value
	Carrying Amount			Estimated Fair Value				Carrying Amount			Estimated Fair Value
Financial assets:
Cash and cash equivalents	$	~~592~~496	$	~~592~~$	496	$	~~675~~	$	$592	~~675~~	$	592
Financial liabilities:
Non-recourse debt		~~344~~-		~~348~~	-		~~1,142~~		344	~~1,173~~		348

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

Item 9A ~~(T)~~. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

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

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 itthey isare applicable to the Partnership, ~~were~~means ~~effective~~controls and other procedures of an issuer that are designed to ~~provide~~ensure ~~reasonable~~that ~~assurance~~information ~~regarding~~required to be disclosed by the ~~reliability~~issuer ofin ~~financial~~the ~~reporting~~reports ~~and~~that it files or submits under the ~~preparation~~Act of(15 ~~financial~~U.S.C. ~~statements~~78a ~~for~~et ~~external~~seq.) ~~purposes~~is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures ~~accordance~~include, ~~with~~without ~~accounting~~limitation, ~~principles~~controls ~~generally~~and ~~accepted~~procedures designed to ensure that information required to be disclosed by an issuer in the ~~United~~reports ~~States~~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.

Management’s Annual Report on Internal Control over Financial Reporting

The 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, ~~2009~~2010. The internal control process of the General Partner, as it is applicable to the Partnership, was designed to provide reasonable assurance to Management regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:

(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

(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.

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

Management of the General Partner assessed the effectiveness of its internal control over financial reporting, as it is applicable to the Partnership, as of December 31, ~~2009~~2010. 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, ~~2009~~2010.

This annual report does not include an attestation report of the Partnership’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

Changes in internal control

There were no changes in the General Partner’s internal control over financial reporting, as it is applicable to the Partnership, during the quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting, as it is applicable to the Partnership.

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

Changes in internal control

There were no changes in the General Partner’s internal control over financial reporting, as it is applicable to the Partnership, during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting, as it is applicable to the Partnership.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS

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

All 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 companies. The outstanding voting capital stock of ACG is owned 100% by Dean L. Cash.

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

The officers and directors of ACG and its affiliates are as follows:

Dean L. 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)

Dean L. Cash, age 5960, joined ATEL as director of marketing in 1980 and became a vice president in 1981, executive vice president in 1983 and a director in 1984. He has been President and CEO since April 2001. Prior to joining ATEL, Mr. Cash was a senior marketing representative for Martin Marietta Corporation, data systems division, from 1979 to 1980. From 1977 to 1979, he was employed by General Electric Corporation, where he was an applications specialist in the medical systems division and a marketing representative in the information services division. Mr. Cash was a systems engineer with Electronic Data Systems from 1975 to 1977, and was involved in maintaining and developing software for commercial applications. Mr. Cash received a B.S. degree in psychology and mathematics in 1972 and an M.B.A. degree with a concentration in finance in 1975 from Florida State University. Mr. Cash is an arbitrator with the American Arbitration Association.

Paritosh K. Choksi, age 5657, 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 Partnership, where he held various positions during his tenure, and was senior vice president, chief financial officer and director when he left the Partnership. Mr. Choksi was involved in all corporate matters at Phoenix and was responsible for Phoenix’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 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 5152, joined ATEL in 1989 as general counsel to provide legal support in the drafting and reviewing 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 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) in 1997 from Golden Gate University. Mr. Morais has been an active member of the State Bar of California since 1986.

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Audit Committee

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

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of Forms 3, 4 and 5, the Partnership is not aware of any failures to file reports of beneficial ownership required to be filed during or for the year ended December 31, ~~2009~~2010.

Code of Ethics

A Code of Ethics that is applicable to the 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 14.1 to this report.

Item 11. EXECUTIVE COMPENSATION

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

Set forth hereinafter is a description of the nature of remuneration paid and to be paid to AFS and its Affiliates. The amount of such remuneration paid for the years ended December 31, ~~2009~~2010 and ~~2008~~2009 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 6 thereof, which information is hereby incorporated by reference.

Acquisition Fees

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

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

Equipment Management Fees

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

Incentive Management Fees

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

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Equipment Resale Fees

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

Equipment Re-lease Fee

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

General Partner’s Interest in Operating Proceeds

Net income, net loss and investment tax credits are allocated 99% to the Limited Partners and 1% to AFS. See the statements of operations included in Item 8, Financial Statements and Supplementary Data, of this report for the amounts allocated to the General and Limited Partners in ~~2009 and 2008~~2010.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

At December 31, ~~2009~~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) Title of Class	(2) Name and Address of Beneficial Owner	(3) Amount and Nature of Beneficial Ownership	(4)Percent ofClass
(1)	(2)	(3)	(4)
Limited Partnership Units	Dean Cash	Initial Limited Partner Units	0.0002	%
Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
	600 California Street, 6th Floor	25 Units ($250)
Limited Partnership Units	Dean Cash	Initial Limited Partner Units	0.0002%
	San Francisco, CA 94108	(owned by wife)
	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.

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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):

	2009		2008
	2010			2009
Audit fees	$	2625	$	25$	26
Other		—		6
	$	26	$	31

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, ~~2009~~2010 and ~~2008~~ 2009

Statements of Operations for the years ended December 31, ~~2009~~2010 and ~~2008~~ 2009

Statements of Changes in Partners’ Capital for the years ended December 31, ~~2009~~2010 and ~~2008~~ 2009

Statements of Cash Flows for the years ended December 31, ~~2009~~2010 and ~~2008~~ 2009

Notes to Financial Statements

2.	Financial Statement Schedules

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

(b)

Exhibits

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

(14.1) Code of Ethics

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

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

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

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

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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 23, 2010

Date: March 22, 2011
		ATEL Cash Distribution Fund V, L.P. (Registrant)

By:	ATEL Financial Services, LLC
	General Partner of Registrant

			By:	/s/ Dean L. Cash
				Dean L. Cash,
				President and Chief Executive Officer of
				ATEL Financial Services, LLC (General Partner)

			By:	/s/ Paritosh K. Choksi
				Paritosh K. Choksi,
				Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)

			By:	/s/ Samuel Schussler
				Samuel Schussler,
				Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)

ATEL Cash Distribution Fund V, L.P. (Registrant)

By: ATEL Financial Services, LLC General Partner of Registrant

By: /s/ Dean L. Cash Dean L. Cash, President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner) By: /s/ Paritosh K. Choksi Paritosh K. Choksi, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner) By: /s/ Samuel Schussler Samuel Schussler, Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)

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

SIGNATURE	CAPACITIES	~~CAPACITIES~~DATE	~~DATE~~
/s/ Dean L. Cash	President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)	~~President~~March ~~and Chief Executive Officer of ATEL Financial Services~~22, ~~LLC (General Partner)~~2011	~~March 23, 2010~~
Dean L. Cash
/s/ Paritosh K. Choksi	Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)	~~Executive~~March ~~Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services~~22, ~~LLC (General Partner)~~2011	~~March 23, 2010~~
Paritosh K. Choksi
/s/ Samuel Schussler	Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)	~~Vice~~March ~~President and Chief Accounting Officer of ATEL Financial Services~~22, ~~LLC (General Partner)~~2011	~~March 23, 2010~~
Samuel Schussler

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

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