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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-KSB



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

For the year ended December 31, 2006



| ̈ | 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



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ATEL Cash Distribution Fund V,
L.P.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                       
|-------------------------------------------------------------- |  | --------------------------------------
|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

(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



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Check whether the issuer is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934. ̈

Check whether the issuer (1) 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 ̈No  x

Check if
there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.  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  x

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 issuers revenues for the most recent fiscal year: $2,939,279.

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 Liability
Company Units outstanding as of June 30, 2007 was 12,471,600.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business disclosure Format (check
one):    Yes ̈No  x:



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PART I



|Item 1. | BUSINESS
|------- | --------

General Development of Business

ATEL Cash Distribution Fund V, L.P. (the Partnership) 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 corporation. 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 $1,200,000, had been
received. On that date, the Partnership commenced operations in its primary business (leasing activities). As of November 15, 1994, the Partnership had received and accepted subscriptions for 12,500,000, or $125,000,000 in addition to the
Initial Limited Partners Units and the offering was terminated. As of December 31, 2006, 12,471,600 Units were issued and outstanding.

The
Partnerships principal objectives are to invest in a diversified portfolio of equipment that: (i) preserve, protect and return the Partnerships invested capital; (ii) generate 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) which ended December 31,
2000; and (iii) provide significant distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement.

As of December 31, 2006, the Partnership is in the final stages of its liquidation phase as defined by the Limited Partnership Agreement.

Narrative Description of Business

The Partnership acquired
various types of equipment and leases such equipment pursuant to operating leases and full payout leases, whereby operating leases are defined as being leases in which the minimum lease payments during the initial lease term do not recover the full
cost of the equipment and full payout leases recover such cost. Guidelines provided by AFS 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 for which a lease existed or for which a lease would be entered into at the time of the purchase. The Partnership has 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 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.



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Certain lessees generated significant portions of the Partnerships total lease revenues as follows:



|                       |  |                   |  |                                    |   |  |      |  
|---------------------- |  | ----------------- |  | ---------------------------------- | - |  | ---- | -
|                       |  |                   |  | Percentage of Total Lease Revenues |  
|Lessee                 |  | Type of Equipment |  | 2006                               |   |  | 2005 |  
|Union Pacific Railroad |  | Railcars          |  | 30                                 | % |  | 33   | %
|Interstate             |  | Railcars          |  | 20                                 | % |  | *    |  
|Central States         |  | Railcars          |  | 15                                 | % |  | *    |  
|Union Carbide          |  | Mining            |  | 10                                 | % |  | *    |  

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|* | 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 and type of equipment. 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 limited partnership to AFS per Limited Partnership Agreement.

Equipment Leasing Activities

The Partnership has acquired a diversified portfolio of equipment. The equipment
has been leased to lessees in various industries. The following tables set forth the types of equipment acquired by the Partnership through December 31, 2006 and the industries to which the assets have been leased.



|                                                    |  |                                           |             |                                  |        |  
|--------------------------------------------------- |  | ----------------------------------------- | ----------- | -------------------------------- | ------ | -
|Asset Types                                         |  | Purchase Price Excluding Acquisition Fees |             | Percentage of Total Acquisitions |       
|Transportation, over-the-raod tractors and trailers |  | $                                         | 34,793,123  |                                  | 18.55  | %
|Furniture, fixtures and office equipment            |  |                                           | 24,145,180  |                                  | 12.88  | %
|Transportation, other                               |  |                                           | 18,454,853  |                                  | 9.84   | %
|Mining equipment                                    |  |                                           | 15,986,308  |                                  | 8.53   | %
|Transportation, intermodal containers               |  |                                           | 15,484,688  |                                  | 8.26   | %
|Construction                                        |  |                                           | 15,335,327  |                                  | 8.18   | %
|Material handling                                   |  |                                           | 14,469,358  |                                  | 7.72   | %
|Railroad locamotives                                |  |                                           | 12,350,000  |                                  | 6.59   | %
|Earth moving                                        |  |                                           | 11,943,745  |                                  | 6.37   | %
|Transporation, rail cars                            |  |                                           | 7,456,000   |                                  | 3.98   | %
|Printing                                            |  |                                           | 4,707,508   |                                  | 2.49   | %
|Other *                                             |  |                                           | 12,391,672  |                                  | 6.61   | %
|                                                    |  |                                           |             |                                  |        |  
|                                                    |  | $                                         | 187,517,762 |                                  | 100.00 | %
|                                                    |  |                                           |             |                                  |        |  

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|* | Individual amounts included in "Other" represent less than 2.5% of the total
|- | ----------------------------------------------------------------------------



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|                          |  |                                           |             |                                  |        |  
|------------------------- |  | ----------------------------------------- | ----------- | -------------------------------- | ------ | -
|Industry of Lessee        |  | Purchase Price Excluding Acquisition Fees |             | Percentage of Total Acquisitions |       
|Transportation, rail      |  | $                                         | 46,193,161  |                                  | 24.65  | %
|Mining                    |  |                                           | 29,823,055  |                                  | 15.90  | %
|Oil & gas                 |  |                                           | 21,301,523  |                                  | 11.36  | %
|Retail, foods             |  |                                           | 11,215,586  |                                  | 5.98   | %
|Food processing           |  |                                           | 9,828,623   |                                  | 5.24   | %
|Construction              |  |                                           | 9,410,789   |                                  | 5.02   | %
|Chemicals                 |  |                                           | 9,075,487   |                                  | 4.84   | %
|Retail, restaurant        |  |                                           | 8,528,067   |                                  | 4.55   | %
|Transportation, other     |  |                                           | 8,311,346   |                                  | 4.43   | %
|Primary metals            |  |                                           | 7,526,037   |                                  | 4.01   | %
|Manufacturing, other      |  |                                           | 6,815,862   |                                  | 3.63   | %
|Manufacturing, auto/truck |  |                                           | 6,690,185   |                                  | 3.57   | %
|Printing                  |  |                                           | 4,707,508   |                                  | 2.51   | %
|Other *                   |  |                                           | 8,090,533   |                                  | 4.31   | %
|                          |  |                                           |             |                                  |        |  
|                          |  | $                                         | 187,517,762 |                                  | 100.00 | %
|                          |  |                                           |             |                                  |        |  

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|* | Individual amounts included in "Other" represent less than 2.5% of the total
|- | ----------------------------------------------------------------------------

Through December 31, 2006, the Partnership has disposed of certain leased assets as set forth below:



|                                         |  |                                                    |             |            |   |                                 |  |   |            
|---------------------------------------- |  | -------------------------------------------------- | ----------- | ---------- | - | ------------------------------- |  | - | -----------
|Asset Types                              |  | Original Equipment Cost Excluding Acquisition Fees |             | Sale Price |   | Excess of Rents Over Expenese
*
|Transporation                            |  | $                                                  | 70,897,694  |            | $ | 34,965,824                      |  | $ | 60,880,752 
|Furniture, fixtures and office equipment |  |                                                    | 22,209,670  |            |   | 8,314,618                       |  |   | 18,925,245 
|Mining equipment                         |  |                                                    | 27,998,077  |            |   | 7,796,574                       |  |   | 26,375,853 
|Material handling                        |  |                                                    | 13,210,769  |            |   | 2,575,730                       |  |   | 14,039,361 
|Office automation                        |  |                                                    | 4,593,822   |            |   | 970,163                         |  |   | 4,813,683  
|Other                                    |  |                                                    | 23,075,541  |            |   | 7,613,097                       |  |   | 26,021,920 
|                                         |  |                                                    |             |            |   |                                 |  |   |            
|                                         |  | $                                                  | 161,985,573 |            | $ | 62,236,006                      |  | $ | 151,056,814
|                                         |  |                                                    |             |            |   |                                 |  |   |            

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|* | 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, 2006, see Note 5 to the financial statements, Investments in equipment and leases, net, as set forth in Part
II, Item 7, Financial Statements and Supplementary Data.

The Partnership adopted the provisions of Statement of Financial Accounting Standards
(SFAS) No. 131 Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes annual and interim standards for operating segments of a company. It also requires entity-wide disclosures
about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major customers. 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 geographic revenues and assets and major customers, see Note 2 to the financial statements, Summary of significant accounting policies, as set forth in Part
II.



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|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.



|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. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



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PART II



|Item 5. | MARKET FOR REGISTRANTS LIMITED PARTNERSHIP UNITS AND RELATED MATTERS
|------- | ---------------------------------------------------------------------

Market Information

There are certain material conditions and restrictions on the transfer of Units imposed by the terms of the
Limited 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, 2006, a total of 6,759 investors were holders of record of Units 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, 2006. 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 January 1, 2007. 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 Unit holders on liquidation of the Partnership, and divided the total so distributable by the
number of outstanding Units. As of December 31, 2006, the value of the Partnerships assets, calculated on this basis, was approximately $0.81 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 Unit holder 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 Limited 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 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 January 2006 and 2005 from cash generated from 2005 and 2004 operations,
respectively. The rates were $0.10 and $0.20 per Unit for each of the aforementioned period.



|Item 6. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Statements contained in this Item 6, Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A), and elsewhere in this Form 10-KSB, 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, economic recession and changes in general economic
conditions, including fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, 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



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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-KSB. 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-KSB or to reflect the occurrence of unanticipated events, other than as required by law.

Capital Resources and Liquidity

The Partnerships public
offering provided for a total maximum capitalization of $125,000,000. The Reinvestment Period ended December 31, 2000 and the Partnership is now in the final stages of its liquidation phase as defined by the Limited Partnership Agreement. The
liquidity of the Partnership will vary in the future, increasing to the extent cash flows from leases and proceeds from asset sales exceed expenses and decreasing as distributions are made to the limited partners and to the extent expenses exceed
cash flows from leases and proceeds from asset sales.

Through December 31, 2000, the Partnership reinvested a portion of lease payments from assets
owned in new leasing transactions. Such reinvestment occurred only after the payment of all obligations, including debt service (both principal and interest), the payment of management and acquisition fees to AFS and providing for cash distributions
to the Limited Partners.

AFS or an affiliate may purchase equipment in its own name, the name of an affiliate or the name of a nominee, a trust or
otherwise and hold title thereto on a temporary or interim basis for the purpose of facilitating the acquisition of such equipment or the completion of manufacture of the equipment or for any other purpose related to the business of the Partnership,
provided, however that: (i) the transaction is in the best interest of the Partnership; (ii) such equipment is purchased by the Partnership for a purchase price no greater than the cost of such equipment to AFS or affiliate (including any
out-of-pocket carrying costs), except for compensation permitted by the Operating Agreement; (iii) there is no difference in interest terms of the loans secured by the equipment at the time acquired by AFS or affiliate and the time acquired by
the Partnership; (iv) there is no benefit arising out of such transaction to AFS or its affiliate apart from the compensation otherwise permitted by the Operating Agreement; and (v) all income generated by, and all expenses associated
with, equipment so acquired will be treated as belonging to the Partnership.

The Partnership currently 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.

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.

If interest rates increase significantly, 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. For detailed information on the
Partnerships debt obligations, see footnote 7 in the notes to the financial statements in Item 7.

As another source of liquidity, the
Partnership has contractual obligations with a diversified group of lessees for fixed lease terms at fixed rental amounts. As the initial lease terms expire, the Partnership will re-lease or sell the equipment. The future liquidity beyond the
contractual minimum rentals will depend on AFSs success in re-leasing or selling the equipment as it comes off lease.

Through the term of the
Partnership, the Partnership had borrowed $62,498,578 of non-recourse debt. As of December 31, 2006, the remaining unpaid balance was $2,644,284. The Partnerships long-term borrowings are 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.

The Partnership commenced regular distributions, based
on cash flows from operations, beginning with the second quarter of 1993. See Item 5 for additional information regarding the distributions. At December 31, 2006, the Partnership had no commitments to purchase leased assets.



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Cash Flows

2006 versus 2005

During 2006 and 2005, the primary source of cash from operations was rents from operating leases. In addition, cash flows
were impacted by changes in certain assets and liabilities. Cash provided by operating activities totaled $1,274,336 and $600,570 for the years ended December 31, 2006 and 2005, respectively. The difference is generally the result of the change
in year over year results of operations and increased accounts payable and accrued liabilities offset, in part, by increased levels of accounts receivable. Although the Partnerships net loss increased from $75,010 in 2005 to $116,857 in 2006,
the Partnership had a net cash inflow of $271,155 and $119,217 in 2006 as a result of net decreases in certain expenses and the increase in operating lease revenues, respectively. The net cash inflow from expenses was generated by decreases in
(1) litigation expense, (2) professional fees, and (3) other expenses offset by increases in (1) maintenance expense, and (2) outside services. In addition, the Partnerships cash flow was favorably impacted by a net
inflow of $220,023 resulting from an increase in accounts payable and accrued liabilities offset by an increase in accounts receivable. Cash inflow from the increase in accounts payable and accrued liabilities totaled $154,141 in 2006 compared to
cash used of $371,299 in 2005. Cash outflow from the increased levels of accounts receivable was $190,693 in 2006 versus a cash inflow of $114,724 in 2005.

During 2006 and 2005, the main source of cash flow from investing activities was proceeds from sales of lease assets. Proceeds from sales of lease assets are not expected to be consistent from one period to another as the sales of lease
assets are subject to various factors such as the timing of lease terminations, market demand and the condition and uniqueness of the assets subject to sale. Net cash provided by investing activities was $27,282 and $1,215,407 for the years ended
December 31, 2006 and 2005, respectively. The decrease was primarily due to a decrease in proceeds from sales of lease assets which decreased by $1,158,730 from $1,462,012 in 2005 to $303.282 in 2006.

During 2006 and 2005, the Partnerships financing activities were limited to repayment of debt and distributions to Limited Partners. Cash used in financing
activities totaled $1,938,537 and $3,264,468 for the years ended December 31, 2006 and 2005, respectively. The decrease in cash used was primarily due to a decline in distributions paid to Limited Partners which totaled $1,246,860 in 2006
compared to $2,493,720 in 2005.

Results of Operations

As of December 31, 2006 and 2005, significant amounts of the Partnerships operating assets were leased to lessees in certain industries as follows:



|                    |  |      |   |  |      |  
|------------------- |  | ---- | - |  | ---- | -
|                    |  | 2006 |   |  | 2005 |  
|Rail transportation |  | 96   | % |  | 95   | %
|Containers          |  | 4    | % |  | 5    | %

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 existing or new leases, number of investors or equity depending upon the type of cost incurred.

2006 versus 2005

The Partnership had net losses of $116,857 and
$75,010 for the years ended December 31, 2006 and 2005, respectively. The decrease reflects a $219,358 decrease in total revenues offset by a $177,511 decrease in operating expenses.

Total revenues were $2,939,279 and $3,158,637 for 2006 and 2005, respectively. The decrease in revenues resulted from a decline in gains on sales of assets partially
offset by an increase in operating lease revenue. During 2006, gains on sales of assets decreased by $289,102 to a loss of $25,283 from a gain of $263,819 in 2005. Operating lease revenues increased by of $119,217 to $2,909,886 in 2006 from
$2,790,669 in 2005, on higher rents from increased railcar activity.

Total expenses were $3,056,136 and $3,233,647 for 2006 and 2005, respectively. The
decrease in total expenses was primarily due to declines in (1) litigation expense, (2) professional fees, and (3) other expenses offset by increases in (1) maintenance expense, (2) depreciation expense and (3) outside
services.



8



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Litigation expense and professional fees decreased by a total of $408,077 in 2006 versus 2005. The decrease was primarily
due to a year over year decrease in legal fees resulting from the December 2005 settlement with Railroad Technology Corporation pursuant to a dispute regarding an Exclusive Remarketing Agreement dated February 24, 2003 related to the
remarketing of certain rail car assets. Each party had filed a complaint alleging a breach of agreement provisions. The settlement was made with no admission of liability by either party. Other expenses decreased by $49,497 to $160,211 in 2006 from
$209,708 in 2005 on lower provision for doubtful accounts, printing and photocopy expenses, storage fees and miscellaneous expenses.

The above decreases
were offset by increases of $104,596, $82,581 and $81,823 in maintenance expense, depreciation and outside services expense, respectively. Maintenance expense increased due to the timing of required repairs in 2006 versus 2005. The increase in
depreciation reflects adjustments to recorded residual values of railcars under lease renewals, while the increase in outside services expense reflects costs related to the Partnerships restatement effort of prior year financial statements.

Recent Accounting Pronouncements

In February
2007, the Financial Accounting Standards Board (FASB) issued Statement No.159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115. This Statement permits
entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement
objectives for accounting for financial instruments. SFAS 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007, with early adoption permitted as of the beginning of a fiscal year that
begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. The Partnership does not presently anticipate any significant impact on its financial
position, results of operations or cash flows.

During September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin (SAB) No. 108. This Bulletin provides the Staffs views on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The
guidance in SAB No. 108 is effective for financial statements of fiscal years ending after November 15, 2006. Adoption of this guidance did not materially impact the Partnerships financial statements.

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards No. 157, Fair Value
Measurements (SFAS 157). This standard 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. SFAS 157 is
effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. As of December 31, 2006, the Fund does not believe the adoption of SFAS 157 will impact the amounts
reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal
period.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of SFAS 109,
Accounting for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position
is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on deregulation, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is
effective for fiscal years beginning after December 15, 2006. The Partnership adopted the provisions of FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a significant effect on the Partnerships financial position and results
of operations.

Critical Accounting Policies

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



9



---

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 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 provisions 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.

The Partnership purchased nominal amounts of equipment on operating leases during 2006. The utilization percentages for leased assets during the years ended December 31, 2006 and 2005 were 100% and 99%,
respectively:

It is the Partnerships objective to maintain a 100% utilization rate for all equipment purchased in that year. All equipment
transactions were acquired subject to binding lease commitments.

Operating lease revenue is recognized on a straight-line basis over the term of the
underlying leases. The initial lease terms will 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 are 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.

Asset valuation:

Recorded values of the Partnerships asset portfolio are periodically reviewed for impairment in accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. 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) of the assets and its carrying value on the measurement date.



|Item 7. | 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 11 through 24.



10



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Partners

ATEL Cash Distribution Fund V, L.P.

We have audited the accompanying balance sheet of ATEL Cash Distribution Fund V, L.P. (Partnership) as of December 31, 2006, and the related statements
of operations, changes in partners capital, and cash flows for the year then ended. These financial statements are the responsibility of the Partnerships general partner. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit 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 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 also 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 audit provides 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, 2006, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.



/s/ Moss Adams LLP


San Francisco, California

August 7, 2007



11



---

Report of Independent Registered Public Accounting Firm

The Partners

ATEL Cash Distribution Fund V, L.P.

We have audited the accompanying statements of operations, changes in partners capital, and cash flows of ATEL Cash Distribution Fund V, L.P. (the Partnership) for
the year ended December 31, 2005. These financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit 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
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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and the cash flows of ATEL Cash Distribution Fund V, L.P. for the year ended
December 31, 2005, in conformity with U.S. generally accepted accounting principles.



/s/ Ernst & Young LLP


San Francisco, California

June 11, 2007



12



---

ATEL CASH DISTRIBUTION FUND V, L.P.

BALANCE SHEET

DECEMBER 31, 2006



|                                                                                    |  |   |           
|----------------------------------------------------------------------------------- |  | - | ----------
|ASSETS                                                                              |  |   |           
|                                                                                    | 
|Cash and cash equivalents                                                           |  | $ | 1,336,516 
|Accounts receivable, net of allowance for doubtful accounts of $138,439             |  |   | 349,462   
|Prepaid expenses                                                                    |  |   | 39,849    
|Investments in equipment and leases, net of accumulated depreciation of $12,109,985 |  |   | 9,020,147 
|                                                                                    |  |   |           
|Total assets                                                                        |  | $ | 10,745,974
|                                                                                    |  |   |           
|                                                                                    | 
|LIABILITIES AND PARTNERS CAPITAL                                                   |  |   |           
|                                                                                    | 
|Accounts payable and accruals:                                                      |  |   |           
|General Partner                                                                     |  | $ | 84,060    
|Affiliates                                                                          |  |   | 72,000    
|Other                                                                               |  |   | 346,634   
|Accrued interest payable                                                            |  |   | 11,124    
|Non-recourse debt                                                                   |  |   | 2,644,284 
|Unearned operating lease income                                                     |  |   | 94,852    
|                                                                                    |  |   |           
|Total liabilities                                                                   |  |   | 3,252,954 
|                                                                                    | 
|Commitments and contingencies                                                       |  |   |           
|                                                                                    | 
|Partners capital:                                                                  |  |   |           
|General Partner                                                                     |  |   | 195,303   
|Limited Partners                                                                    |  |   | 7,297,717 
|                                                                                    |  |   |           
|Total Partners capital                                                             |  |   | 7,493,020 
|                                                                                    |  |   |           
|Total liabilities and Partners capital                                             |  | $ | 10,745,974
|                                                                                    |  |   |           

See accompanying notes.



13



---

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2006 AND 2005



|                                                           |  |      |            |   |      |   |            |  
|---------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                           |  | 2006 |            |   | 2005 |  
|Revenues:                                                  |  |      |            |   |      |   |            |  
|Leasing activities:                                        |  |      |            |   |      |   |            |  
|Operating leases                                           |  | $    | 2,909,886  |   |      | $ | 2,790,669  |  
|(Loss) gain on sales of assets                             |  |      | (25,283    | ) |      |   | 263,819    |  
|Interest income                                            |  |      | 48,085     |   |      |   | 36,494     |  
|Other                                                      |  |      | 6,591      |   |      |   | 67,655     |  
|                                                           |  |      |            |   |      |   |            |  
|                                                           |  |      | 2,939,279  |   |      |   | 3,158,637  |  
|Expenses:                                                  |  |      |            |   |      |   |            |  
|Depreciation of operating lease assets                     |  |      | 1,304,101  |   |      |   | 1,221,520  |  
|Cost reimbursements to General Partner                     |  |      | 595,154    |   |      |   | 545,870    |  
|Professional fees                                          |  |      | 194,371    |   |      |   | 352,448    |  
|Railcar maintenance                                        |  |      | 299,897    |   |      |   | 195,301    |  
|Interest expense                                           |  |      | 150,329    |   |      |   | 189,563    |  
|Equipment and incentive management fees to General Partner |  |      | 111,589    |   |      |   | 118,845    |  
|Other management fees                                      |  |      | 88,401     |   |      |   | 80,132     |  
|Outside services                                           |  |      | 152,083    |   |      |   | 70,260     |  
|Provision for claims                                       |  |      |           |   |      |   | 250,000    |  
|Other                                                      |  |      | 160,211    |   |      |   | 209,708    |  
|                                                           |  |      |            |   |      |   |            |  
|                                                           |  |      | 3,056,136  |   |      |   | 3,233,647  |  
|                                                           |  |      |            |   |      |   |            |  
|Net loss                                                   |  | $    | (116,857   | ) |      | $ | (75,010    | )
|                                                           |  |      |            |   |      |   |            |  
|Net loss:                                                  |  |      |            |   |      |   |            |  
|General Partner                                            |  | $    | (1,169     | ) |      | $ | (750       | )
|Limited Partners                                           |  |      | (115,688   | ) |      |   | (74,260    | )
|                                                           |  |      |            |   |      |   |            |  
|                                                           |  | $    | (116,857   | ) |      | $ | (75,010    | )
|                                                           |  |      |            |   |      |   |            |  
|Net loss per Limited Partnership Unit                      |  | $    | (0.01      | ) |      | $ | (0.01      | )
|Weighted average number of Units outstanding               |  |      | 12,471,600 |   |      |   | 12,471,600 |  

See accompanying notes.



14



---

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

YEARS ENDED DECEMBER 31,
2006 AND 2005



|                                                   |  |                  |  |        |                 |   |  |       |         |   |  |   |            |  
|-------------------------------------------------- |  | ---------------- |  | ------ | --------------- | - |  | ----- | ------- | - |  | - | ---------- | -
|                                                   |  | Limited Partners |  |        | General Partner |   |  | Total |        
|                                                   |  | Units            |  | Amount |                 |   | 
|Balance December 31, 2004                          |  | 12,471,600       |  | $      | 11,228,245      |   |  | $     | 197,222 |   |  | $ | 11,425,467 |  
|Distributions to Limited Partners ($0.20 per Unit) |  |                 |  |        | (2,493,720      | ) |  |       |        |   |  |   | (2,493,720 | )
|Net loss                                           |  |                 |  |        | (74,260         | ) |  |       | (750    | ) |  |   | (75,010    | )
|                                                   |  |                  |  |        |                 |   |  |       |         |   |  |   |            |  
|Balance December 31, 2005                          |  | 12,471,600       |  |        | 8,660,265       |   |  |       | 196,472 |   |  |   | 8,856,737  |  
|Distributions to Limited Partners ($0.10 per Unit) |  |                 |  |        | (1,246,860      | ) |  |       |        |   |  |   | (1,246,860 | )
|Net loss                                           |  |                 |  |        | (115,688        | ) |  |       | (1,169  | ) |  |   | (116,857   | )
|                                                   |  |                  |  |        |                 |   |  |       |         |   |  |   |            |  
|Balance December 31, 2006                          |  | 12,471,600       |  | $      | 7,297,717       |   |  | $     | 195,303 |   |  | $ | 7,493,020  |  
|                                                   |  |                  |  |        |                 |   |  |       |         |   |  |   |            |  

See accompanying notes.



15



---

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2006 AND 2005



|                                                                           |  |      |            |   |      |   |            |  
|-------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                           |  | 2006 |            |   | 2005 |  
|Operating activities:                                                      |  |      |            |   |      |   |            |  
|Net loss                                                                   |  | $    | (116,857   | ) |      | $ | (75,010    | )
|Adjustment to reconcile net loss to cash provided by operating activities: |  |      |            |   |      |   |            |  
|Depreciation of operating lease assets                                     |  |      | 1,304,101  |   |      |   | 1,221,520  |  
|(Gain) loss on sales of assets                                             |  |      | 25,283     |   |      |   | (263,819   | )
|Provision for (reversal of) doubtful accounts                              |  |      | 27,406     |   |      |   | (2,252     | )
|Changes in operating assets and liabilities:                               |  |      |            |   |      |   |            |  
|Accounts receivable                                                        |  |      | (190,693   | ) |      |   | 114,724    |  
|Prepaids expenses                                                          |  |      | 5,785      |   |      |   | (45,634    | )
|Accounts payable and accruals:                                             |  |      |            |   |      |   |            |  
|General Partner                                                            |  |      | (46,514    | ) |      |   | 36,577     |  
|Affiliates                                                                 |  |      | 72,000     |   |      |   |           |  
|Other                                                                      |  |      | 128,655    |   |      |   | (407,876   | )
|Accrued interest payable                                                   |  |      | (2,909     | ) |      |   | (3,544     | )
|Unearned operating lease income                                            |  |      | 68,079     |   |      |   | 25,884     |  
|                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by operating activities                                  |  |      | 1,274,336  |   |      |   | 600,570    |  
|                                                                           |  |      |            |   |      |   |            |  
|                                                                           |  |     
|Investing activities:                                                      |  |      |            |   |      |   |            |  
|Proceeds from sales of lease assets                                        |  |      | 303,282    |   |      |   | 1,462,012  |  
|Improvements of equipment on operating leases                              |  |      | (276,000   | ) |      |   | (246,605   | )
|                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by investing activities                                  |  |      | 27,282     |   |      |   | 1,215,407  |  
|                                                                           |  |      |            |   |      |   |            |  
|                                                                           |  |     
|Financing activities:                                                      |  |      |            |   |      |   |            |  
|Repayments of non-recourse debt                                            |  |      | (691,677   | ) |      |   | (770,748   | )
|Distributions to Limited Partners                                          |  |      | (1,246,860 | ) |      |   | (2,493,720 | )
|                                                                           |  |      |            |   |      |   |            |  
|Net cash used in financing activities                                      |  |      | (1,938,537 | ) |      |   | (3,264,468 | )
|                                                                           |  |      |            |   |      |   |            |  
|                                                                           |  |     
|Net increase (decrease) in cash and cash equivalents                       |  |      | (636,919   | ) |      |   | (1,448,491 | )
|Cash and cash equivalents at beginning of year                             |  |      | 1,973,435  |   |      |   | 3,421,926  |  
|                                                                           |  |      |            |   |      |   |            |  
|Cash and cash equivalents at end of year                                   |  | $    | 1,336,516  |   |      | $ | 1,973,435  |  
|                                                                           |  |      |            |   |      |   |            |  
|                                                                           |  |     
|Supplemental disclosures of cash flow information:                         |  |      |            |   |      |   |            |  
|Cash paid during the year for taxes                                        |  | $    | 29,327     |   |      | $ |           |  
|                                                                           |  |      |            |   |      |   |            |  
|Cash paid during the year for interest                                     |  | $    | 153,238    |   |      | $ | 193,107    |  
|                                                                           |  |      |            |   |      |   |            |  

See accompanying notes.



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) 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 partnership. Prior to converting to a limited liability partnership 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
$1,200,000, had been received. On that date, the Partnership commenced operations in its primary business (leasing activities). As of November 15, 1994, the Partnership had received and accepted subscriptions for 12,500,000, or $125,000,000 in
addition to the Initial Limited Partners Units and the offering was terminated. As of December 31, 2006, 12,471,600 Units were issued and outstanding.

The Partnerships principal objectives are to invest in a diversified portfolio of equipment that: (i) preserve, protect and return the Partnerships invested capital; (ii) generate 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) which ended
December 31, 2000; and (iii) provide significant distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement.

As of December 31, 2006, the Partnership is in the final stages of its liquidation phase as defined by the Limited Partnership Agreement.

2. Summary of significant accounting policies:

Basis of
presentation:

The accompanying balance sheet as of December 31, 2006, and the related statements of operations, changes in partners capital,
and cash flows for the year ended December 31, 2006 have been prepared in accordance with generally accepted accounting principles in the United States (GAAP). Certain prior year amounts have been reclassified to conform to the current
year presentation.

Use of estimates:

The preparation
of financial statements in conformity with accounting principles generally accepted in the United States 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.

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments with
original 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 its cash deposits and temporary cash investments with
creditworthy, high quality financial institutions. 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. See Note 5 for a description of lessees by industry as of December 31, 2006 and 2005.



17



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):



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 offs and collection
experience and are usually determined by specifically identified lessees and invoiced amounts. Accounts receivable are charged off to expense on 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:

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.

Operating lease revenue is recognized on a straight-line basis over the term of the
underlying leases. The initial lease terms will 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 are 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.

Asset valuation:

Recorded values of the Partnerships asset portfolio are periodically reviewed for impairment in accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. 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) of the asset and its carrying
value on the measurement date.

Segment reporting:

The
Partnership operates in one reportable operating segment in the United States. The Partnership adopted the provisions of SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes
annual and interim standards for operating segments of a Partnership. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major
customers. 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 chief operating decision makers are the General Partners Chief Operating Officer and its Chief Executive 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 chief operating 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 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.



18



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):



The primary geographic regions in which the Partnership seeks leasing opportunities are the North America and Europe.

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. For the years ended December 31, 2006 and 2005 income taxes and franchise fees totaled
$18,753 and $25,250, respectively.

The tax bases of the Partnerships net assets and liabilities varies from the amounts presented in these financial
statements at December 31, 2006.



|                                        |  |      |            |  
|--------------------------------------- |  | ---- | ---------- | -
|                                        |  | 2006 |           
|Financial statement basis of net assets |  | $    | 7,493,020  |  
|Tax basis of net assets (unaudited)     |  |      | 17,275,449 |  
|                                        |  |      |            |  
|Difference                              |  | $    | (9,782,429 | )
|                                        |  |      |            |  

The primary differences between the tax basis 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.

The following reconciles the net loss reported in these financial statements to the loss reported on the Partnerships federal tax return (unaudited) for each of
the years ended December 31:



|                                              |  |      |          |   |      |   |           |  
|--------------------------------------------- |  | ---- | -------- | - | ---- | - | --------- | -
|                                              |  | 2006 |          |   | 2005 |  
|Net income (loss) per financial statements    |  | $    | (116,857 | ) |      | $ | (75,010   | )
|Tax adjustments (unaudited):                  |  |      |          |   |      |   |           |  
|Adjustment to depreciation expense            |  |      | 590,434  |   |      |   | 406,335   |  
|Provision for losses and doubtful accounts    |  |      | 27,406   |   |      |   | (2,252    | )
|Adjustments to lease revenues                 |  |      | (111,453 | ) |      |   | 2,436,583 |  
|Gain on sale of assets                        |  |      | 328,567  |   |      |   | 1,027,577 |  
|Other                                         |  |      | 203,843  |   |      |   | 86,885    |  
|                                              |  |      |          |   |      |   |           |  
|Net income per federal tax return (unaudited) |  | $    | 921,940  |   |      | $ | 3,880,118 |  
|                                              |  |      |          |   |      |   |           |  

Per unit data:

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



19



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):



Recent accounting pronouncements:

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement No.159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement
No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent
with the Boards long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007, with early adoption permitted
as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. The Partnership does not presently anticipate any
significant impact on its financial position, results of operations or cash flows.

During September 2006, the Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin (SAB) No. 108. This Bulletin provides the Staffs views on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the
purpose of a materiality assessment. The guidance in SAB No. 108 is effective for financial statements of fiscal years ending after November 15, 2006. Adoption of this guidance did not materially impact the Partnerships financial
statements.

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards
No. 157, Fair Value Measurements (SFAS 157). This standard 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. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. As of December 31, 2006, the Fund does not believe the
adoption of SFAS 157 will impact the amounts reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements
reported in the statement of operations for a fiscal period.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, an interpretation of SFAS 109, Accounting for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a
minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on deregulation, measurement, classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Partnership adopted the provisions of FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a significant effect on the
Partnerships financial position and results of operations.

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.

Operations have been concentrated to the transportation
industry at 96% as of December 31, 2006 and 95% as of December 31, 2005.

During 2006, four customers comprised 75% of the Partnerships
revenues from leases. During 2005, one customer comprised 33% of the Partnerships revenues from leases.



20



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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:



|                          |  |                                                     |         |  
|------------------------- |  | --------------------------------------------------- | ------- | -
|                          |  | Allowance for doubtfulaccounts - AccountsReceivable |        
|Balance December 31, 2004 |  | $                                                   | 113,285 |  
|Provision                 |  |                                                     | 26,033  |  
|Charge offs               |  |                                                     | (28,285 | )
|                          |  |                                                     |         |  
|Balance December 31, 2005 |  |                                                     | 111,033 |  
|Provision                 |  |                                                     | 27,406  |  
|                          |  |                                                     |         |  
|Balance December 31, 2006 |  | $                                                   | 138,439 |  
|                          |  |                                                     |         |  

5. Investments in equipment and leases, net:

The Partnerships investments in equipment and leases consist of the following:



|                                                                                                      |  |                         |            |                                            |   |         |                                                          |  |   |                         |   |  |   |          
|----------------------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | ------------------------------------------ | - | ------- | -------------------------------------------------------- |  | - | ----------------------- | - |  | - | ---------
|                                                                                                      |  | BalanceDecember 31,2005 |            | Reclassifications& Additions /Dispositions |   |         | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceDecember 31,2006
|Net investment in operating leases                                                                    |  | $                       | 10,350,454 |                                            | $ | (46,349 | )                                                        |  | $ | (1,303,145              | ) |  | $ | 9,000,960
|Assets held for sale or lease, net of accumulated depreciation of $51,766 in 2006 and $97,629 in 2005 |  |                         | 26,359     |                                            |   | (6,216  | )                                                        |  |   | (956                    | ) |  |   | 19,187   
|                                                                                                      |  |                         |            |                                            |   |         |                                                          |  |   |                         |   |  |   |          
|Total                                                                                                 |  | $                       | 10,376,813 |                                            | $ | (52,565 | )                                                        |  | $ | (1,304,101              | ) |  | $ | 9,020,147
|                                                                                                      |  |                         |            |                                            |   |         |                                                          |  |   |                         |   |  |   |          

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 2006 or 2005.

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:



|                              |  |                         |             |   |           |   |            |                                  |  |   |                         |   |  |   |             |  
|----------------------------- |  | ----------------------- | ----------- | - | --------- | - | ---------- | -------------------------------- |  | - | ----------------------- | - |  | - | ----------- | -
|                              |  | BalanceDecember 31,2005 |             |   | Additions |   |            | Reclassificationsor Dispositions |  |   | BalanceDecember 31,2006 |  
|Transportation, rail          |  | $                       | 20,482,914  |   |           | $ | 276,000    |                                  |  | $ | (573,676                | ) |  | $ | 20,185,238  |  
|Containers                    |  |                         | 1,040,474   |   |           |   |           |                                  |  |   | (166,533                | ) |  |   | 873,941     |  
|                              |  |                         |             |   |           |   |            |                                  |  |   |                         |   |  |   |             |  
|                              |  |                         | 21,523,388  |   |           |   | 276,000    |                                  |  |   | (740,209                | ) |  |   | 21,059,179  |  
|Less accumulated depreciation |  |                         | (11,172,934 | ) |           |   | (1,303,145 | )                                |  |   | 417,860                 |   |  |   | (12,058,219 | )
|                              |  |                         |             |   |           |   |            |                                  |  |   |                         |   |  |   |             |  
|Total                         |  | $                       | 10,350,454  |   |           | $ | (1,027,145 | )                                |  | $ | (322,349                | ) |  | $ | 9,000,960   |  
|                              |  |                         |             |   |           |   |            |                                  |  |   |                         |   |  |   |             |  



21



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



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



At December 31, 2006, the aggregate amounts of future minimum lease payments under operating leases are as
follows:



|                         |  |                 |          
|------------------------ |  | --------------- | ---------
|Year ending December 31, |  | OperatingLeases
|2007                     |  | $               | 2,632,135
|2008                     |  |                 | 2,141,380
|2019                     |  |                 | 1,732,914
|2010                     |  |                 | 898,880  
|2011                     |  |                 | 235,720  
|                         |  |                 |          
|                         |  | $               | 7,641,029
|                         |  |                 |          

The Partnership utilizes a straight line depreciation method for equipment in all of the categories currently in
its portfolio of lease transactions. The useful lives for investment in leases by category are as follows (in years):



|                     |  |            
|-------------------- |  | -----------
|Equipment category   |  | Useful Life
|Transportation, rail |  | 30 - 35    
|Containers           |  | 7 - 10     

6. Related party transactions:

The terms of the Limited 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 Limited 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 acquisition and disposition of equipment. Reimbursable costs incurred by AFS are allocated to the Partnership based upon estimated time incurred by employees working on Partnership business and an allocation of rent and other costs
based on utilization studies. The Partnership is contingently 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), ATEL Equipment Corporation (AEC), ATEL Investor Services (AIS) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs
services for the Partnership. Acquisition services are performed for the Partnership by ALC; equipment management, lease administration and asset disposition services are performed by AEC; investor relations and communications services are performed
by AIS; and general administrative services for the Partnership are performed by AFS.

Cost reimbursements to General Partner are based on costs incurred
by AFS in performing administrative services for the Partnership that are allocated to each fund that AFS manages based on certain criteria such as existing or new leases, number of investors or equity depending on the type of cost incurred.

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



22



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



6. Related party transactions (continued):



AFS and/or affiliates earned fees, commissions and reimbursements pursuant to the Limited Partnership Agreement as
follows during the year ended December 31, 2006 and 2005:



|                                                           |  |      |         |      |   |        
|---------------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                           |  | 2006 |         | 2005
|Cost reimbursements to General Partner                     |  | $    | 595,154 |      | $ | 545,870
|Equipment and incentive management fees to General Partner |  |      | 111,589 |      |   | 118,845
|                                                           |  |      |         |      |   |        
|                                                           |  | $    | 706,743 |      | $ | 664,715
|                                                           |  |      |         |      |   |        

The General Partner makes certain payments to third parties on behalf of the Partnership for convenience purposes.
During the years ended December 31, 2006 and 2005, the General Partner made such payments of $514,810 and $241,501, respectively.

7. Non-recourse
debt:

At December 31, 2006, 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, 2006, the carrying value of the pledged assets is approximately $2,973,881. The note matures in 2010.

Future minimum payments of non-recourse debt are as follows:



|                              |  |           |           |          |   |         |  |   |          
|----------------------------- |  | --------- | --------- | -------- | - | ------- |  | - | ---------
|                              |  | Principal |           | Interest |   | Total  
|Year ending December 31, 2007 |  | $         | 727,412   |          | $ | 116,807 |  | $ | 844,219  
|2008                          |  |           | 764,993   |          |   | 79,226  |  |   | 844,219  
|2009                          |  |           | 804,517   |          |   | 39,702  |  |   | 844,219  
|2010                          |  |           | 347,362   |          |   | 4,396   |  |   | 351,758  
|                              |  |           |           |          |   |         |  |   |          
|                              |  | $         | 2,644,284 |          | $ | 240,131 |  | $ | 2,884,415
|                              |  |           |           |          |   |         |  |   |          

8. Commitments:

At December 31, 2006, the Partnership had no commitments to purchase lease assets.

9. 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.

In the normal course of
business, the Partnership enters into contracts of various types, including lease contracts, contracts for the sale or purchase of lease assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry
practice for most contracts of any significant value to include provisions that each of the contracting partiesin addition to assuming liability for breaches of the representations, warranties, and covenants that are part of the underlying
contractual obligationsalso assume an obligation to indemnify and hold the other contracting party harmless for such breaches, for harm caused by such partys gross negligence and willful misconduct, including, in certain instances,
certain costs and expenses arising from the contract. The General Partner has substantial experience in managing similar leasing programs subject to similar contractual commitments in similar transactions, and the losses and claims arising from
these commitments have been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business under the reasonable business judgment of the General Partner, no liability will arise as a result of these
provisions. The General Partner has no reason to believe that the facts and circumstances relating to the Partnerships contractual commitments differ from those it has entered into on behalf of the prior programs it has managed. 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



23



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



9. Guarantees (continued):



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.

10. Partners capital:

As of December 31, 2006, 12,471,600
Units were issued and outstanding (including the Units issued to the Initial Limited Partners). The Partnership is authorized to issue up to 12,500,000 Units of Limited Partnership interest in addition to those issued to the Initial Limited
Partners.

As defined in the Limited Partnership Agreement, the Partnerships Net Profits, Net Losses, and Distributions are to be allocated 99% to
the Limited Partners and 1% to AFS.

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
following:



| | (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.

11. Fair value of financial instruments:

The recorded amounts of the Partnerships cash and cash equivalents, accounts receivable, accounts payable and accruals at December 31, 2006 approximate fair value because of the liquidity and short-term
maturity of these instruments.



24



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|Item 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|------- | -------------------------------------------------------------------------------------

As reported on Form 8-K dated February 9, 2007, the Company dismissed Ernst & Young LLP (E&Y) as its independent registered public accounting firm effective February 5, 2007. E&Y
continues to be engaged by the Company to perform tax services.

E&Ys report on the Companys financial statements for the year ended
December 31, 2005, the Companys most recent fiscal year for which an independent accountants report has been issued on its financial statements, did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles. During the Companys fiscal years ended December 31, 2005 and 2006, and the subsequent interim period through February 5, 2007, the date of E&Ys dismissal,
there were no disagreements with E&Y on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Also effective as of February 5, 2007, the Board approved the engagement of, and appointed, the firm of Moss Adams LLP as independent registered public accounting firm for its fiscal year ended December 31, 2006.



|Item 8A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of disclosure controls
and procedures

The Partnerships General Partners Chief Executive Officer, and Executive Vice President and Chief Financial and
Operating Officer evaluated the effectiveness of the Partnerships disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) during and as of the end of the period covered by this report. Based on this evaluation, the Chief
Executive Officer and Executive Vice President and Chief Financial and Operating Officer concluded that at December 31, 2006, certain material weaknesses existed in the Partnerships internal control over financial reporting.

The Partnership does not control the financial reporting process, and is dependent on the General Partner, who is responsible for providing the Partnership with
financial statements in accordance with generally accepted accounting principles. The General Partners disclosure controls and procedures over the: a) application of generally accepted accounting principles for leasing transactions b)
allocation of costs incurred by the General Partner on behalf of the Partnership; c) process of identifying and estimating liabilities in the correct period; and d) financial statement close process, including evaluating the relative significance of
misstatements and preparation of financial statements and related disclosures, were determined to be ineffective and constitute material weaknesses in internal control over financial reporting.

Changes in internal control

The General Partner has reviewed
the material weaknesses and believes that the following corrective actions taken as a whole will address the material weaknesses in its disclosure controls and procedures described above. These corrective actions are as follows:



| |  |  | With regard to the allocations of costs and expenses incurred by the General Partner, the allocation process has been reviewed and the costs and expenses have been
properly allocated in accordance with the Partnership Agreement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | With regard to identifying and estimating liabilities in the correct periods, the General Partner has performed a detailed review to identify and record the
liabilities, in the correct period. A standardized quarterly review process has been implemented to ensure the identification and estimation of the liabilities.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The General Partner has taken the following steps to mitigate the weakness regarding its financial statement close process: a Chief Accounting Officer and an SEC
reporting manager have been hired, and the controller position has been split into two separate roles to ensure proper management of the Managing Member and the managed Funds accounting operations. Controls and job functions are being
redesigned to increase the documentation of processes and transparency of procedures going forward.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



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PART III



|Item 9. | 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 (the General Partner) is
held by ATEL Capital Group (ACG), a holding Partnership formed to control ATEL and affiliated companies. The outstanding voting capital stock of ATEL Capital Group is owned 100% by Dean Cash.

Each of ALC, ATEL Equipment Corporation (AEC), ATEL Investor Services (AIS) and ATEL Financial Services, LLC (AFS) is a subsidiary
under the control of ATEL Capital Group and performs services for the Partnership. Acquisition services were performed for the Partnership by ALC, equipment management, lease administration and asset disposition services are performed by AEC,
investor relations and communications services are performed by AIS and general administrative services for the Partnership are performed by AFS. ATEL Securities Corporation (ASC) is a wholly-owned subsidiary of AFS which performed
distribution services in connection with the Partnerships public offering of its Units.

The officers and directors of ATEL Capital Group 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 and Operating Officer of ATEL Financial Services, LLC (General Partner)
|                   | 
|Vasco H. Morais    |  | Senior Vice President, Secretary and General Counsel of ATEL Financial Services, LLC (General Partner)              

Dean L. Cash, age 56, joined ATEL as director of marketing in 1980 and has been a vice president since 1981,
executive vice president since 1983 and a director since 1984. He has been President and CEO since April 2001. Prior to joining ATEL, Mr. Cash was a senior marketing representative for Martin Marietta Corporation, data systems division, from
1979 to 1980. From 1977 to 1979, he was employed by General Electric Corporation, where he was an applications specialist in the medical systems division and a marketing representative in the information services division. Mr. Cash was a
systems engineer with Electronic Data Systems from 1975 to 1977, and was involved in maintaining and developing software for commercial applications. Mr. Cash received a B.S. degree in psychology and mathematics in 1972 and an M.B.A. degree
with a concentration in finance in 1975 from Florida State University. Mr. Cash is an arbitrator with the American Arbitration Association.

Paritosh
K. Choksi, age 54, 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 48, 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.



26



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Audit Committee

ATEL Leasing Corporation is the managing member of ATEL Financial Services, LLC. ATEL Financial Services, LLC is the Managing Member of the registrant. The board of directors of ATEL Leasing Corporation acts as the audit committee of the
registrant. Dean L. Cash and Paritosh K. Choksi are members of the board of directors of ALC and are deemed to be financial experts. They are not independent of the Partnership.

Section 16(a) Beneficial Ownership Reporting Compliance

During March 2006, each of the executive
officers and directors of the registrants Managing Member, Dean Cash, Paritosh Choksi and Vasco Morais, filed a statement of beneficial ownership of Units on Form 3 under Section 16. These statements were due at the time the registrant
filed its Form 8A registration statement under the Securities Exchange Act of 1934. Based solely on a review of Forms 3, 4 and 5, the Partnership is not otherwise aware of any failures to file reports of beneficial ownership required to be filed
during or for the year ended December 31, 2006.

Code of Ethics

ACG on behalf of AFS and ALC has adopted a code of ethics for its Chief Executive Officer and Chief Financial and Operating Officer. The Code of Ethics is included as Exhibit 14.1 to this report.



|Item 10. | 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, 2006 and 2005 is set forth in Item 7 of this report under the caption Financial Statements and Supplementary DataNotes to the 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 to be purchased by the Partnership and
rejecting equipment not to be 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 piece 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 $5,929,583, 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 7 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



27



---

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 Limited 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 7 of this report for amounts paid.

Equipment Resale Fees

As compensation for services rendered
in connection with the sale of equipment, AFS is entitled to receive an amount equal to the lesser of (i) 3% of the sales price of the equipment, or (ii) one-half the normal competitive equipment sales commission charged by unaffiliated
parties for such services. Such fee is payable only after the Limited Partners have received a return of their adjusted invested capital (as defined in the Limited 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, $922 has been accrued and is unpaid.

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 7 of this report for the amounts allocated to the General and Limited Partners in 2006 and
2005.



|Item 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------- | --------------------------------------------------------------

Security Ownership of Certain Beneficial Owners

At December 31, 2006, no investor is known to hold beneficially more than 5% of
the issued and outstanding Units.

Security Ownership of Management

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



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

Changes in Control

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

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



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|Item 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

The responses to
Item 1 of this report under the caption Equipment Leasing Activities, Item 7 of this report under the caption Financial Statements and Supplemental DataNotes to the 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 13. | EXHIBITS AND REPORTS ON FORM 8-K
|-------- | --------------------------------



| | (a) | Reports on Form 8-K for the fourth quarter of 2006: None
| | --- | --------------------------------------------------------



| | (b) | Exhibits
| | --- | --------

(3) and (4) Agreement of Limited
Partnership, included as Exhibit B to Prospectus (Exhibit 28.1), is incorporated herein by reference to the report on Form 10-KSB for the period ended December 31, 1994 (File No. 33-81952).



| | (14.1) | Code of Ethics
| | ------ | --------------



| | (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
| | ------ | ----------------------------------------------------------------------



|Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

During the most recent two
years, the Partnership incurred audit, audit related, tax and other fees with its principal auditors as follows:



|                   |  |      |         |      |   |       
|------------------ |  | ---- | ------- | ---- | - | ------
|                   |  | 2006 |         | 2005
|Audit fees         |  | $    | 94,979  |      | $ | 45,986
|Audit related fees |  |      | 35,685  |      |   |      
|Tax fees           |  |      | 48,988  |      |   | 25,507
|                   |  |      |         |      |   |       
|                   |  | $    | 179,652 |      | $ | 71,493
|                   |  |      |         |      |   |       

ATEL Leasing Corporation is the managing member of ATEL Financial Services, LLC. ATEL Financial Services LLC is
the General Partner of the registrant. The board of directors of ATEL Leasing Corporation acts as the audit committee of the registrant. Engagements for audit services, audit related services and tax services are approved in advance by the Chief
Financial Officer of ATEL Leasing Corporation acting on behalf of the board of directors of ATEL Leasing Corporation in its role as the audit committee of the Partnership.



29



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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: August 7, 2007

ATEL Cash Distribution Fund V, L.P.

(Registrant)



|    |  |                              
|--- |  | -----------------------------
|    | 
|By: |  | ATEL Financial Services, LLC 
|    |  | General Partner of Registrant



By:

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

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


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



|                                          |  |                                                                                                                      |  |               
|----------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | --------------
|SIGNATURE                                 |  | CAPACITIES                                                                                                           |  | DATE          
|                                          |  |                                                                                                                     
|/s/ Dean L. Cash Dean Cash                |  | President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)                              |  | August 7, 2007
|                                          |  |                                                                                                                     
|/s/ Paritosh K. Choksi Paritosh K. Choksi |  | Executive Vice President and Chief Financial and Operating Officer of ATEL Financial Services, LLC (General Partner) |  | August 7, 2007

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-KSB, and copies thereof will be furnished supplementally to the Commission when forwarded to the security holders.



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