Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE ~~COMMISSIONWashington~~COMMISSION Washington, D.C. 20549


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

For the quarterly period ended JuneSeptember 30, 2012


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

For the transition period from to

Commission File number 000-23842

ATEL Cash Distribution Fund V, L.P.

(Exact name of registrant as specified in its charter)


California		94-3165807
(State or other jurisdiction of Incorporation or organization)		(I. R. S. Employer 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 a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

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

The number of Limited Partnership Units outstanding as of ~~July~~October 31, 2012 was 12,471,600.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

ATEL CASH DISTRIBUTION FUND V, L.P.

Index

Part I.Financial Information			3
Item 1.Financial Statements (Unaudited)			3
Balance Sheets, June 30, 2012 and December 31, 2011			3
Balance Sheets (Final), September 30, 2012 and December 31, 2011			3
Statements of Income for the three and six months ended June 30, 2012 and 2011			4
Statements of Income (Final) for the three and nine months ended September 30, 2012 and 2011			4
Statements of Changes in Partners’ Capital for the year ended December 31, 2011 and for the six months ended June 30, 2012			5
Statements of Changes in Partners’ Capital (Final) for the year ended December 31, 2011 and for the nine months ended September 30, 2012			5
Statements of Cash Flows for the three and six months ended June 30, 2012 and 2011			6
Statements of Cash Flows (Final) for the three and nine months ended September 30, 2012 and 2011			6
Notes to the Financial Statements			7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations			1213
Item 4.Controls and Procedures			1516
Part II.Other Information			1617
Item 1.Legal Proceedings			1617
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds			1617
Item 3.Defaults Upon Senior Securities			1617
Item 4.Mine Safety Disclosures			1617
Item 5.Other Information			1617
Item 6.Exhibits			1617

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CASH DISTRIBUTION FUND V, L.P. BALANCE SHEETS JUNE (FINAL) SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 (In Thousands) (Unaudited)

	June 30, 2012		December 31, 2011
	September 30, 2012		December 31, 2011
ASSETS
Cash and cash equivalents	$	~~947~~—	$	249
Accounts receivable		~~216~~—		261
Prepaid expenses and other assets		6—		2
Investments in equipment and leases, net of accumulated depreciation of $13,896 at June 30, 2012 and $13,789 at December 31, 2011		2,707		2,843
Investments in equipment and leases, net of accumulated depreciation of $0 at September 30, 2012 and $13,789 at December 31, 2011		—		2,843
Total assets	$	~~3,876~~—	$	3,355
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner	$	9—	$	113
Other		~~187~~—		225
Unearned operating lease income		19—		21
Total liabilities		~~215~~—		359
Commitments and contingencies
Partners’ capital:
General Partner		~~222~~—		215
Limited Partners		~~3,439~~—		2,781
Total Partners’ capital		~~3,661~~—		2,996
Total liabilities and Partners’ capital	$	~~3,876~~—	$	3,355

See accompanying notes.

TABLE OF CONTENTS

ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF INCOME (FINAL) FOR THE THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2012 AND 2011 (In Thousands Except for Units and Per Unit Data) (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Revenues:
Leasing activities:
Operating leases	$	~~686~~462	$	~~652~~631	$	1,~~394~~856	$	1,~~285~~916
Gain on sales of assets		35,051		297		95,060		~~190~~197
Other		—1		—		—1		1
Total revenues		~~689~~5,514		~~681~~638		16,~~403~~917		12,~~476~~114
Expenses:
Depreciation of operating lease assets		6655		~~203~~190		~~133~~188		~~412~~602
Cost reimbursements to General Partner		6054		60		~~116~~170		~~128~~188
Professional fees		48		3		1624		1821
Railcar maintenance		~~147~~50		88111		~~295~~345		~~163~~274
Equipment and incentive management fees to General Partner		1558		2018		3189		3957
Other management fees		2015		2122		4257		4062
Outside services		1721		1417		3758		2744
Postage		111		9—		1819		17
Printing and photocopying		132		20—		2628		22
Other		1011		1112		2435		2638
Total expenses		~~363~~275		~~449~~433		~~738~~1,013		~~892~~1,325
Net income	$	~~326~~5,239	$	~~232~~205	$	~~665~~5,904	$	~~584~~789
Net income:
General Partner	$	452	$	32	$	759	$	68
Limited Partners		~~322~~5,187		~~229~~203		~~658~~5,845		~~578~~781
	$	~~326~~5,239	$	~~232~~205	$	~~665~~5,904	$	~~584~~789
Net income per Limited Partnership Unit	$	0.0342	$	0.02	$	0.0547	$	0.0506
Weighted average number of Units outstanding		12,471,600		12,471,600		12,471,600		12,471,600

See accompanying notes.

TABLE OF CONTENTS

ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (FINAL) FOR THE YEAR ENDED DECEMBER 31, 2011 AND FOR THE SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2012 (In Thousands Except for Units and Per Unit Data) (Unaudited)

	Limited Partners						General Partner			Total
	Units			Amount
Balance December 31, 2010		12,471,600		$	3,695		$	205		$	3,900
Distributions to Limited Partners ($0.10 per Unit)		—			(1,870	)		—			(1,870	)
Distributions to Limited Partners ($0.15 per Unit)		—			(1,870	)		—			(1,870	)
Net income		—			956			10			966
Balance December 31, 2011		12,471,600			2,781			215			2,996
Net income		—			658			7			665
Distributions to Limited Partners accrued pursuant to Fund Liquidation ($0.50 per Unit)		—			(6,236	)		—			(6,236	)
Balance June 30, 2012		12,471,600		$	3,439		$	222		$	3,661
Net income		—			5,845			59			5,904
Net assets transferred to liquidating trust		(12,471,600	)		(2,664	)		—			(2,664	)
Transfer of Unitholder interests to liquidating trust		—			274			(274	)		—
Balance September 30, 2012		—		$	—		$	—		$	—

See accompanying notes.

TABLE OF CONTENTS

ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF CASH FLOWS (FINAL) FOR THE THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2012 AND 2011 (In Thousands) (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Operating activities:
Net income	$	~~326~~5,239		$	~~232~~205		$	~~665~~5,904		$	~~584~~789
Adjustment to reconcile net income to cash provided by operating activities:
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation of operating lease assets		6655			~~203~~190			~~133~~188			~~412~~602
Gain on sales of assets		(35,051	)		(297	)		(95,060	)		(~~190~~197	)
Changes in operating assets and liabilities:
Accounts receivable		(55162	)		626			45(117	)		~~(19~~7	)
Prepaid expenses and other assets		(36	)		1(3	)		(42	)		3—
Accounts payable and accruals:
General Partner		~~(26~~45	)		14(5	)		(~~104~~59	)		(5762	)
Other		(1422	)		(3—	)		(3860	)		(23	)
Unearned operating lease income		(119	)		~~(76~~71	)		(221	)		(8312	)
Net cash provided by operating activities		~~290~~91			~~348~~477			~~686~~777			~~627~~1,104
Investing activities:
Proceeds from sales of assets		45,802			3310			125,814			~~204~~214
Net cash provided by investing activities		45,802			3310			125,814			~~204~~214
Financing activities:
Net cash provided by financing activities		—			—			—			—
Cash transferred to liquidating trust		(6,840	)		—			(6,840	)		—
Net increase in cash and cash equivalents		294			381			698			831
Net cash used in financing activities		(6,840	)		—			(6,840	)		—
Cash and cash equivalents at beginning of period		653			946			249			496
Net (decrease) increase in cash and cash equivalents		(947	)		487			(249	)		1,318
Cash and cash equivalents at end of period	$	947		$	1,327		$	947		$	1,327
Cash and cash equivalents at beginning of period		947			1,327			249			496
Cash and cash equivalents at end of period	$	—		$	1,814		$	—		$	1,814
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes	$	3—		$	3—		$	3		$	3
Supplemental disclosures of non-cash transactions:
Distributions to Limited Partners accrued pursuant to Fund Liquidation	$	6,236		$	—		$	6,236		$	—
Net non-cash assets and liabilities transferred to Trust	$	4,176		$	—		$	4,176		$	—

See accompanying notes.

TABLE OF CONTENTS

ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. Organization and partnership matters:

ATEL Cash Distribution Fund V, L.P. (the “Partnership” or the “Fund”) was formed under the laws of the State of California in September 1992. The Partnership was formed ~~for~~to ~~the~~engage ~~purpose of engaging~~ in the sale of limited partnership investment units and ~~acquiring~~the acquisition of equipment to ~~engage~~utilize in equipment leasing and sales activities. The ~~Partnership may continue until December 31, 2013. The~~ General Partner of the Partnership iswas 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. ~~At June 30, 2012, 12,471,600 Units remained 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 additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (“Partnership Agreement”).

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

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

~~These~~The ~~unaudited~~Partnership ~~interim~~assets ~~financial statements should be read in conjunction with the financial statements~~ and ~~notes~~liabilities ~~thereto~~transferred ~~contained~~to in the ~~report~~Trust onat ~~Form~~September ~~10-K for the year ended December 31~~30, ~~2011,~~2012 ~~filed~~were ~~with~~as ~~the~~follows ~~Securities~~(in ~~and~~thousands): ~~Exchange Commission.~~

2. Summary of significant accounting policies:


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

~~Basis of presentation:~~7

~~The~~TABLE ~~accompanying~~OF unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year. CONTENTS

CertainATEL priorCASH periodDISTRIBUTION amountsFUND haveV, been reclassified to conform to the current period presentationL.P. TheseNOTES reclassificationsTO hadFINANCIAL noSTATEMENTS significant effect on the reported financial position or results from operations. (Unaudited)

Footnote1. andOrganization tabular amounts are presented in thousands, except as to Units and perpartnership Unitmatters: data.- (continued)

InThese ~~preparing the accompanying~~ unaudited interim financial statements, ~~the~~to ~~General~~be ~~Partner~~filed ~~has~~with ~~reviewed~~the ~~events~~Securities ~~that~~and ~~have~~Exchange ~~occurred~~Commission ~~after~~on ~~June~~Form ~~30,~~10-Q ~~2012,~~pursuant upto ~~until~~mandatory ~~the~~quarterly ~~issuance~~reporting ofrequirements, represent the ~~financial~~Fund’s ~~statements.~~final Inpublic ~~July~~filing ~~2012,~~as ~~pursuant~~the toPartnership anhas ~~ongoing~~terminated ~~liquidation~~its ofoperations ~~portfolio~~and ~~assets,~~transferred ~~the~~its ~~Fund~~net ~~completed~~assets to the ~~sale~~Trust. ofNonetheless, ~~approximately~~these aunaudited ~~third~~financial ofstatements ~~its~~should ~~June~~be ~~30,~~read ~~2012~~in ~~portfolio~~conjunction ofwith ~~assets~~the tofinancial ~~two~~statements ~~third~~and ~~party~~notes ~~lessors.~~thereto Itcontained isin the ~~General~~report ~~Partner’s~~on ~~intent~~Form to10-K ~~complete~~for anthe ~~orderly~~year ~~liquidation~~ended ofDecember ~~the~~31, ~~Fund’s~~2011, ~~remaining~~filed ~~portfolio~~with ofthe ~~assets~~Securities asand ~~soon~~Exchange ~~as reasonably practicable~~Commission.

7The Trust will continue to provide periodic financial statements to the Trust Interest Holders, as it finalizes the liquidation of Trust assets, settlement of accounts and makes liquidating distributions to Trust Interest Holders. The trust will prepare and have audited combined financial statements for the full year 2012 reflecting twelve months of combined Partnership and Trust operations.

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

ATEL CASH DISTRIBUTION FUND V, L2.P. NOTESSummary TOof FINANCIALsignificant STATEMENTS(Unaudited)accounting policies:

2.Basis Summary of significant accounting policiespresentation: - (continued)

~~Use~~The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of ~~estimates:~~the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature.

~~The~~Certain ~~preparation~~prior ofperiod ~~financial~~amounts ~~statements~~have inbeen ~~conformity~~reclassified ~~with~~to ~~GAAP~~conform ~~requires management~~ to ~~make estimates and assumptions that affect~~ the ~~reported~~current ~~amounts~~period ofpresentation. ~~assets~~These ~~and~~reclassifications ~~liabilities~~had ~~and~~no ~~disclosure~~significant ofeffect ~~contingent~~on ~~assets and liabilities at~~ the ~~date~~reported ~~of the~~ financial ~~statements~~position ~~and~~or ~~the reported amounts of revenues and expenses during the reporting period. Actual~~ results ~~could differ~~ from ~~those estimates~~operations. 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.

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

~~The~~In ~~Partnership~~preparing isthe ~~not~~accompanying ~~organized~~unaudited byfinancial ~~multiple~~statements, ~~operating~~the ~~segments~~General ~~for~~Partner ~~the~~has ~~purpose~~reviewed ofevents ~~making~~that ~~operating~~have ~~decisions~~occurred orafter ~~assessing~~September ~~performance.~~30, ~~Accordingly~~2012, the date the Partnership ~~operates~~ceased inoperations ~~one~~and ~~reportable~~transferred ~~operating~~its ~~segment~~net assets to the Trust, up until the date of issuance of the financial statements. No events were noted which would require additional disclosure in the ~~United~~footnotes ~~States~~to these financial statements, or adjustments hereto.

CertainUse of the Partnership’s lessee customers may have international operations. In these instances, the Partnership is aware that certain equipment, primarily railcars, may periodically exit the country. However, these lessee customers are based in the United States, and it is impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets are deployed. estimates:

The ~~primary~~preparation ~~geographic~~of ~~region~~financial statements in ~~which~~conformity ~~the~~with ~~Partnership~~GAAP ~~sought~~requires ~~leasing~~management ~~opportunities~~to ~~was~~make ~~North~~estimates ~~America.~~and ~~The~~assumptions ~~table~~that ~~below~~affect ~~summarizes~~the ~~geographic~~reported ~~information~~amounts ~~relating~~of toassets ~~the~~and ~~sources,~~liabilities byand ~~nation,~~disclosure of ~~the~~contingent ~~total~~assets ~~net~~and ~~revenues~~liabilities ~~for~~at the ~~six~~date ~~months~~of ~~ended~~the ~~June~~financial ~~30,~~statements ~~2012~~ and ~~2011,~~the ~~and~~reported ~~long-lived~~amounts ~~tangible~~of ~~assets~~revenues asand ofexpenses ~~June~~during ~~30,~~the ~~2012~~reporting ~~and~~period. ~~December~~Actual ~~31,~~results ~~2011~~could ~~(dollars~~differ infrom ~~thousands):~~those estimates.

	For the six months ended June 30,
	2012		% of Total			2011		% of Total
Revenue
United States	$	1,033		74	%	$	1,476		100	%
Canada		370		26	%		—		0	%
Total International		370		26	%		—		0	%
Total	$	1,403		100	%	$	1,476		100	%

Segment reporting:

	As of June 30,					As of December 31,
	2012		% of Total			2011		% of Total
Long-lived assets
United States	$	1,955		72	%	$	2,066		73	%
Canada		752		28	%		777		27	%
Total International		752		28	%		777		27	%
Total	$	2,707		100	%	$	2,843		100	%

The Partnership was not organized to operate in multiple segments for the purpose of making operating decisions or assessing performance. Accordingly, the Partnership operated in one reportable operating segment in the United States.

~~Per~~Certain ~~Unit~~of ~~data:~~the Partnership’s lessee customers may have had international operations. In those instances, the Partnership was aware that certain equipment, primarily railcars, may periodically exit the country. However, those lessee customers were based in the United States, and it was impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets were deployed.

~~Net~~The ~~income~~primary ~~and~~geographic ~~distributions~~region ~~per~~in ~~Unit~~which ~~are based upon~~ the ~~weighted~~Partnership ~~average~~sought ~~number~~leasing ofopportunities ~~Limited~~was ~~Partners’~~North ~~Units outstanding during the period~~America.

TABLE OF CONTENTS

ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

32. InvestmentSummary inof equipmentsignificant andaccounting leases, netpolicies: - (continued)

The ~~Partnership’s~~table ~~investments~~below insummarizes ~~equipment~~geographic ~~and~~information ~~leases~~relating ~~consist~~to the sources, by nation, of the ~~following~~total net revenues for the nine months ended September 30, 2012 and 2011, and long-lived tangible assets as of September 30, 2012 and December 31, 2011 (dollars in thousands):

	Balance December 31, 2011		Reclassifications & Additions/ Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance June 30, 2012
	For the nine months ended September 30,
Net investment in operating leases	$	2,829	$	(3	)	$	(133	)	$	2,693
	2012		% of Total			2011			% of Total
Assets held for sale or lease, net of accumulated depreciation of $5 at June 30, 2012 and December 31, 2011		14		—			—			14
Revenue
Total	$	2,843	$	(3	)	$	(133	)	$	2,707
United States	$	6,547		95	%	$	2,114			100	%
Canada		370		5	%		—			0	%
Total International		370		5	%		—			0	%
Total	$	6,917		100	%	$	2,114			100	%

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


	As of September 30,					As of December 31,
	2012		% of Total			2011		% of Total
Long-lived assets
United States	$	—		0	%	$	2,066		73	%
Canada		—		0	%		777		27	%
Total International		—		0	%		777		27	%
Total	$	—		0	%	$	2,843		100	%

~~Management periodically reviews the carrying values of its assets on leases and assets held for sale or lease.~~ As ~~a result~~ of ~~these~~September ~~reviews~~30, ~~management~~2012, ~~determined~~the ~~that~~Fund noceased ~~impairment~~operations ~~losses~~and ~~existed~~transferred ~~during~~its ~~the~~net ~~respective~~assets ~~six~~to ~~months~~the ~~ended June 30, 2012 and 2011~~Trust.

ThePer PartnershipUnit 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 was $66 thousand and $203 thousand for the respective three months ended June 30, 2012 and 2011, and was $133 thousand and $412 thousand for the respective six months ended June 30, 2012 and 2011. data:

~~All~~Net ofincome ~~the~~and ~~leased~~distributions ~~property~~per ~~was~~Unit ~~acquired~~were inbased upon the ~~years~~weighted ~~1993~~average ~~through~~number ~~2004~~of Limited Partners’ Units outstanding during the periods presented.

Operating3. Investment in equipment and leases, net:

~~Equipment~~The onPartnership’s ~~operating~~investments in equipment and leases ~~consists~~consist of the following (in thousands):

	Balance December 31, 2011			Reclassifications & Additions/ Dispositions			~~Reclassifications~~Depreciation/ Amortization Expense or ~~Dispositions~~Amortization of Leases			Balance ~~June~~September 30, 2012
Transportation, rail	$	16,379		$	—		$	(29	)	$	16,350
Net investment in operating leases	$	2,829		$	(2,642	)	$	(187	)	$	—
Containers		234			—			—			234
Assets held for sale or lease, net of accumulated depreciation of $0 at September 30, 2012 and $5 at December 31, 2011		14			(13	)		(1	)		—
		16,613			—			(29	)		16,584
Total	$	2,843		$	(2,655	)	$	(188	)	$	—
Less accumulated depreciation		(13,784	)		(133	)		26			(13,891	)
Total	$	2,829		$	(133	)	$	(3	)	$	2,693

TheImpairment averageof estimatedinvestments residualin value for assets on operating leases was 13% and 14% of the assets’ originalheld costfor atsale Juneor 30, 2012 and December 31, 2011, respectively. lease:

InManagement ~~July~~periodically ~~2012,~~reviewed ~~pursuant to an ongoing liquidation of portfolio assets,~~ the ~~Fund~~carrying ~~completed~~values ~~the sale~~ of ~~approximately a third of~~ its ~~June~~assets ~~30,~~on ~~2012~~leases ~~portfolio~~and of assets toheld ~~two~~for ~~third~~sale ~~party~~or ~~lessors~~lease. ItAs isa ~~the~~result ~~General~~of ~~Partner’s~~those ~~intent~~reviews, tomanagement ~~complete~~determined anthat ~~orderly~~no ~~liquidation~~impairment oflosses ~~the~~existed ~~Fund’s~~during ~~remaining~~the ~~portfolio~~respective ofnine ~~assets~~months asended ~~soon~~September as30, ~~reasonably~~2012 ~~practicable~~and 2011.

9The Partnership utilized 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 was $55 thousand and $190 thousand for the respective three months ended September 30, 2012 and 2011, and was $188 thousand and $602 thousand for the respective nine months ended September 30, 2012 and 2011.

~~TABLE~~All OFof ~~CONTENTS~~the leased property was acquired in the years 1993 through 2004.

~~ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS(Unaudited)~~9

3.TABLE ~~Investment~~OF ~~in equipment and leases, net: - (continued)~~CONTENTS

AtATEL JuneCASH 30,DISTRIBUTION 2012FUND V, theL.P. aggregateNOTES amountsTO ofFINANCIAL futureSTATEMENTS minimum lease payments under operating leases are as follows (in thousandsUnaudited):

	Operating Leases
Six months ending December 31, 2012	$	844
Year ending December 31, 2013		961
2014		807
2015		106
2016		36
2017		36
Thereafter		69
	$	2,859

3. Investment in equipment and leases, net: - (continued)

AsOperating 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. leases:

4.Equipment ~~Related~~on ~~party~~operating ~~transactions~~leases consists of the following (in thousands):

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.


	Balance December 31, 2011			Additions			Reclassifications or Dispositions			Balance September 30, 2012
Transportation, rail	$	16,379		$	—		$	(16,379	)	$	—
Containers		234			—			(234	)		—
		16,613			—			(16,613	)		—
Less accumulated depreciation		(13,784	)		(187	)		13,971			—
Total	$	2,829		$	(187	)	$	(2,642	)	$	—

The ~~Partnership~~average ~~Agreement~~estimated ~~allows~~residual value for ~~the~~assets ~~reimbursement~~on ofoperating ~~costs~~leases ~~incurred~~was by14% ~~AFS~~of ~~in providing administrative services to~~ the ~~Partnership.~~assets’ ~~Administrative~~original ~~services~~cost ~~provided~~at ~~include~~December ~~Partnership accounting~~31, ~~investor relations, legal counsel and lease and equipment documentation~~2011. ~~AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as acquisition and disposition of equipment.~~

~~Each~~As of ~~ATEL~~September ~~Leasing~~30, ~~Corporation~~2012, ~~(“ALC”)~~the Fund ceased operations and ~~AFS~~transferred isits anet ~~wholly-owned~~assets ~~subsidiary~~to the Trust. During the third quarter of ~~ATEL~~2012, ~~Capital~~the ~~Group~~Company ~~and~~continued ~~performs~~its ~~services~~liquidation ~~for~~of assets with multiple sales of railcars. Year-to-date, lease asset sales proceeds approximated $5.8 million with a related gain on such sales of $5.1 million primarily from the ~~Partnership~~third quarter transaction. ~~Acquisition~~By ~~services~~comparison, ~~equipment~~sales ~~management,~~of lease ~~administration~~assets ~~and~~resulted ~~asset~~in ~~disposition~~realized ~~services~~gains ~~are~~of ~~performed~~$7 bythousand ~~ALC;~~and ~~investor~~$197 ~~relations,~~thousand ~~communications~~for the three and ~~general~~nine ~~administrative~~months ~~services~~ended ~~are~~September ~~performed~~30, by2011, ~~AFS~~respectively.

~~Incentive~~The ~~management~~terms ~~fees~~of ~~are~~the ~~computed~~Partnership asAgreement 5%provided ofthat ~~distributions~~AFS ofand/or ~~cash~~affiliates ~~from~~were ~~operations,~~entitled asto ~~defined~~receive incertain ~~the~~fees ~~Partnership~~for ~~Agreement~~equipment acquisition, management and ~~equipment~~resale and for management ~~fees~~of ~~are~~the ~~computed~~Partnership. asIn 5%connection with the administration of ~~gross~~the ~~revenues~~Trust ~~from~~Assets, ~~operating~~the ~~leases~~Trustee, as ~~defined~~a infiduciary, ~~the~~shall ~~Partnership~~have ~~Agreement~~and ~~plus~~may 2%exercise ofthe ~~gross~~powers, ~~revenues~~authority ~~from~~and ~~full~~discretion, ~~payout~~consistent ~~leases,~~with asthe ~~defined~~powers inof the General Partner under the Partnership Agreement.

~~During~~The Partnership Agreement allowed for the ~~three~~reimbursement ~~and~~of ~~six~~costs ~~months~~incurred ~~ended~~by ~~June~~AFS ~~30,~~in ~~2012~~providing ~~and~~administrative ~~2011,~~services ~~AFS~~to ~~and/or~~the ~~affiliates~~Partnership. ~~earned~~Administrative ~~fees~~services ~~and~~provided ~~commissions~~include Partnership accounting, investor relations, legal counsel and ~~billed~~lease and equipment documentation. AFS was not reimbursed for ~~reimbursements~~services ~~pursuant~~whereby it was entitled to ~~the~~receive ~~Partnership~~a ~~Agreement~~separate fee as ~~follows~~compensation ~~(in~~for ~~thousands):~~such services, such as acquisition and disposition of equipment.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Cost reimbursements to General Partner	$	60	$	60	$	116	$	128
Equipment and incentive management fees to General Partner		15		20		31		39
	$	75	$	80	$	147	$	167

Each of ATEL Leasing Corporation (“ALC”) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership and successor Trust. 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.

10Cost reimbursements to the General Partner and successor Trustee 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 managed assets, number of investors or contributed capital based upon the type of cost incurred.

~~TABLE~~Incentive OFmanagement ~~CONTENTS~~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 plus 2% of gross revenues from full payout leases both as defined in the Partnership Agreement.

~~ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS(Unaudited)~~10

5.TABLE ~~Guarantees:~~OF CONTENTS

TheATEL PartnershipCASH entersDISTRIBUTION intoFUND contractsV, that contain a variety of indemnificationsL. The Partnership’s maximum exposure under these arrangements is unknownP. However,NOTES theTO PartnershipFINANCIAL hasSTATEMENTS not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. (Unaudited)

6.During ~~Partners’~~the ~~capital~~three and nine months ended September 30, 2012 and 2011, AFS and/or affiliates earned fees and commissions, and billed for reimbursements pursuant to the Partnership Agreement as follows (in thousands):

As of June 30, 2012 and December 31, 2011, 12,471,600 Units remained issued and outstanding (including the 50 Units issued to the Initial Limited Partners).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Cost reimbursements to General Partner	$	54	$	60	$	170	$	188
Equipment and incentive management fees to General Partner		58		18		89		57
	$	112	$	78	$	259	$	245

The Partnership has the right, exercisable at the General Partner’s discretion, but not the obligation, to repurchase Units of a Unitholder who ceases to be a U5.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 Unitholder with respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs. Guarantees:

AsThe ~~defined in the Limited~~ Partnership ~~Agreement,~~entered ~~the~~into ~~Partnership’s~~contracts ~~Net~~that ~~Income,~~contain ~~Net~~a ~~Losses,~~variety ~~and~~of ~~Tax~~indemnifications. ~~Credits~~The ~~are~~Partnership’s tomaximum beexposure ~~allocated~~under ~~99%~~these toarrangements ~~the~~is ~~Limited Partners and 1% to AFS~~unknown. ~~The~~However, ~~Limited~~the Partnership ~~Agreement~~has ~~allows~~not ~~the~~had ~~Partnership~~prior toclaims ~~make~~or anlosses ~~allocation~~pursuant ~~of income~~ to ~~AFS~~these incontracts ~~order~~and toexpects ~~maintain~~ the ~~capital~~risk ~~account~~ of ~~AFS~~loss atto ~~zero.~~be ~~There were no such allocations made during the respective three and six months periods ended June 30, 2012 and 2011~~remote.

AsThe ~~defined~~General inPartner ~~the~~knows ~~Limited~~of no facts or circumstances that would make the Partnership’s, ~~Agreement~~and successor Trust’s, ~~available~~contractual ~~Cash~~commitments ~~from~~outside ~~Operations~~standard ~~and~~mutual ~~Cash~~covenants ~~from~~applicable ~~Sales~~to commercial transactions between businesses. Accordingly, the Partnership believes that these indemnification obligations were made in the ordinary course of business as part of standard commercial and ~~Refinancing~~industry ~~are~~practice, and that any potential liability under the Partnership’s similar commitments is remote. With the transfer of the Fund’s net assets to the Trust, any indemnification obligation which may become payable will be borne ~~distributed~~by the Trust, separately recorded and/or disclosed as ~~follows:~~a liability in accordance with GAAP.

First,6. 5%Partners’ of Distributions of Cash from Operations to AFS as Incentive Management Fee; capital:

~~Second,~~At ~~the~~December ~~balance~~31, to2011, ~~the~~12,471,600 ~~Limited~~Units ~~Partners~~remained ~~until~~issued ~~the~~and ~~Limited~~outstanding ~~Partners~~(including ~~have~~the ~~received~~50 ~~Aggregate~~Units ~~Distributions~~issued ~~in an amount equal~~ to ~~their~~the ~~Original~~Initial ~~Invested~~Limited ~~Capital,~~Partners). asEffective ~~defined,~~with ~~plus~~the atransfer ~~10%~~of ~~per~~net ~~annum~~assets ~~cumulative~~to ~~(compounded~~the ~~daily)~~Trust, ~~return~~all onUnitholder ~~their~~interests ~~Adjusted~~were ~~Invested~~transferred ~~Capital;~~thereto.

~~Third~~The Partnership had the right, ~~AFS~~exercisable ~~will~~at ~~receive~~the asGeneral ~~Incentive~~Partner’s ~~Management~~discretion, ~~Compensation~~but not the obligation, to repurchase Units of a Unitholder who ceases to be a U.S. Citizen, for a price equal to 100% of the ~~following:~~holder’s capital account. The Partnership was otherwise permitted, but not required, to repurchase Units upon a holder’s request. The repurchase of Fund Units was made in accordance with Section 13 of the Amended and Restated Agreement of Limited Partnership. The repurchase would have been at the discretion of the General Partner on terms it determined to be appropriate under given circumstances, in the event that the General Partner deemed such repurchase to be in the best interest of the Partnership; provided, the Partnership was never required to repurchase any Units. Upon the repurchase of any Units by the Fund, the tendered Units were cancelled. Units repurchased in prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the Unitholder with respect to the Units. All Units repurchased during a quarter were deemed to be repurchased effective the last day of the preceding quarter, and were 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.

~~(A)~~As 10defined in the Limited Partnership Agreement, the Partnership’s Net Income, Net Losses, and Tax Credits were to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allowed the Partnership to make an allocation of ~~remaining~~income ~~Cash~~to ~~from~~AFS ~~Operations~~in ~~and~~order to maintain the capital account of AFS at zero.

~~(B) 15% of remaining Cash from Sales or Refinancing; and~~ 11

~~Fourth,~~TABLE ~~the~~OF ~~balance to the Limited Partners.~~ CONTENTS

ThereATEL wereCASH noDISTRIBUTION distributionsFUND paidV, toL.P. theNOTES LimitedTO PartnersFINANCIAL duringSTATEMENTS the three and six months ended June 30, 2012 and 2011. (Unaudited)

116. Partners’ capital: - (continued)

~~TABLE~~As OFdefined ~~CONTENTS~~in the Limited Partnership Agreement, available Cash from Operations and Cash from Sales and Refinancing were to be distributed as follows:

~~Item~~First, 2.5% ~~Management’s~~of ~~Discussion~~Distributions ~~and~~of ~~Analysis~~Cash offrom ~~Financial~~Operations ~~Condition~~to ~~and~~AFS ~~Results~~as ofIncentive ~~Operations.~~Management Fee;

~~Statements contained in this Item 2~~Second, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (“MD&A”) and elsewhere in this Form 10-Q, 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~~balance 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~~Limited ofPartners ~~its~~until ~~lessees. The Partnership’s performance is also subject to risks relating to~~ the ~~value~~Limited ofPartners ~~its~~have ~~equipment~~received atAggregate ~~the~~Distributions ~~end~~in ofan ~~its~~amount ~~leases,~~equal ~~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~~their ~~undue~~Original ~~certainty~~Invested ~~to these forward-looking statements~~Capital, ~~which speak only~~ as ofdefined, ~~the~~plus ~~date~~a ~~of this Form~~ 10~~-Q.~~% Weper ~~undertake~~annum nocumulative ~~obligation~~(compounded todaily) ~~publicly~~return ~~release~~on ~~any~~their ~~revisions~~Adjusted toInvested ~~these~~Capital; ~~forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.~~

~~Overview~~Third, AFS was to receive as Incentive Management Compensation, the following:

~~ATEL Cash Distribution Fund V, L.P.~~ (~~the “Partnership”~~A) is10% ~~a California partnership that was formed in September 1992 for the purpose~~ of ~~engaging~~remaining inCash ~~the sale of limited liability investment units and acquiring equipment to generate revenues~~ from ~~equipment~~Operations ~~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”~~B), at15% ~~a price~~ of ~~$10~~remaining ~~per~~Cash ~~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~~Sales ~~public~~or ~~offering~~Refinancing; 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~~Fourth, ~~2013.~~the ~~However,~~balance ~~pursuant~~ to the ~~guidelines of the~~ Limited Partnership Agreement (“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 2000Partners.

AsThere ofwere ~~June~~no ~~30,~~distributions ~~2012,~~paid to the ~~Partnership~~Limited ~~remains~~Partners induring ~~its~~the ~~liquidation~~three ~~phase. Accordingly, assets that mature will be returned to inventory~~ and ~~most~~nine ~~likely~~months ~~will~~ended beSeptember ~~subsequently sold~~30, ~~which~~2012 ~~will~~and ~~result in decreasing revenue as earning assets decrease~~2011. ~~The Partnership continues to generally make distributions on an annual basis or at the discretion of the General Partner.~~

~~Results~~As discussed in Note 1, as of ~~Operations~~September 30, 2012, the Partnership ceased operations and transferred its net assets to a liquidating trust (the “Trust”). The Trust was formed to liquidate the remaining Trust Assets, pay or otherwise satisfy any remaining or contingent liabilities of the Partnership, including payment of the administrative costs of the Trust, and distribute any balance to the Unitholders (as Trust Interest Holders) upon termination of the Trust.

~~The~~A ~~three~~distribution ~~months~~of ~~ended~~$6.2 ~~June~~million, or $.50 per Unit, was accrued at September 30, 2012 ~~versus~~and will be paid to Unitholder interests during the ~~three~~fourth ~~months~~quarter ~~ended~~of ~~June~~2012 ~~30,~~pursuant ~~2011~~to the ongoing liquidation of the Trust.

The Partnership had net income of $326 thousand and $232 thousand for the three months ended June 30, 2012 and 2011, respectively. The results for the second quarter of 2012 reflect a decrease in total operating expenses and a slight increase in total revenues when compared to the prior year period. 12

~~Revenues~~TABLE OF CONTENTS

TotalItem revenues2. forManagement’s theDiscussion secondand quarterAnalysis of 2012Financial increasedCondition byand $8Results thousand, or 1%, as compared to the prior year period. The increase was largely due to a $34 thousand increase in operating lease revenue offset by a $26 thousand decrease in gain on sales of leased assetsOperations.

~~Operating~~Statements ~~lease~~contained ~~revenue~~in ~~increased~~this ~~mainly~~Item ~~due~~2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (“MD&A”) and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to ~~higher~~risks ~~rates~~and ~~realized~~uncertainties onthat ~~certain~~could ~~leased~~cause ~~assets~~actual results to differ materially from those projected. In particular, the economic recession and achanges ~~period~~in ~~over~~general ~~period~~economic ~~increase~~conditions, including, fluctuations in ~~usage-based~~demand ~~rental~~for ~~revenue~~equipment, ~~offset~~lease rates, and interest rates, may result in ~~part~~delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Partnership’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Partnership’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the ~~impact~~condition of ~~continued~~the ~~sales~~equipment, technological obsolescence and the markets for new and used equipment at the end of lease ~~assets~~terms. ~~during~~Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the ~~liquidation~~date ~~stage~~of this Form 10-Q. 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-Q or to reflect the ~~Partnership~~occurrence of unanticipated events, other than as required by law.

The decrease in gain on sales of lease assets was largely a result of the lower volume of equipment sold during the second quarter of 2012. A total of 2 containers were sold during the current year period as compared to sales of 8 containers and 2 railcars during the prior year period. Overview

12ATEL Cash Distribution Fund V, L.P. (the “Partnership” or the “Fund”) was formed under the laws of the State of California in September 1992. The Partnership was formed to engage in the sale of limited partnership investment units and the acquisition of equipment to utilize in equipment leasing and sales activities. The General Partner of the Partnership was ATEL Financial Services, LLC (“AFS”), a California limited liability company. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

~~TABLE~~The OFPartnership ~~CONTENTS~~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.

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

~~Total~~The ~~expenses~~Partnership ~~for~~assets ~~the~~and ~~second~~liabilities ~~quarter~~transferred ~~of 2012 decreased by $86 thousand, or 19%, as compared~~ to the ~~prior~~Trust ~~year~~at ~~period.~~September ~~The net reduction in expenses was primarily a result of a decrease in depreciation expense offset~~30, in2012 ~~part,~~are byas anfollows ~~increase~~ (in ~~railcar~~thousands): ~~maintenance.~~

Depreciation expense was reduced by $137 thousand, or 67%, largely due to an increase in the number of assets that have been fully depreciated since the second quarter of 2011, combined with asset sales and dispositions. Railcar maintenance expense was higher by $59 thousand primarily due to increased material and labor costs.


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

~~The~~These ~~six~~unaudited ~~months~~interim ~~ended~~financial ~~June 30~~statements, ~~2012~~to ~~versus~~be filed with the ~~six~~Securities ~~months~~and ~~ended~~Exchange ~~June~~Commission 30on Form 10-Q pursuant to mandatory quarterly reporting requirements, ~~2011~~represent the Fund’s final public filing as the Partnership has terminated its operations and transferred its net assets to the Trust. The Trust will continue to provide periodic financial

The Partnership had net income of $665 thousand and $584 thousand for the six months ended June 30, 2012 and 2011, respectively. The results for the first half of 2012 reflect decreases in both total operating expenses and total revenues when compared to the prior year period. 13

~~Revenues~~TABLE OF CONTENTS

~~Total~~statements ~~revenues~~to ~~for~~ the ~~first~~Trust ~~half~~Interest ofHolders, ~~2012~~as ~~decreased~~it byfinalizes ~~$73~~the ~~thousand,~~liquidation orof 5%Fund assets, assettlement ~~compared~~of toaccounts ~~the~~and ~~prior~~makes ~~year~~liquidating ~~period.~~distributions ~~The~~to ~~decrease~~Trust ~~was~~Interest ~~largely~~Holders. ~~due~~The toTrust awill ~~$181~~have ~~thousand~~prepared ~~decrease~~and inaudited ~~gains~~combined onFund ~~sales~~and ofTrust ~~lease~~financial ~~assets~~statements ~~offset,~~reflecting ina ~~part,~~full byyear atwelve ~~$109~~months ~~thousand~~of ~~increase~~combined inFund ~~operating~~and ~~lease~~Trust ~~revenue~~operations for 2012.

TheResults decrease in gain on sales of lease assets was largely a result of the lower volume of equipment sold during the first half of 2012. A total of 6 containers were sold during the current year period as compared to sales of 24 containers and 16 railcars during the prior year period. Operations

OperatingThe leasethree revenuemonths increasedended mainlySeptember due to a period over period increase in usage-based rental revenue and higher rates realized on certain leased assets offset30, in2012 part,versus by the impactthree ofmonths continuedended salesSeptember of30, lease assets during the liquidation stage of the Partnership. 2011

~~Expenses~~The Partnership had net income of $5.2 million and $205 thousand for the three months ended September 30, 2012 and 2011, respectively. The results for the third quarter of 2012 reflect a significant increase in total revenues coupled with a decrease in total operating expenses when compared to the prior year period.

Total expenses for the first half of 2012 decreased by $154 thousand, or 17%, as compared to the prior year period. The net reduction in expenses was mainly due to a decrease in depreciation expense offset, in part, by an increase in railcar maintenance. Revenues

~~Depreciation~~Total ~~expense~~revenues ~~was~~for ~~reduced~~the bythird ~~$279~~quarter ~~thousand,~~of or2012 ~~68%,~~increased ~~largely~~by ~~due~~$4.9 tomillion ancompared ~~increase~~to in the ~~number~~prior ofyear ~~assets that have been fully depreciated since June 30, 2011, combined with asset sales and dispositions~~period. The increase inwas ~~railcar~~a ~~maintenance~~result ~~expense~~of ~~totaled~~an ~~$132~~increase ~~thousand~~in ~~and~~gains ~~was~~recognized ~~mainly~~on ~~associated~~sales ~~with costs~~ of ~~preparing~~leased ~~certain~~assets ~~railcars~~partially ~~for~~offset ~~deployment~~by ~~under~~ a ~~new~~decline ~~lease~~in ~~term,~~operating ~~and~~lease ~~higher overall material and labor costs~~revenues.

~~Capital~~Gain ~~Resources~~on sales of lease assets increased by $5.0 million largely due to the volume of equipment sold. Pursuant to an ongoing liquidation of portfolio assets, the Fund completed the sale of 270 railcars and ~~Liquidity~~39 containers during the current year period. This compares to sales of 6 containers during the prior year period. As of September 30, 2012, the Fund transferred all of its remaining assets to the Trust.

AtOperating ~~June~~lease ~~30,~~revenues ~~2012~~decreased ~~and~~mainly ~~December~~due ~~31,~~to ~~2011,~~ the ~~Partnership’s~~impact ~~cash~~of ~~and~~continued ~~cash~~run-off ~~equivalents totaled $947 thousand~~ and ~~$249~~sales ~~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~~assets.

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. Expenses

IfTotal ~~inflation~~expenses infor the ~~general~~third ~~economy~~quarter ~~becomes significant, it may affect the Partnership in as much as the residual (resale) values~~ of ~~the~~2012 ~~Partnership’s~~decreased ~~leased~~by ~~assets~~$158 ~~may~~thousand ~~increase~~compared asto the ~~costs~~prior ofyear ~~similar assets increase~~period. ~~However,~~The ~~the~~36% ~~Partnership’s~~net ~~revenues~~reduction ~~from~~in ~~existing~~expenses ~~leases~~was ~~would~~primarily ~~not~~a ~~increase~~result ~~as such rates are generally fixed for the terms~~ of ~~the~~decreases ~~leases~~in ~~without~~depreciation ~~adjustment~~expense ~~for~~and ~~inflation.~~railcar Inmaintenance ~~addition,~~costs ~~if interest rates increase significantly under such circumstances~~offset, ~~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~~by ~~not~~an beincrease ~~affected~~in byincentive ~~changes~~fees inpayabe ~~interest~~to ~~rates~~AFS.

13The decrease in depreciation expense totaled $135 thousand and was primarily due to an increase in the number of assets that have been fully depreciated since the third quarter of 2011 and the sale of 270 railcars during the third quarter, of which 196 were sold on July 2, 2012. The decrease in railcar maintenance costs totaled $61 thousand and was largely due to continued sales of railcars pursuant to the Fund’s ongoing liquidation.

~~TABLE~~Partially OFoffsetting ~~CONTENTS~~the aforementioned decreases in expenses was a $40 thousand increase in incentive fees relative to the distributions accrued at September 30, 2012 which will be paid to Unitholder interests during the fourth quarter of 2012 pursuant to the ongoing liquidation of the Trust.

The Partnershipnine currentlymonths believesended itSeptember has30, available2012 adequateversus reserves to meet its immediate cash requirements and those of the nextnine twelve months, butended inSeptember the event those reserves were found to be inadequate30, 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. 2011

~~Cash~~The ~~Flows~~Partnership had net income of $5.9 million and $789 thousand for the nine months ended September 30, 2012 and 2011, respectively. The results for the first nine months of 2012 reflect an increase in total revenues coupled with a decrease in total operating expenses when compared to the prior year period.

The following table sets forth summary cash flow data (in thousands): Revenues

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Net cash provided by:
Operating activities	$	290	$	348	$	686	$	627
Investing activities		4		33		12		204
Financing activities		—		—		—		—
Net increase in cash and cash equivalents	$	294	$	381	$	698	$	831

Total revenues for the first nine months of 2012 increased by $4.8 million compared to the prior year period. The increase was a result of an increase in gains recognized on sales of leased assets partially offset by a decline in operating lease revenues.

Gain on sales of lease assets increased by $4.9 million largely due to the volume of equipment sold. The ~~three~~Fund ~~months~~completed ~~ended~~the ~~June~~sale ~~30,~~of ~~2012~~270 ~~versus~~railcars and 45 containers during the ~~three~~first nine months ~~ended~~of ~~June~~2012 as compared to sales of 30, ~~2011~~containers and 16 railcars during the prior year period.

~~During~~Operating ~~the~~lease ~~three~~revenue ~~months~~decreased ~~ended~~mainly ~~June~~due ~~30,~~to ~~2012 and 2011,~~ the ~~Partnership’s~~impact ~~primary sources~~ of ~~liquidity~~continued ~~were~~run-off ~~cash~~and ~~flows~~sales ~~from its portfolio~~ of ~~operating~~ lease ~~contracts and proceeds from lease asset sales~~assets. ~~During the same periods, cash was primarily used to pay invoices related to General Partner fees and expenses, and other payables.~~

The Partnership had no financing activity during the second quarters of 2012 and 2011. As the Fund is in its liquidation phase, any future financing activity is anticipated to only include distributions to Partners. 14

~~The~~TABLE ~~six~~OF ~~months ended June 30, 2012 versus the six months ended June 30, 2011~~CONTENTS

During the six months ended June 30, 2012 and 2011, the Partnership’s primary sources of liquidity were cash flows from its portfolio of operating lease contracts and proceeds from lease asset sales. During the same periods, cash was primarily used to pay invoices related to General Partner fees and expenses, and other payables. The Partnership had no financing activity during the first six months of 2012 and 2011. Expenses

~~Distributions~~Total expenses for the first nine months of 2012 decreased by $312 thousand compared to the prior year period. The 24% net reduction in expenses was mainly due to a decrease in depreciation expense offset, in part, by increases in railcar maintenance costs and management fees payable to AFS.

~~The~~Depreciation ~~Partnership~~expense ~~commenced~~was ~~periodic~~reduced ~~distributions,~~by ~~based~~$414 onthousand, ~~cash~~or ~~flows from operations~~69%, ~~beginning~~largely ~~with~~due ~~the~~to ~~second~~an ~~quarter~~increase ofin ~~1993. During its liquidation phase,~~ the ~~rates~~number ~~and frequency~~ of ~~periodic~~assets ~~distributions~~that ~~paid~~have bybeen ~~the~~fully ~~Fund~~depreciated ~~are~~since ~~solely~~September at30, ~~the~~2011 ~~discretion~~and ofasset ~~the~~sales ~~General~~and ~~Partner~~dispositions.

~~Commitments~~The increase in railcar maintenance expense totaled $71 thousand and ~~Contingencies~~was mainly associated with costs of preparing certain railcars for deployment under a new lease term, and ~~Off-Balance~~higher ~~Sheet~~overall ~~Transactions~~material and labor costs partially offset by the impact of continued sales of railcars as the Fund liquidates its asset portfolio. The increase in incentive fees payable to AFS totaled $32 thousand and was associated with the distributions accrued at September 30, 2012 which will be paid to Unitholder interests during the fourth quarter of 2012 pursuant to the ongoing liquidation of the Trust.

CommitmentsCapital Resources and ContingenciesLiquidity

AtAs ~~June~~of September 30, 2012, the ~~Partnership~~Fund ~~had~~ceased nooperations ~~commitments~~and totransferred ~~purchase~~its ~~lease~~net assets ~~and pursuant~~ to the ~~Partnership Agreement, the Partnership will no longer purchase any new lease assets~~Trust.

~~Off-Balance~~Prior ~~Sheet~~to ~~Transactions~~the transfer of net assets, the liquidity of the Partnership varied, 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.

~~None~~The primary source of liquidity for the Partnership has been its cash flow from leasing activities and sales of lease assets.

CriticalCash Accounting Policies and EstimatesFlows

The ~~preparation~~following oftable ~~financial~~sets ~~statements~~forth insummary ~~accordance~~cash ~~with~~flow ~~accounting~~data ~~principles generally accepted~~ (in ~~the~~thousands): United States of America 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. On an on-going basis, the Partnership evaluates its estimates, which are based upon historical experiences, market trends and financial forecasts, and upon various other assumptions that management believes to be reasonable under the circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions.


	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2011		2012			2011
Net cash provided by (used in):
Operating activities	$	91		$	477	$	777		$	1,104
Investing activities		5,802			10		5,814			214
Financing activities		(6,840	)		—		(6,840	)		—
Net (decrease) increase in cash and cash equivalents	$	(947	)	$	487	$	(249	)	$	1,318

TABLEThe OFthree CONTENTSand nine months ended September 30, 2012 versus the three and nine months ended September 30, 2011

~~The~~During the three and nine months ended September 30, 2012 and 2011, the Partnership’s ~~critical~~primary ~~accounting~~sources ~~policies~~of ~~are~~liquidity ~~described~~were incash flows from its ~~Annual~~portfolio ~~Report~~of onoperating ~~Form~~lease ~~10-K~~contracts ~~for~~and ~~the~~proceeds ~~year~~from ~~ended~~lease ~~December~~asset 31sales. During the same periods, ~~2011.~~cash ~~There~~was ~~have~~primarily ~~been~~used noto ~~material~~pay ~~changes~~invoices related to ~~the~~General ~~Partnership’s~~Partner ~~critical~~fees ~~accounting~~and ~~policies~~expenses, ~~since~~and ~~December~~other 31payables. As of September 30, ~~2011~~2012, the Fund ceased operations and cash totaling $6.8 million was transferred to the Trust.

Item 4. Controls and Procedures.Distributions

~~Evaluation~~The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the second quarter of ~~disclosure~~1993. ~~controls~~A distribution of $6.2 million was accrued at September 30, 2012 and ~~procedures~~will be paid to Trust Interest Holders during the fourth quarter of 2012 pursuant to the ongoing liquidation of the Trust.

TheCommitments Partnership’s General Partner’s President and ChiefContingencies 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 13aOff-15(e))Balance asSheet 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. Transactions

TheCommitments Partnership does not control the financial reporting process, and is solely dependent on the Management of the General Partner, which 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 applicable to the Partnership, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Contingencies

~~Changes~~None. ~~in internal control~~

ThereOff-Balance wereSheet no changes in the General Partner’s internal control over financial reporting, as it is applicable to the Partnership, during the quarter ended June 30, 2012 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.Transactions

15None.

~~TABLE OF CONTENTS~~15

TABLE OF CONTENTS

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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. On an on-going basis, the Partnership evaluates its estimates, which are based upon historical experiences, market trends and financial forecasts, and upon various other assumptions that management believes to be reasonable under the circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions.

The Partnership’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2011. There have been no material changes to the Partnership’s critical accounting policies since December 31, 2011.

Item 4. 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, which 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 applicable to the Partnership, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

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 September 30, 2012 that have materially affected, or were reasonably likely to materially affect, the General Partner’s internal control over financial reporting, as it is applicable to the Partnership.

TABLE OF CONTENTS

PART II. OTHER INFORMATION

Item 1. 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Documents filed as a part of this report:

1. Financial Statement Schedules

All other 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 not applicable, and therefore have been omitted.

Other Exhibits

31.1 Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash 31.2 Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi 32.1 Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash 32.2 Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi


31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi
32.1		Certification Pursuant to 18U.S.C. section 1350 of Dean L. Cash
32.2		Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

16* In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~August~~November 13, 2012

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)

1718

Form 10-Q

For the quarterly period ended JuneSeptember 30, 2012

For the transition period from to

Commission File number 000-23842

ATEL Cash Distribution Fund V, L.P.

DOCUMENTS INCORPORATED BY REFERENCE

Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P. Index

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CASH DISTRIBUTION FUND V, L.P. BALANCE SHEETS JUNE (FINAL) SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 (In Thousands) (Unaudited)

ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF INCOME (FINAL) FOR THE THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2012 AND 2011 (In Thousands Except for Units and Per Unit Data) (Unaudited)

ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (FINAL) FOR THE YEAR ENDED DECEMBER 31, 2011 AND FOR THE SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2012 (In Thousands Except for Units and Per Unit Data) (Unaudited)

ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF CASH FLOWS (FINAL) FOR THE THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2012 AND 2011 (In Thousands) (Unaudited)

ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. Organization and partnership matters:

2. Summary of significant accounting policies:

CertainATEL priorCASH periodDISTRIBUTION amountsFUND haveV, been reclassified to conform to the current period presentationL.P. TheseNOTES reclassificationsTO hadFINANCIAL noSTATEMENTS significant effect on the reported financial position or results from operations. (Unaudited)

Footnote1. andOrganization tabular amounts are presented in thousands, except as to Units and perpartnership Unitmatters: data.- (continued)

ATEL CASH DISTRIBUTION FUND V, L2.P. NOTESSummary TOof FINANCIALsignificant STATEMENTS(Unaudited)accounting policies:

2.Basis Summary of significant accounting policiespresentation: - (continued)

Segment reporting:

ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

32. InvestmentSummary inof equipmentsignificant andaccounting leases, netpolicies: - (continued)

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

Operating3. Investment in equipment and leases, net:

TheImpairment averageof estimatedinvestments residualin value for assets on operating leases was 13% and 14% of the assets’ originalheld costfor atsale Juneor 30, 2012 and December 31, 2011, respectively. lease:

AtATEL JuneCASH 30,DISTRIBUTION 2012FUND V, theL.P. aggregateNOTES amountsTO ofFINANCIAL futureSTATEMENTS minimum lease payments under operating leases are as follows (in thousandsUnaudited):

3. Investment in equipment and leases, net: - (continued)

AsOperating 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. leases:

First,6. 5%Partners’ of Distributions of Cash from Operations to AFS as Incentive Management Fee; capital:

ThereATEL wereCASH noDISTRIBUTION distributionsFUND paidV, toL.P. theNOTES LimitedTO PartnersFINANCIAL duringSTATEMENTS the three and six months ended June 30, 2012 and 2011. (Unaudited)

116. Partners’ capital: - (continued)

The decrease in gain on sales of lease assets was largely a result of the lower volume of equipment sold during the second quarter of 2012. A total of 2 containers were sold during the current year period as compared to sales of 8 containers and 2 railcars during the prior year period. Overview

Total expenses for the first half of 2012 decreased by $154 thousand, or 17%, as compared to the prior year period. The net reduction in expenses was mainly due to a decrease in depreciation expense offset, in part, by an increase in railcar maintenance. Revenues

The following table sets forth summary cash flow data (in thousands): Revenues

CommitmentsCapital Resources and ContingenciesLiquidity

CriticalCash Accounting Policies and EstimatesFlows

TABLEThe OFthree CONTENTSand nine months ended September 30, 2012 versus the three and nine months ended September 30, 2011

Item 4. Controls and Procedures.Distributions

Critical Accounting Policies and Estimates

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Changes in internal control

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Item 3. Defaults Upon Senior Securities.

Item 4. Mine Safety Disclosures.

Item 5. Other Information.

Item 6. Exhibits.

SIGNATURES

ATEL CASH DISTRIBUTION FUND V, L.P.

Index

Filing Compare · ATEL CASH DISTRIBUTION FUND V L P