e424b3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-120276

SUPPLEMENT NO. 1

ATEL Capital Equipment Fund XI, LLC

Supplement dated December 31, 2005
to the Prospectus dated April 11, 2005
of ATEL Capital Equipment Fund XI, LLC
(the “Fund”)

TABLE OF CONTENTS


Status of the offering			1
Equipment acquisitions			1
Distributions			3
Management			3
Management’s Discussion and Analysis			4
Experts			5
Financial Statements			F-1
Prior Performance Information			A-1

The Fund’s Prospectus is hereby supplemented as set forth on the following pages. This supplement is a part of and must be accompanied by the Fund’s Prospectus dated April 11, 2005. Terms not otherwise defined herein have the meaning as defined in the Prospectus.

Status of the Offering

As of May 31, 2005, the Fund had received and accepted subscriptions for 120,000 Units ($1,200,000). As a result, the escrow condition was satisfied and the subscription proceeds were released to the Fund.

As of December 31, 2005, the Fund had received and accepted subscriptions for 3,960,298 Units for total subscription proceeds in the amount of $39,602,980. As of such date, the Fund had committed all of such proceeds to equipment costs, offering and organization expenses and capital reserves.

Equipment Acquisitions

Set forth below is a summary of the portfolio acquisitions and transactions entered into or identified by the Fund as of the date of this supplement.

PORTFOLIO ACQUISITIONS


	Equipment	Commence	Acquisition		Indebt-
Lessee	Type	Date(s) (1)	Price (2)		edness (3)		Term (4)		Type (5)
*Leases and notes funded:*
Alveolus, Inc.	Miscellaneous	Sep-05	$	250,000	$	—		36	NR
Alveolus, Inc.	Miscellaneous	Oct-05		125,000		—		36	NR
Arsenal Digital Solutions	Material Handling Equipment	Dec-05		1,015,693		—		42	NR
Bayer Corporation	Research	Aug-05		322,892		—		48	HP
Bayer Corporation	Research	Sep-05		300,000		—		60	HP
Boingo Wireless, Inc.	Computer Equipment	Nov-05		123,802		—		16	NR
Chelsio Communications	Computers	Nov-05		27,600		—		24	NR
Cymbet Corporation	Computer Equipment	Dec-05		465,774		—		30	NR
East Midlands Ambulance	Ambulance & Emergency Vehicles	Dec-05		632,569		—		60	HP
Lincolnshire Ambulance	Motor Vehicles	Jan-06		1,937,276		—		60	HP
Lincolnshire Ambulance	Motor Vehicles	Nov-05		178,851		—		60	HP
Locus Pharmaceuticals	Miscellaneous	Nov-05		500,000		—		36	NR
Locus Pharmaceuticals, Inc.	Senior Term Loan	Nov-05		250,000		—		36	NR
Meadwestvaco Corp.	Material Handling	Nov-05		532,159		—		36	OL
Meadwestvaco Corp.	Material Handling	Jan-06		132,018		—		36	OL
New NGC, Inc.	Manufacturing Facility	Dec-05		2,503,105		—		120	HP
On24, Inc.	Computer Equipment	Nov-05		62,353		—		36	NR
OpenPages, Inc.	Computer Equipment	Dec-05		237,345		—		36	NR
Renal Solutions, Inc.	Miscellaneous	Aug-05		500,000		—		36	NR
Technorati, Inc.	Computer Equipment	Nov-05		343,234		—		36	NR
Technorati, Inc.	Computers	Nov-05		171,617		—		36	NR
Technorati, Inc.	Computers	Oct-05		150,000		—		36	NR
Union Pacific Railroad	Rail Transport	Oct-05		4,987,326		—		120	FP
Union Pacific Railroad	Rail Transport	Oct-05		2,479,616		—		118	FP
Whirlpool Corporation	Material Handling Equipment	Dec-05		3,260,203		—		36,60,60	HP


	Total funded as of December 31, 2005:		$	21,488,433	$	—

NOTES


(1)		In many cases, a lease or loan transaction is funded over a period of time according to the lessee’s or borrower’s requirements. Therefore, “Commence Date(s)” expressed as a range represents multiple lease and loan commencement dates occurring or anticipated under the same transaction line.

(2)		“Acquisition Price” includes either amounts committed to lessees or borrowers by the Fund, or actual transaction acquisition costs as of December 31, 2005. All figures are rounded to the nearest dollar. For any transactions which are not fully funded, the “Acquisition Price” may change as a result of ongoing fundings. To the extent that the transaction is not fully funded, the information in the table represents the Managing Member’s best estimates as to the size, timing and terms of the transaction upon full funding, based on the outstanding commitment, its discussions with the lessee, the current and anticipated availability of Fund capital and other factors. There can be no assurance, however, that the portion of the transaction which has not been funded will be completed as described.

(3)		“Indebtedness” is the original principal amount of the debt acquired or assumed by the Fund in order to acquire the transaction and leverage the Acquisition Price. Although transactions may originally be purchased for all cash, the Managing Member may subsequently leverage equipment in order to achieve an overall debt-equity balance for the portfolio.

(4)		“Term” is expressed in terms of months, although actual lease and loan terms may be monthly, quarterly, semiannual or annual.

(5)		A designation of “FP” indicates that the aggregate rents to be received during the Term equal or exceed the Acquisition Price of the transaction. A designation of “HP” indicates that the aggregate contracted payments to be received during the Term equal or exceed 90% of the Acquisition Price of the Equipment. A designation of “OL” indicates that the aggregate payments to be received during the Term are less than 90% of the Acquisition Price. A designation of “NR” indicates that the transaction is a note receivable.

Distributions

The following table is a summary of cash distributions by the Fund to Holders to the date of this Supplement. Distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital.

The source of all cash distributions has been cash received by the Fund from its operations, including cash received from leases and loans and interest income.


										Weighted
								Total		Average
Distribution	Month	Return of		Distribution		Total		Distribution		Units
Period (1)	Paid	Capital		of Income		Distribution		per Unit (2)		Outstanding
June 2005	July 2005	$	29,852	$	—	$	29,852	$	0.066667		447,780
July 2005	August 2005		62,624		—		62,624		0.066667		939,360
August 2005	September 2005		92,922		—		92,922		0.066667		1,393,830
September 2005	October 2005		124,283		—		124,283		0.066667		1,864,245
October 2005	November 2005		163,854		—		163,854		0.066667		2,457,810
November 2005	December 2005		183,457		—		183,457		0.066667		2,751,855

			656,992		—		656,992	$	0.40


June 2005	July 2005		2,128		—		2,128	$	0.200000		10,640
September 2005	October 2005		41,833		—		41,833		0.200000		209,165

			43,961		—		43,961	$	0.400000

		$	700,953	$	—	$	700,953


(1)		Investors may elect to receive their distributions either monthly or quarterly. See “Timing and Method of Distributions” on Page 58 of the Prospectus. The monthly distributions in the table include only those distributions made to investors on a monthly basis. The quarterly distributions in the table include only those distributions made to investors on a quarterly basis.

(2)		Total distributions per Unit represents the per Unit distribution rate for those Units which were outstanding for all of the applicable period.

Management

The Manager

Effective July 31, 2005, Donald Carpenter relinquished his position as controller of the Manager, ATEL Financial Services, LLC, and its affiliates. Mr. Carpenter will remain a consultant to ATEL Capital Group until his intended retirement in July 2006. Effective September 30, 2005 Elif Kuvvetli left her position as corporate controller of the Manager and its affiliates to pursue other interests. Paritosh Choksi continues to serve in the capacity of Chief Financial Officer of ATEL and its affiliates, a position he has had since 1999.

Management of the Fund’s Operations and Administration

As disclosed in Current Reports filed by each of the active prior public programs managed by the Manager in October and November 2005, a review of certain accounting controls and procedures has resulted in these programs need to restate their respective financial statements for the periods ended December 31, 2004 and for the first two

quarters of 2005. This need to restate their financial statements reflects a material weakness in the Manager’s disclosure controls and procedures with respect to the prior programs and the Fund. The Manager is taking steps to assure accurate and complete reporting for all future periods.

Management’s Discussion and Analysis

Capital Resources and Liquidity

The Fund commenced its offering of Units on April 11, 2005. On May 31, 2005, the Fund commenced operations in its primary business (leasing and lending activities). Until the Fund’s initial portfolio of equipment has been purchased, funds that have been received, but that have not yet been invested in leased equipment, are invested in interest-bearing accounts or high-quality/short-term commercial paper. The Fund’s public offering provides for a total maximum capitalization of $150,000,000.

During the funding period, the Fund’s primary source of liquidity will be subscription proceeds from the public offering of Units. As of September 30, 2005, $24,805,730 had been contributed. The liquidity of the Fund will vary in the future, increasing to the extent proceeds from the offering, cash flows from leases and proceeds of asset sales exceed expenses, and decreasing as lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

As another source of liquidity, the Fund may enter into contractual obligations with a diversified group of lessees for fixed lease terms at fixed rental amounts. As the initial lease terms expire, the Fund 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.

Throughout the Reinvestment Period (as defined in the Limited Liability Company Operating Agreement), the Fund anticipates reinvesting a portion of lease payments from assets owned in new leasing transactions. Such reinvestment will occur only after the payment of all obligations, including debt service (both principal and interest), the payment of management fees to AFS and providing for cash distributions to the Members.

As of September 30, 2005, the Fund had outstanding commitments to purchase lease equipment of approximately $15,733,174 which may be funded during the year ended December 31, 2005. This amount represents contract awards which may be cancelled by the prospective lessee or may not be accepted by the Fund.

Cash Flows

During the first three quarters of 2005, the Fund’s primary source of liquidity was the proceeds of its offering of Units. As of September 30, 2005, 2,480,623 units have been sold.

During this same period, the primary use of cash consisted of payments of commissions and syndication costs associated with the offering. As of September 30, 2005, $3,495,486 of these costs have been paid to the Managing Member.

During the first three quarters of 2005, the primary investing use of cash was the purchase of approximately $644,000 operating lease assets, and approximately $987,000 advances on notes receivable.

Results of Operations

In the first three quarters of 2005, operations consisted of interest income earned on cash and cash equivalents and notes receivable, as well as operating lease income less cost reimbursements to the Managing Member and other expenses. Results of operations in future periods are expected to vary considerably from those of the first three

quarters of 2005 as the Fund continues to receive offering proceeds and continue acquisitions of lease assets and lending activities.

For the nine month period ended September 30, 2005, operations resulted in a net income of $1,355. Revenue for this period consisted mostly of interest income from cash and cash equivalents. Additionally, the Fund began recognizing revenue from operating lease assets as well as interest on the notes receivable. We expect operating lease assets and interest on notes receivable will become the primary source of revenues and the amounts earned will increase as we continue to acquire additional assets.

For this same period, the majority of expenses consisted of cost reimbursements to the managing member, professional fees and depreciation of operating lease assets. We expect depreciation expense will increase in future periods in relation to operating lease revenues as we continue to acquire more assets.

Under the terms of the Operating Agreement, AFS is entitled to certain fees and reimbursements of costs. These amounts are expected to increase in future periods as the operations of the Fund expand.

Experts

Ernst & Young LLP, independent registered public accounting firm, has audited our balance sheet as of December 31, 2004, and the related statements of changes in members’ capital and cash flows for the period from June 25, 2004 (inception) through December 31, 2004, as set forth in their report. We’ve included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

Ernst & Young LLP, independent registered public accounting firm, has audited the consolidated balance sheet of ATEL Financial Services, LLC as of July 31, 2005, as set forth in their report. We’ve included the consolidated balance sheet in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

STATEMENT OF CASH FLOWS

NINE AND THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2005
(Unaudited)


	Nine months			Three months
	ended September 30,			ended September 30,
	2005			2005
Operating activities:
Net income	$	1,355		$	12,039
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation of operating lease assets		10,946			10,946
Amortization of initial direct costs		1,566			1,566
Changes in operating assets and liabilities:
Accounts receivable, net		(3,234	)		(3,234	)
Other assets		(116	)		(116	)
Accounts payable, Managing Member		224,821			205,563
Accounts payable, other		165,641			(21,674	)
Prepaid syndication costs		(124,309	)		143,061
Other liabilities		29,970			29,970

Net cash provided by operating activities		306,640			378,121


Investing activities:
Investment in operating leases		(615,112	)		(615,112	)
Investment in notes receivable		(987,308	)		(987,308	)
Payments of initial direct costs to Managing Member		(41,895	)		(41,895	)

Net cash used in investing activities		(1,644,315	)		(1,644,315	)


Financing activities:
Capital contributions received		24,805,730			17,863,890
Payment of commissions and syndication cost to Managing Member		(3,495,486	)		(2,664,020	)
Distributions to Other Members		(187,674	)		(187,674	)
Distributions to Managing Member		(15,205	)		(15,205	)

Net cash provided by financing activities		21,107,365			14,996,991



Net increase in cash and cash equivalents		19,769,690			13,730,797

Cash and cash equivalents at beginning of period		600			6,039,493

Cash and cash equivalents at end of period	$	19,770,290		$	19,770,290

See accompanying notes.

F-5

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2005
(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL Capital Equipment Fund XI, LLC (the “Company”) was formed under the laws of the state of California on June 25, 2004 for the purpose of acquiring equipment to engage in equipment leasing, lending and sales activities. The Company may continue until December 31, 2025. ATEL Financial Services, LLC (“AFS”), an affiliated entity, acts as the Managing Member of the Company. Contributions in the amount of $24,806,330 were received as of September 30, 2005, $100 of which represented the Managing Member’s continuing interest.

The Company is conducting a public offering of 15,000,000 Limited Liability Company Units (Units) at a price of $10 per Unit. Upon the sale of the minimum amount of Units of 120,000 Units ($1,200,000) and the receipt of the proceeds thereof on May 31, 2005, the Company commenced operations.

As a limited liability company, the liability of any individual member “unit holder” or “other member” for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.

The Company, or AFS on behalf of the Company, will incur costs in connection with the organization, registration and issuance of the Limited Liability Company Units (Units). The amount of such costs to be borne by the Company is limited by certain provisions of the Company’s Operating Agreement.

The Company’s principal objectives are to invest in a diversified portfolio of equipment that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular distributions to the members 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, as defined, and (iii) provide additional distributions following the Reinvestment Period and until all equipment has been sold. The Company is governed by its Limited Liability Company Operating Agreement (Operating Agreement).

The Company is in its acquisition phase and is making distributions on a monthly and quarterly basis. Distributions commenced in the third quarter of 2005.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with instructions to Form 10-QSB and Article 10 of Regulation S-X. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary to a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that effect reported amounts in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the nine months ended September 30, 2005 are not necessarily indicative of the results for the year ending December 31, 2005.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-KSB for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

F-6

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2005
(Unaudited)

2. Summary of significant accounting policies (continued):

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments with original maturities of ninety days or less.

Use of estimates:

The preparation of the 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 consolidated balance sheet. Actual results could differ from those estimates.

Equipment on operating leases:

Equipment on operating leases is stated at cost. Depreciation is being provided by use of the straight-line method over the terms of the related leases to the equipment’s estimated residual values at the end of the leases.

Asset Valuation:

Recorded values of the Company’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 the discounted estimated future cash flows) of the assets and its carrying value on the measurement date.

Revenue recognition:

Operating 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 expected to be for 36 to 84 months. Income from step rent provisions, escalation clauses, capital improvement funding provisions or other lease concessions in lease contracts, and lease rates subject to variation based on changes in market indexes or interest rates are recognized on a straight line basis.

Direct finance leases

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

F-7

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2005
(Unaudited)

2. Summary of significant accounting policies (continued):

Notes receivable

Income from notes receivable is reported using the financing method of accounting. The Company’s investment in notes receivable is reported as the present value of the future note payments. The income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding.

Initial direct costs:

The Company capitalizes initial direct costs associated with the acquisition of lease assets. These costs are amortized over the lease term either as an adjustment to the yield for direct finance leases or on a straight-line basis for operating leases.

Segment Reporting:

The Company 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 company. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assts and reports revenue, and its major customers. The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly the Company operates in one reportable operating segment in the United States.

3. Investment in equipment leases:

The Company’s investment in leases consists of the following:


					Depreciation/
					Amortization
					Expense or
					Amortization
	Balance				of Direct			Balance
	December 31,				Financing			September 30,
	2004		Additions		Leases			2005
Net investment in operating leases	$	—	$	615,112	$	(10,946	)	$	604,166
Initial direct costs, net of accumulated amortization of $1,566 in 2005		—		41,895		(1,566	)		40,329

	$	—	$	657,007	$	(12,512	)	$	644,495

All of the property on leases was acquired in 2005.

F-8

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2005
(Unaudited)

4. Notes receivable:

The Company has various notes receivable from parties who have financed the purchase of equipment through the Company. The terms of the notes receivable are 18 to 60 months and bear interest at rates ranging from 11% to 22%. The notes are secured by the equipment financed. As of September 30, 2005, the minimum future payments receivable are as follows:


Three months ending December 31, 2005	$	104,755
Year ending December 31, 2006		383,730
2007		383,730
2008		291,134

	$	1,163,349

Less portion representing interest		(176,041	)

	$	987,308

5. Related party transactions:

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

The Operating Agreement allows for the reimbursement of costs incurred by AFS in providing administrative services to the Company. Administrative services provided include Company accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of equipment. Reimbursable costs incurred by AFS are allocated to the Company based upon estimated time incurred by employees working on Company business and an allocation of rent and other costs based on utilization studies.

Each of ATEL Leasing Corporation (“ALC”), ATEL Equipment Corporation (“AEC”), ATEL Investor Services (“AIS”) and ATEL Financial Services LLC is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Company. Acquisition services are performed for the Company 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 Company are performed by AFS.

Cost reimbursements to the Managing Member are based on costs incurred by AFS in performing administrative services for the Company that are allocated to each fund that AFS manages based on certain criteria such as existing or new leases, and number of investors or equity depending on the type of cost incurred. AFS believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location.

During the nine and three month periods ended September 30, 2005, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Operating Agreement as follows:

F-10

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2005
(Unaudited)

5. Related party transactions (continued):


	Nine Months		Three Months
	Ended September 30,		Ended September 30,
	2005		2005
Selling commissions, equal to 9% of the selling price of the Limited Liability Company units, deducted from Other Members’ capital	$	2,232,516	$	1,607,750
Reimbursement of other syndication costs to Managing Member, deducted from Other Members’ capital		1,262,970		1,056,270
Other operating expenses		95,678		78,165

	$	3,591,164	$	2,742,185

The Managing Member, on behalf of the Company, will incur syndication costs in connection with the organization, registration and issuance of the Limited Liability Company Units (Units). As of September 30, 2005, total syndication costs incurred and reimbursed by the Company to the Managing Member exceeded the syndication cost limitations as defined in the Operating Agreement. The amounts in excess of the limit are recorded as prepaid syndication costs. As the limit increases, based on increased sales of the Units, the prepaid syndication costs are recorded as a reduction to Members’ capital.

6. Members’ capital:

As of September 30, 2005, 2,480,623 Units were issued and outstanding. The Fund is authorized to issue up to 15,000,000 Units.

Distributions to the Other Members were as follows:


	Nine Months		Three Months
	Ended September 30,		Ended September 30,
	2005		2005
Distributions to other members	$	187,674	$	187,674
Weighted average number of Units outstanding		1,067,659		1,609,823
Weighted average distributions per Unit	$	0.18	$	0.12

7. Commitments:

As of September 30, 2005, the Company had outstanding commitments to purchase lease equipment of approximately $15,733,174 which may be funded during the year ended December 31, 2005. This amount represents contract awards which may be cancelled by the prospective lessee or may not be accepted by the Company.

8. Financing Arrangement:

The Company participates with AFS and certain of its affiliates in a financing arrangement (comprised of a term loan to AFS and a line of credit) with a group of financial institutions that includes certain financial covenants. The financial arrangement is $75,000,000 and expires in June 2007. The availability of borrowings to the Company under this financing arrangement is reduced by the amount AFS has outstanding as a term loan. As of September 30, 2005 borrowings under the facility were as follows:

F-11

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2005
(Unaudited)

8. Financing Arrangement (continued):


Total amount available under the financing arrangement	$	75,000,000
Term loan to AFS as of September 30, 2005		—

Total available under the acquisition and warehouse facilities		75,000,000

Amount borrowed by the Company under the acquisition facility		—
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition facility		(12,500,000	)

Total remaining available under the acquisition and warehouse facilities	$	62,500,000

Draws on the acquisition facility by any individual borrower are secured only by that borrower’s assets, including equipment and related leases. Borrowings on the warehouse facility are recourse jointly to certain of the affiliated Memberships and limited liability companies, the Company and AFS.

The credit agreement includes certain financial covenants applicable to each borrower. The Company was in compliance with its covenants as of September 30, 2005.

9. Guarantees:

The Company enters into contracts that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, the Company 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 Company 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 Managing Member 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 Managing Member, no liability will arise as a result of these provisions. The Managing Member has no reason to believe that the facts and circumstances relating to the Company’s contractual commitments differ from those it has entered into on behalf of the prior programs it has managed. The Managing Member knows of no facts or circumstances that would make the Company’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Company believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Company’s similar commitments is remote. Should any such indemnification obligation become payable, the Company would separately record and/or disclose such liability in accordance with GAAP.

F-12

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Members
ATEL Financial Services, LLC

We have audited the accompanying consolidated balance sheet of ATEL Financial Services, LLC (the “Company”) and subsidiary as of July 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on this balance sheet based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the 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 Company’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 Company’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 consolidated balance sheet referred to above present fairly, in all material respects, the consolidated financial position of ATEL Financial Services, LLC and subsidiary at July 31, 2005, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

San Francisco, California
January 6, 2006

F-13

ATEL FINANCIAL SERVICES, LLC AND SUBSIDIARY

NOTES TO CONSOLIDATED BALANCE SHEET

JULY 31, 2005

1. Organization and summary of significant accounting policies:

Organization and principles of consolidation:

The consolidated balance sheet includes the accounts of ATEL Financial Services, LLC (“ATEL”) and its wholly owned subsidiary, ATEL Securities Corporation (“ASC”). ATEL is an indirect wholly owned subsidiary of ATEL Capital Group (“ACG” or the “Member”) and the financial position of ATEL would be significantly different if ATEL was autonomous.

ATEL is a California limited liability company that was formed in March 2001 to carry on the business activities that had been previously performed through that date by ATEL Financial Corporation (“AFC”), an affiliated wholly owned subsidiary of ACG. Accordingly, all the assets and liabilities of AFC were contributed by the parent, ACG, into ATEL at book value in exchange for an indirect wholly owned interest in ATEL’s members’ equity. The assets and liabilities contributed by ACG into ATEL included deferred tax assets and liabilities of AFC. Pursuant to Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes these deferred tax assets and liabilities of ATEL were then transferred to ACG to reflect ATEL’s non-taxable status as a limited liability company.

In April 2001, ATEL acquired a 71% interest in ACG (734.938 shares of common stock) from the then controlling shareholder of ACG. In exchange for the common stock of ACG, ATEL paid $18,020,000 in cash with the balance of the consideration consisting primarily of lease receivables transferred to the seller. ATEL financed a portion of the purchase price utilizing a term loan and a convertible note (discussed in Note 6). This transaction has been accounted for as a change in control leveraged buyout transaction utilizing the purchase method of accounting. All of the purchase price was allocated to goodwill. ATEL recorded goodwill of $24,166,403 related to this transaction and amortized $879,520 of this amount through July 31, 2001, at which time amortization ceased as a result of the adoption of SFAS No 142 “Goodwill and Other Intangible Assets”

On April 16, 2004, ATEL entered into a stock redemption agreement with the former controlling shareholder of ACG to acquire an effective five percent interest in the Company. A cash consideration of $610,000 was paid for the transaction. After the transaction ATEL immediately retired such shares. This transaction was accounted for under the treasury stock method.

ATEL organizes and sponsors limited partnerships and limited liability companies (the “affiliated programs” or the “programs”) engaged in equipment leasing and sales activities. It also acts as the corporate general partner or managing member in these affiliated programs. Through these programs, ACG derives various fees and also receives reimbursements for expenses incurred on behalf of these entities, of which certain fees and expense reimbursements are allocated to ATEL, with the balance allocated to various other affiliates. The basis for determination of the types and amounts of these fees and reimbursements are provided in agreements with the various programs.

F-15

ATEL FINANCIAL SERVICES, LLC AND SUBSIDIARY

NOTES TO CONSOLIDATED BALANCE SHEET

July 31, 2005

1. Organization and summary of significant accounting policies (continued):

A portion of the fees mentioned above are subordinated to the affiliated programs’ limited partners’ and other members’ full recovery of their initial invested capital contributions plus a specified return on their investments. No earnings or equity interests from such subordinated interests have been recognized through July 31, 2005.

ATEL will continue in full force and effect until such time as the Member elects to dissolve ATEL or ATEL is otherwise dissolved. As a limited liability company, the liability of any individual member for the obligations of ATEL is limited to the extent of capital contributions to the company by the individual member.

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments with original maturities of ninety days or less.

Property and equipment:

Property and equipment is stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which range from three to seven years.

Leasehold improvements:

Leasehold improvements are stated at cost. Amortization is calculated using the straight-line method over the lives of the related leases or estimated lives, whichever is shorter.

Fair value of financial instruments:

ATEL considers amounts presented for financial instruments on the consolidated balance sheet to approximate fair value.

Credit risk:

Financial instruments that potentially subject ATEL to concentrations of credit risk include cash and cash equivalents and amounts due from affiliates. ATEL 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 ATEL. The Company has receivables from affiliates that are subject to credit risk which ATEL believes is minimal.

Use of estimates:

The preparation of the consolidated balance sheet 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 consolidated balance sheet. Actual results could differ from those estimates. The significant estimates were made in relation to the useful lives of property and equipment and leasehold improvements and goodwill impairment.

F-16

ATEL FINANCIAL SERVICES, LLC AND SUBSIDIARY

NOTES TO CONSOLIDATED BALANCE SHEET

July 31, 2005

1. Organization and summary of significant accounting policies (continued):

Investments in affiliated programs:

ATEL accounts for its interest as a corporate general partner (or as the managing member) in the affiliated programs at cost, or under the equity method of accounting, based on the terms of the individual affiliated partnership or operating agreements.

Investments in affiliated programs accounted for at cost do not provide for general partner distributions in the partnership agreements. Certain investments in affiliated programs accounted for at cost do not require ATEL to make additional capital contributions, and, hence, ATEL records all distributions received from these programs as income based on the cost method of accounting. These amounts are included in other assets.

The partnership/operating agreements for investments in affiliated programs accounted for under the cost method of accounting provide for general partner (or managing member) distributions, subject to limitations in the respective partnership agreements (or operating agreement). Upon dissolution of these programs, if the general partner (or managing member) has a deficiency in its capital account at the program level, a special allocation of income may be made to the general partner from the limited partners in an amount sufficient to bring the capital accounts to zero, based on the provisions of the partnership agreement (or operating agreement).

If the general partner (or managing member) has a positive capital account balance at the program level upon the dissolution of the program, a special allocation of income is made from the general partner (or managing member) to the limited partners in an amount sufficient to bring the capital accounts to zero, based on the terms of the partnership agreements (or operating agreements).

Income taxes:

ATEL does not provide for income taxes since all income and losses are allocated to the Member for inclusion in their respective tax returns.

Amounts due to affiliated companies:

Amounts due to affiliated companies represent amounts due to affiliated companies for operations on behalf of ACG and its subsidiaries.

F-17

ATEL FINANCIAL SERVICES, LLC AND SUBSIDIARY

NOTES TO CONSOLIDATED BALANCE SHEET

July 31, 2005

1. Organization and summary of significant accounting policies (continued):

Derivative financial instruments:

Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities as amended (“SFAS 133”) established new accounting and reporting standards for derivative instruments. SFAS No. 133, as amended, requires ATEL to recognize all derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value. It further provides criteria for derivative instruments to be designated as fair value, cash flow, or foreign currency hedges, and establishes accounting standards for reporting changes in the fair value of the derivative instruments. In accordance with SFAS No. 133, ATEL records derivative hedging instruments at fair value on the balance sheet and recognizes the offsetting gains or losses as adjustments to be reported in net income or other comprehensive income, as appropriate.

ATEL currently utilizes a cash flow hedge comprised of an interest rate swap. The interest rate swap is linked to and adjusts effectively the interest rate sensitivity of specific long-term debt. The effective portion of the change in fair value of the hedging derivative is recorded as the only item in Accumulated Other Comprehensive Income (AOCI) and the ineffective portion (if any) directly in earnings. Amounts in AOCI are reclassified into earnings in a manner consistent with the earnings pattern of the underlying hedged item (generally reflected in interest expense). If a hedged item is redesignated prior to maturity, previous adjustments to AOCI are recognized in earnings to match the earnings recognition pattern of the hedged item (e.g., level yield amortization if hedging interest bearing instruments). Interest income or expense on the hedging derivative used to manage interest rate exposure is recorded on an accrual basis, as an adjustment to the yield of the hedged item over the periods covered by the contract.

Credit exposure from derivative financial instruments arises from the risk of a counterparty default on the derivative contract. The amount of the loss created by the default is the replacement cost or current positive fair value of the defaulted contract.

2. Related party transactions:

The Limited Partnership Agreements and Operating Agreements of the affiliated programs allow for the reimbursement of costs incurred by ACG and its subsidiaries in providing offering and administrative services to the programs, of which a portion of such amounts is allocated to ATEL. Administrative services provided include program accounting, investor relations, legal counsel and lease and equipment documentation. ACG and its subsidiaries are not reimbursed for services whereby they are entitled to receive a separate fee as compensation for such services, such as acquiring and overseeing the management of equipment. Reimbursable operating costs incurred by ACG and its subsidiaries are allocated to the programs based upon actual time incurred by employees working on program business and an allocation of rent and other costs based on utilization studies. As of July 31, 2005, $7,004,765 remained outstanding from affiliates for reimbursable operating and administrative costs and management fees.

F-18

ATEL FINANCIAL SERVICES, LLC AND SUBSIDIARY

NOTES TO CONSOLIDATED BALANCE SHEET

July 31, 2005

3. Adjustment to Member's equity:

In November 2005, as a result of the Company’s review of the financial statements and underlying records of the affiliated programs, the Company determined that certain costs incurred by the Company in connection with offering / syndication activities provided on behalf of the programs in prior years should have been reimbursed by the programs as allowed under the various operating agreements. Therefore, the Company recorded the net understatement of prior years expense reimbursement in the amount of $717,538 as an adjustment to members’ capital in the fiscal year ended July 31, 2005 and a corresponding increase to amounts due from affiliates.

4. Goodwill:

Goodwill of $24,166,403 was recorded in connection with the leveraged buyout of the principal shareholder of ACG in April 2001 (see Note 1). At July 31, 2005, accumulated amortization of goodwill was $879,520. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, no amortization of goodwill was recorded during the period ended July 31, 2005. On an annual basis, management reviews goodwill and other amortizable assets and evaluates events or changes in circumstances that may indicate impairment in the carrying amount of such assets. In such instances, impairment, if any, is measured on a discounted future cash flow basis. Based on management’s review, no impairment of goodwill existed during the period ended July 31, 2005.

5. Property, equipment and leasehold improvements, net:

The following is a summary by category of the depreciable assets at July 31, 2005:


Category:
Other equipment	$	469,325
Furniture and fixture		776,611
Computer equipment		157,120
Accumulated depreciation		(647,917	)

Furniture, fixture and equipment, net				$	755,139

Net book value

Leasehold improvements	$	1,355,148
Accumulated amortization		(308,169	)

Leasehold improvements, net				$	1,046,979

F-19

ATEL FINANCIAL SERVICES, LLC AND SUBSIDIARY

NOTES TO CONSOLIDATED BALANCE SHEET

July 31, 2005

6. Long-term debt:

Term loan

ATEL assumed two separate notes in association with the leveraged buyout (see Note 1). The first is a $12,000,000 term loan with a financial institution maturing in October 2006, the balance of which was $391,273 as of July 31, 2005. The effective fixed interest rate on this note is 7.88%. Principal and interest are to be paid quarterly over twenty-two consecutive quarters. A financial covenant exists whereby an amount equal to 40% of excess cash flow, as defined, is payable within 10 days after the due date of the year-end financial statements and is applied as a reduction of principal. Excess cash flow is defined as the consolidated net profit of ACG and its consolidated subsidiaries less certain distributions. ATEL was in compliance with this financial covenant as of July 31, 2005. Subsequent to year end, in August 2005, the $391,273 balance on the term loan was paid off.

ATEL has entered into an interest rate swap with a financial institution to manage the interest rate exposure associated with the variable rate term loan by effectively converting the variable rate to a fixed rate. During the term of the interest rate swap ATEL receives or pays interest on a notional principal (generally equal to the outstanding principal of the term note) based on the difference between the nominal payment rate of 5.380% and the variable receive rate indexed to a three month libor of 3.10% in July 2005. The termination of the swap coincides with the maturity of the debt, which is October 2, 2006. As a result of the excess cash flow principal payments made during fiscal year 2005, the notional amount of the swap of $3,272,727 exceeded the principal amount of the hedged debt of $391,273 by $2,881,454 as of July 31, 2005. During the year, AOCI decreased by approximately $59,000 of which approximately $124,000 was related to the decrease in the fair value of the interest rate swap and approximately $65,000 was related to the reclassification of AOCI to earnings due to hedge ineffectiveness as a result of the notional amount of the swap exceeding the principal amount of the debt. The Company will continue to account for the ineffectiveness through earnings.

Subordinated convertible promissory note

The second note assumed in association with the leveraged buyout is a subordinated convertible promissory note (subordinate to the $12,000,000 term loan) for $4,000,000 from a related party. Interest is accrued at a rate of 8% per annum paid quarterly, with an additional interest of the greater of 2% of the principal amount payable at year-end or 15% of excess cashflows as defined. In July 2004, a principal paydown of $3,000,000 was made. All outstanding principal and interest is due on December 31, 2006. Upon maturity of the term loan, the holder will have the option for a period of thirty days, to convert the outstanding principal amount of this note into 53.1538 shares of either Series A preferred stock of ACG or, if ATEL elects prior to the maturity date of the term loan to be treated as common stock of ACG. In addition, thirty-one days after the repayment date of the term loan, ATEL has the option for a period of thirty days, to convert the principal amount of this note into the conversion shares. Subsequent to year end, in September 2005, the $1,000,000 balance remaining on this subordinated promissory note along with interest of $20,444 was paid off. None of these options were exercised by the parties.

F-20

ATEL FINANCIAL SERVICES, LLC AND SUBSIDIARY

NOTES TO CONSOLIDATED BALANCE SHEET

July 31, 2005

7. Line of credit:

ATEL participates with ACG, certain other subsidiaries of ACG, and with certain affiliated programs in an approximately $75,000,000 revolving credit agreement with a group of financial institutions which expires June 28, 2007. The agreement includes an acquisition facility, a lease warehouse facility and a venture lease facility, which are used to provide bridge financing for assets on leases. Draws on the acquisition facility by any individual borrower are secured only by that borrower’s assets, including equipment and related leases. Borrowings on the warehouse facility are recourse jointly to certain of the affiliated programs, ACG and ATEL. As of July 31, 2005, no draws were outstanding on the warehouse facility. Borrowings available on the warehouse facility at July 31, 2005 total $63,108,727. Subsequent to year end the line of credit was increased to $5,000,000 available for operations and working capital. There were no draws under any of the facilities during the year ended July 31, 2005.

These facilities, when used, are collateralized by (i) leases and equipment owned by the specific borrower and financed by the lines and (ii) all other assets owned by the specific borrower except equipment, lease receipts and residual values specifically pledged to other equipment funding sources. ATEL’s borrowings under the facility are guaranteed by ACG and/or its shareholders.

The credit agreement includes certain financial covenants applicable to each borrower. ATEL was not in compliance with the financial statement preparation and submission covenant for the July 31, 2005 year end, but has received a waiver from the lenders through January 31, 2006.

8. Other long-term debt:

ATEL entered into a loan and security agreement with a lender on July 30, 2003. Under the loan and security agreement ATEL may borrow up to $1,000,000 for equipment purchases, which was borrowed in September 2004. The balance at July 31, 2005 is $633,333. The loan will be paid in 60 equal monthly installments of principal and interest payments that commenced on November 29, 2003 and will cease upon termination of the loan on October 31, 2008. The interest rate is 5.01% and is fixed.

Future minimum payments on other long term debt are as follows:


	Principal		Interest		Total
Year ending July 31,	Payments		Payments		Payments
2006	$	200,000	$	27,138	$	227,138
2007		200,000		17,118		217,118
2008		200,000		7,098		207,098
2009		33,333		209		33,542

	$	633,333	$	51,563	$	684,896

F-21

EXHIBIT A

PRIOR PERFORMANCE INFORMATION

ATEL Financial Services, LLC (“ATEL”), the Manager of the Fund, and its affiliates have extensive experience in the equipment leasing industry, including: (i) originating and financing leveraged and single investor lease transactions for corporate investors, (ii) acting as a broker/packager by arranging equity and debt participants for equipment leasing transactions originated by other companies, (iii) consulting on the pricing and structuring of equipment lease transactions for banks, leasing companies and corporations, (iv) organizing and offering individual ownership and limited partnership investment leasing programs and (v) supervising and arranging for the supervision of equipment management and marketing on leasing transactions involving total equipment costs in excess of $1 billion.

In addition to the Fund, ATEL has sponsored ten prior public and three private equipment leasing programs. See “Tables I-V” for a summary of information regarding the prior public programs.

The first prior public program, ATEL Cash Distribution Fund (“ACDF”), commenced a public offering of up to $10,000,000 of its limited partnership interests on March 1, 1986. ACDF terminated its offering on December 18, 1987 after raising a total of $10,000,000 in offering proceeds from a total of approximately 1,000 investors, all of which proceeds were committed to equipment acquisitions, organization and offering expenses and capital reserves. ACDF acquired a variety of types of equipment with a total purchase cost of $11,133,679. All such equipment had been sold as of December 31, 1997.

Through December 31, 1997, ACDF had made cash distributions to its investors in the aggregate amount of $1,121.03 per $1,000 invested. Of this amount a total of $244.89 represents investment income and $876.14 represents return of capital.

The second prior public program, ATEL Cash Distribution Fund II (“ACDF II”), commenced a public offering of up to $25,000,000 (with an option to increase the offering to $35,000,000) of its limited partnership interests on January 4, 1988. ACDF II terminated its offering on January 3, 1990 after raising a total of $35,000,000 in offering proceeds from a total of approximately 3,100 investors, all of which proceeds were committed to equipment acquisitions, organization and offering expenses and capital reserves. ACDF II acquired a variety of types of equipment with a total purchase cost of $52,270,536. All such equipment had been sold as of December 31, 1998.

Through December 31, 1998, ACDF II had made cash distributions to its investors in the aggregate amount of $1,222.63 per $1,000 invested. Of this amount a total of $335.43 represents investment income and $887.20 represents return of capital.

The third prior public program, ATEL Cash Distribution Fund III (“ACDF III”), commenced a public offering of up to $50,000,000 (with an option to increase the offering to $75,000,000) of its limited partnership interests on January 4, 1990. ACDF III terminated its offering on January 3, 1992 after raising a total of $73,855,840 in offering proceeds from a total of approximately 4,822 investors, all of which proceeds were committed to equipment acquisitions, organization and offering expenses and capital reserves. ACDF III acquired a variety of types of equipment with a total purchase cost of $99,629,942. All such equipment had been sold as of December 31, 2000.

Through December 31, 2000, ACDF III had made cash distributions to its investors in the aggregate amount of $1,329.76 per $1,000 invested. Of this amount a total of $379.10 represents investment income and $950.66 represents return of capital.

The fourth prior public program, ATEL Cash Distribution Fund IV (“ACDF IV”), commenced a public offering of up to $75,000,000 of its limited partnership interests on February 4, 1992. ACDF IV terminated its offering on February 3, 1993 after raising a total of $75,000,000 in offering proceeds from a total of approximately 4,873 investors, all of which proceeds were committed to equipment acquisitions, organization and offering expenses and capital reserves. ACDF IV acquired a variety of types of equipment with a total purchase cost of $108,734,880. All such equipment had been sold as of December 31, 2004.

Through December 31, 2004, ACDF IV had made cash distributions to its investors in the aggregate amount of $1,246.49 per $1,000 invested. Of this amount a total of $336.19 represents investment income and $910.30 represents return of capital.

Past performance is not necessarily indicative of future performance.

A-1

The fifth prior public program, ATEL Cash Distribution Fund V (“ACDF V”), commenced a public offering of up to $125,000,000 of its limited partnership interests on February 22, 1993. ACDF V terminated its offering on November 15, 1994. As of that date, $125,000,000 of offering proceeds had been received from approximately 7,217 investors. All of the proceeds were committed to equipment acquisitions, organization and offering expenses and capital reserves. ACDF V acquired a variety of types of equipment with a total purchase cost of $186,995,157. Of such equipment, items representing an original purchase cost of $157,625,551 had been sold as of October 31, 2005.

Through September 30, 2005, ACDF V had made cash distributions to its investors in the aggregate amount of $1,009.88 per $1,000 invested. Of this amount a total of $161.47 represents investment income and $848.41 represents return of capital.

The sixth prior public program, ATEL Cash Distribution Fund VI (“ACDF VI”), commenced a public offering of up to $125,000,000 of its limited partnership interests on November 23, 1994. ACDF VI terminated its offering on November 22, 1996. As of that date, $125,000,000 of offering proceeds had been received from approximately 6,401 investors. All of the proceeds were committed to equipment acquisitions, organization and offering expenses and capital reserves. ACDF VI acquired a variety of types of equipment with a total purchase cost of $208,275,158. Of such equipment, items representing an original purchase cost of $171,319,498 had been sold as of October 31, 2005.

Through September 30, 2005, ACDF VI had made cash distributions to its investors in the aggregate amount of $879.60 per $1,000 invested. Of this amount a total of $110.47 represents investment income and $769.13 represents return of capital.

The seventh prior public program, ATEL Capital Equipment Fund VII (“ACEF VII”), commenced a public offering of up to $150,000,000 of its limited partnership interests on November 29, 1996. ACEF VII terminated its offering on November 29, 1998. As of that date, $150,000,000 of offering proceeds had been received from approximately 5,386 investors. All of the proceeds were committed to equipment acquisitions, organization and offering expenses and capital reserves. ACEF VII had acquired a variety of types of equipment with a total purchase cost of $302,751,046. Of such equipment, items representing an original purchase cost of $146,352,181 had been sold as of October 31, 2005.

Through September 30, 2005, ACEF VII had made cash distributions to its investors in the aggregate amount of $731.46 per $1,000 invested. Of this amount a total of $102.79 represents investment income and $628.67 represents return of capital.

The eighth prior public program, ATEL Capital Equipment Fund VIII (“ACEF VIII”), commenced a public offering of up to $150,000,000 of its limited liability company units on December 7, 1998. ACEF VIII terminated its offering on November 30, 2000. As of that date, $135,701,380 of offering proceeds had been received from approximately 3,625 investors. All of the proceeds were committed to equipment acquisitions, organization and offering expenses and capital reserves. ACEF VIII had acquired a variety of types of equipment with a total purchase cost of $249,040,775. Of such equipment, items representing an original purchase cost of approximately $133,649,064 had been sold as of October 31, 2005.

Through September 30, 2005, ACEF VIII had made cash distributions to its investors in the aggregate amount of $585.84 per $1,000 invested. Of this amount a total of $45.96 represents investment income and $539.88 represents return of capital. See Table III — “Operating Results of Prior Programs” in this Exhibit A for further information concerning such distributions. See Table V - “Sales or Disposals of Equipment” in Exhibit A for further information concerning the equipment disposed of by ACEF VIII. See Table VI — “Acquisition of Equipment by Prior Programs” in Exhibit A for further information concerning the types of equipment acquired by ACEF VIII.

The ninth prior public program, ATEL Capital Equipment Fund IX (“ACEF IX”), commenced a public offering of up to $150,000,000 of its limited liability company units on January 16, 2001. ACEF IX terminated its offering as of January 15, 2003. As of that date, $120,652,160 of offering proceeds had been received from approximately 3,238 investors. All of the proceeds were committed to equipment acquisitions, organization and offering expenses and

Past performance is not necessarily indicative of future performance.

A-2

capital reserves. ACEF IX has acquired a variety of types of equipment with a total purchase cost of $139,602,925. Of such equipment, items representing an original purchase cost of approximately $12,279,803 had been sold as of October 31, 2005.

Through September 30, 2005, ACEF IX had made cash distributions to its investors in the aggregate amount of $384.45 per $1,000 invested. Of this amount a total of $26.04 represents investment income and $358.41 represents return of capital. See Table III — “Operating Results of Prior Programs” in this Exhibit A for further information concerning such distributions. See Table V - “Sales or Disposals of Equipment” in Exhibit A for further information concerning the equipment disposed of by ACEF IX. See Table VI — “Acquisition of Equipment by Prior Programs” in Exhibit A for further information concerning the types of equipment acquired by ACEF IX.

The tenth prior public program, ATEL Capital Equipment Fund X (“ACEF X”), commenced a public offering of up to $150,000,000 of its limited liability company units on March 12, 2003. ACEF X terminated its offering as of March 11, 2005. As of that date, $140,278,860 of offering proceeds had been received. All of the proceeds were committed to equipment acquisitions, organization and offering expenses, working capital and capital reserves. ACEF X has acquired a variety of types of equipment and invested in notes receivable with a total purchase cost of $77,647,597. Of such equipment, items representing an original purchase cost of approximately $1,317,293 had been sold as of October 31, 2005.

Through September 30, 2005, ACEF X had made cash distributions to its investors in the aggregate amount of $171.54 per $1,000 invested. All of this amount represents return of capital. See Table III — “Operating Results of Prior Programs” in this Exhibit A for further information concerning such distributions. See Table V — “Sales or Disposals of Equipment” in Exhibit A for further information concerning the equipment disposed of by ACEF X. See Table VI — “Acquisition of Equipment by Prior Programs” in Exhibit A for further information concerning the types of equipment acquired by ACEF X.

As discussed elsewhere in this Prospectus, fluctuations in demand for equipment may affect the ability of a leasing program to invest its capital in a timely manner. ACEF IX is in the process of leveraging its gross offering proceeds for the purchase of its initial equipment portfolio. ACEF X is in the process of committing the balance of its gross offering proceeds to its initial equipment portfolio. Equipment lessors have experienced a more difficult market in which to make suitable investments during the past three years of reduced growth and recession in the U.S. economy as a result of the softening demand for capital equipment during this period. Delays in investment may have a negative impact on ACEF IX and ACEF X. The Manager believes that it has identified industry segments, lease markets and potential transaction structures that will permit ACEF IX and ACEF X to fully pursue their investment objectives.

Each of the Prior Programs has had, as an investment objective, the reinvestment of cash flow after payment of debt service and certain minimum distributions. Reinvestment is intended to increase the size, diversification and return on their equipment portfolios. Adverse economic conditions during the past three years have affected the timing and terms of remarketing and re-leasing efforts by these Prior Programs. An extended remarketing cycle and lower lease rates have limited the ability of ACDF V, ACDF VI, ACEF VII and ACEF VIII to generate sufficient cash flow to permit significant reinvestment. In the future, adverse conditions in the general economy and equipment demand may also result in delays in leasing, re-leasing and disposition of equipment, and in reduced returns on invested capital. In any event, there can be no assurance as to what future developments may occur in the economy in general or in the demand for equipment and lease financing in particular.

As of October 31, 2005, the Prior Programs have acquired equipment with a total purchase cost of approximately $1.44 billion during a period of over 18 years since the date the first Prior Program commenced operations. Aggregate losses from material lessee defaults on these transactions have been approximately $7 million, or approximately 0.53% of the assets acquired, substantially less than the amount assumed by the Manager and its Affiliates in structuring these portfolios as the losses to be anticipated in the ordinary course of leasing business. There is no identifiable trend in the frequency or amount of lessee defaults experienced by prior programs.

Although certain of the Prior Programs have experienced lessee defaults in the ordinary course of business, none of the Prior Programs has experienced an unanticipated rate of default or major adverse business developments which the Fund Manager believes will impair its ability to meet its investment objectives.

Past performance is not necessarily indicative of future performance.

A-3

All of the prior public programs (the “Prior Public Programs”) have investment objectives that are similar to those of the Fund. The prior private programs, ATEL Lease Income Fund 1985-A (ALIF), ATEL Venture Fund, LLC (“AVF”), ATEL Growth Capital Fund, LLC (“AGCF”) and ATEL Growth Capital Fund II, LLC (“AGCF2”) have substantially different investment objectives than those of the Fund, so tabular information concerning these prior private programs has been omitted from this presentation.

ALIF invested in equipment without the use of any debt financing; AVF, AGCF and ACGF2 invested in portfolios with different transaction structures, including significant emphasis on finance leases, different credit criteria, targeting development stage lessees, and different investment goals, including more accelerated recovery of initial capital. The Fund and the Prior Public Programs invest in equipment with moderate amounts of leverage, acquire operating leases with equipment leased primarily to investment grade and equivalent credits, and have more emphasis on low technology, longer-lived equipment. Accordingly, only the Prior Public Programs are deemed to have investment objectives similar to those of the Fund.

The factors considered by the Manager in determining that the investment objectives of the Prior Public Programs were similar to those of the Fund include the types of equipment to be acquired, the structure of the leases to such equipment, the credit criteria for lessees, the intended investment cycles, the reinvestment policies and the investment goals of each program. Therefore all of the information set forth in Tables included in this Exhibit A — “Prior Performance Information” may be deemed to relate to programs with investment objectives similar to those of the Fund.

In Tables I through III, information is presented with respect to all Prior Programs sponsored by the Manager and its Affiliates that completed their offerings of interests within the five-year period ended September 30, 2005. Table IV includes information concerning the three Prior Programs that had completed their respective operations as of September 30, 2005. Table V includes information regarding all dispositions of equipment by Prior Programs through October 31, 2005. Table VI includes information regarding all acquisitions of equipment by Prior Programs through October 31, 2005.

The following is a list of the tables set forth in Exhibit A:


TABLE I		Experience in Raising and Investing Funds
TABLE II		Compensation to the General Partner/Managing Member
TABLE III		Operating Results of Prior Programs
TABLE IV		Results of Completed Programs
TABLE V		Sales or Disposals of Equipment by Prior Programs
TABLE VI		Acquisition of Equipment by Prior Programs

ATEL will provide to any investor, upon written request and without charge, copies of the most recent Annual Reports on Form 10-K filed with the Securities and Exchange Commission by each Prior Public Program and will provide to any investor, for a reasonable fee, copies of the exhibits to such reports.

INVESTORS IN THE PARTNERSHIP WILL HAVE NO INTEREST IN THE INVESTMENTS DESCRIBED IN THE FOLLOWING TABLES. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE INCLUSION OF THIS INFORMATION AS INDICATIVE OF THE POSSIBLE OPERATIONS OF THE PARTNERSHIP.

Past performance is not necessarily indicative of future performance.

A-4

TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
(on a percentage basis)
September 30, 2005
(Unaudited)

The following Table sets forth certain information concerning the experience of the General Partner/Managing Member in raising and investing funds. A percentage analysis of the application of the proceeds raised is presented.


	ATEL Capital			ATEL Capital			ATEL Capital
	Equipment			Equipment			Equipment
	Fund VIII			Fund IX			Fund X
EQUITY PROCEEDS
Dollar amount of equity offered	$	150,000,000		$	150,000,000		$	150,000,000
Dollar amount of equity raised	$	135,701,380		$	120,652,160		$	140,278,860	(6)

Less: Offering expenses:
Selling commissions		9.50	%		9.50	%		9.00	%
Organization and program expenses (1)		4.68	%		4.51	%		3.71	%
Reserves		0.50	%		0.50	%		0.50	%

Percent available for investment		85.32	%		85.49	%		86.79	%
Acquisition costs:
Purchase price (2)		85.32	%		85.49	%		86.79	%
Acquisition fees		—			—			—

		85.32	%		85.49	%		86.79	%

Percent leverage (3)		53.13	%		21.41	%		0.00	%


Date offering commenced:	Dec. 7, 1998			Jan. 16, 2001			Mar. 12, 2003

Length of offering	24 Months			24 Months			24 Months

Months to invest 90% of amount available for investment (measured from beginning of offering)	24 Months (4)			30 Months (5)			30 Months (6)

FOOTNOTES:



(1)		Includes organization, legal, accounting, printing, binding, delivery and other costs incurred by the General Partner/Managing Member.

(2)		Represents amounts paid to unrelated third parties for purchase of equipment under leases.

(3)		The percentage leverage is calculated by dividing the initial principal amount of debt incurred by the program through the date of this table by the aggregate original cost of all equipment purchased by the program through such date. It should be noted, however, that each program has acquired assets, has made or will make principal amortizing debt service payments and/or has disposed or will dispose of assets over a period of time extending from its first investment in equipment. As a result, for each program the total cost of the assets in its portfolio and the total principal amount of debt outstanding have fluctuated from time to time. The percentage figure, therefore, does not reflect the current leverage ratio or the debt ratio at any one point in time, but constitutes an aggregate ratio for the life of the program through the date of the table.

(4)		As of November 30, 2000, the Fund’s offering of Limited Liability Company Units was completed. As of that date, the proceeds of the offering had been fully committed.

(5)		As of January 15, 2003, the Fund’s offering of Limited Liability Company Units was completed. As of September 30, 2003, the proceeds of the offering had been fully committed.

(6)		As of March 11, 2005, the Funds offering of Limited Liability Company Units was completed. As of October 31, 2005 the proceeds of the offering had been fully committed.

Past performance is not necessarily indicative of future performance.

A-5

TABLE II
COMPENSATION TO THE GENERAL PARTNER/MANAGING MEMBER
September 30, 2005
(Unaudited)

The following Table sets forth certain information concerning the compensation derived by the General Partner/Managing Member. Amounts paid are from two sources: proceeds of the offering and gross revenues.


		ATEL Capital		ATEL Capital		ATEL Capital
		Equipment		Equipment		Equipment
		Fund VIII		Fund IX		Fund X
Date offering commenced		Dec. 7, 1998		Jan. 16, 2001		Mar. 12, 2003
Date offering closed		Nov. 30, 2000		Jan. 15, 2003		Mar. 11, 2005
Dollar amount raised		$	135,701,380	$	120,652,160	$	140,278,860

Amounts paid to General Partner / Managing Member from proceeds of offering:
Acquisition fees / Reimbursements of initial direct costs		$	2,591,088	$	5,476,105	$	3,354,064
Selling commissions		$	12,891,631	$	11,461,955	$	12,625,097
Organization and program costs		$	6,354,458	$	5,441,795	$	5,198,599
Dollar amount of cumulative cash generated from operations before deducting payments to the General Partner/Managing Member		$	129,237,984	$	43,704,775	$	11,960,040
Cumulative amount paid to the General Partner/Managing Member from operations:
Management fees		$	8,261,655	$	2,469,461	$	684,004
Reimbursement of payroll costs		$	4,647,401	$	1,976,280	$	663,395
Other operating expenses		$	769,758	$	704,065	$	294,377

Aggregate payments to General Partner / Managing Member:(1)

	1999	$	13,056,922
	2000		11,872,250
	2001		2,921,431	$	7,131,876
	2002		2,351,555		10,270,777
	2003		2,337,830		4,115,416	$	7,715,713
	2004		1,809,516		2,740,037		10,154,289
	2005		1,166,487		3,271,555		4,949,534

		$	35,515,991	$	27,529,661	$	22,819,536

FOOTNOTES:



(1)		As of September 30, 2005. Includes payments of management fees, reimbursements of syndication costs to General Partner/Managing Member (and affiliates), acquisition fees, initial direct costs on leases and reimbursements of administrative costs.

Past performance is not necessarily indicative of future performance.

A-6

TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
September 30, 2005
(Unaudited)

The following Table summarizes the operating results of Prior Programs ( ACEF VIII, ACEF IX and ACEF X). The Prior Programs’ records are maintained in accordance with generally accepted accounting principles for financial statement purposes.


	ATEL Capital Equipment Fund VIII
	Period Ended
	December 31,
	1999			2000			2001
Months of operations		12			12			12

Gross revenue — lease and other	$	8,657,636		$	31,046,332		$	41,992,805
— gain (loss) on sales of assets		3,017			1,453			1,801,292

		8,660,653			31,047,785			43,794,097

Less Operating Expenses: (1)
Depreciation and amortization expense		5,481,955			22,703,913			31,555,851
Provision for losses and doubtful accounts		—			—			82,615
Interest expense		1,340,804			7,365,041			9,058,622
Administrative costs and reimbursements		243,774			1,261,054			749,754
Legal/Professional fees		155,743			127,345			215,450
Other		121,438			398,365			287,382
Management fee		443,943			1,465,566			1,849,335

		7,787,657			33,321,284			43,799,009

Net income (loss) — GAAP basis	$	872,996		$	(2,273,499	)	$	(4,912	)


Taxable income (loss) from operations	$	(13,620,427	)	$	(29,018,361	)	$	(15,498,538	)


Cash generated by (used in) operations (2)	$	5,743,245		$	18,412,107		$	30,662,797
Cash generated from sales		38,178			7,761			7,348,063
Cash generated from refinancing		—
Cash generated from other (2)		951,549			2,154,474			2,806,236

		6,732,972			20,574,342			40,817,096

Less cash distributions to investors:
From operating cash flow		2,460,684			9,795,386			12,403,683
From sales		—			—			—
From refinancing		—			—			—
From other		—			—			—

Total distributions		2,460,684			9,795,386			12,403,683

Cash generated (deficiency) after cash distributions	$	4,272,288		$	10,778,956		$	28,413,413


Tax and distribution data per $1,000 limited partner investment:
Federal Income Tax Results:
Ordinary income (loss):
Operations	$	(312.53	)	$	(252.40	)	$	(105.64	)
Recapture
Capital gain (loss)

Cash distributions to investors on a GAAP basis:
— Investment income	$	16.73		$	—		$	—
— Return of capital		44.40			92.11			91.40

	$	61.13		$	92.11		$	91.40


Sources (on a cash basis)
Sales	$	—		$	—		$	—
Refinancing		—			—			—
Operations		61.13			92.11			91.40
Other		—			—			—

Total	$	61.13		$	92.11		$	91.40


Amount invested in program equipment (cost, excluding acquisition fees)	$	142,755,301		$	218,029,699		$	237,646,671
Amount invested in program equipment (book value)	$	139,420,208		$	190,893,298		$	178,999,739
Amount remaining invested in program equipment (Cost of equipment owned at end of period as a percentage of cost of all equipment purchased by the program) (3)		57.32	%		87.55	%		95.42	%

Past performance is not necessarily indicative of future performance.

A-7

TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
September 30, 2005
(Unaudited)

ATEL Capital Equipment Fund VIII


	Period Ended December 31,									September 30,
	2002			2003			2004			2005
Months of operations		12			12			12			9

Gross revenue — lease and other	$	32,511,431		$	28,100,765		$	19,405,309		$	9,329,228
— gain (loss) on sales of assets		271,751			595,299			8,675,502			565,207

		32,783,182			28,696,064			28,080,811			9,894,435
Less Operating Expenses: (1)
Depreciation and amortization expense		23,335,058			21,118,055			15,180,856			7,499,613
Provision for losses and doubtful accounts		2,877,500			5,709,271			913,312			98,900
Interest expense		6,888,109			4,531,325			3,467,624			1,053,620
Administrative costs and reimbursements		869,979			820,571			752,161			719,866
Legal/Professional fees		179,562			506,698			243,438			133,370
Other		843,035			1,761,696			1,499,185			357,163
Management fee		1,481,576			1,517,259			1,057,355			446,621

		36,474,819			35,964,875			23,113,931			10,309,153

Net income (loss) — GAAP basis	$	(3,691,637	)	$	(7,268,811	)	$	4,966,880		$	(414,718	)


Taxable income (loss) from operations	$	(12,212,767	)	$	(9,525,065	)	$	27,313,706		$	4,183,245	(4)


Cash generated by (used in) operations (2)	$	23,767,986		$	18,993,036		$	12,264,913		$	5,715,086
Cash generated from sales		2,403,934			13,964,820			38,125,051			7,621,030
Cash generated from refinancing		—			2,563,149			—			—
Cash generated from other (2)		2,134,026			1,793,351			1,843,290			808,653

		28,305,946			37,314,356			52,233,254			14,144,769
Less cash distributions to investors:
From operating cash flow		12,347,756			12,345,603			12,264,913			5,715,086
From sales		—			—			—			2,736,505
From refinancing		—			—			—			—
From other		—			—			82,470			808,653

Total distributions		12,347,756			12,345,603			12,347,383			9,260,244

Cash generated (deficiency) after cash distributions	$	15,958,190		$	24,968,753		$	39,885,871		$	4,884,525


Tax and distribution data per $1,000 limited partner investment:
Federal Income Tax Results:
Ordinary income (loss):
Operations	$	(83.25	)	$	(64.93	)	$	186.18		$	28.51
Recapture
Capital gain (loss)

Cash distributions to investors on a GAAP basis:
— Investment income	$	—		$	—		$	29.22		$	—
— Return of capital		90.99			90.98			61.77			68.24

	$	90.99		$	90.98		$	90.99		$	68.24


Sources (on a cash basis)
Sales	$	—		$	—		$	—		$	20.17
Refinancing		—			—			—			—
Operations		90.99			90.98			90.38			42.12
Other		—			—			0.61			5.95

Total	$	90.99		$	90.98		$	90.99		$	68.24


Amount invested in program equipment (cost, excluding acquisition fees)	$	232,355,732		$	210,621,824		$	140,662,540		$	115,391,711
Amount invested in program equipment (book value)	$	149,219,222		$	107,259,024		$	59,699,017		$	44,742,208
Amount remaining invested in program equipment (Cost of equipment owned at end of period as a percentage of cost of all equipment purchased by the program) (3)		93.30	%		85.71	%		56.48	%		46.33	%

Past performance is not necessarily indicative of future performance.

A-8

TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
September 30, 2005
(Unaudited)


	ATEL Capital Equipment Fund IX
	Period Ended December 31,
	2001			2002			2003
Months of operations		12			12			12

Gross revenue — lease and other	$	3,393,685		$	6,966,142		$	10,872,695
— gain (loss) on sales of assets		—			107,353			658,865

		3,393,685			7,073,495			11,531,560
Less Operating Expenses: (1)
Depreciation and amortization expense		2,092,145			5,191,882			8,143,595
Acquisition expense		(116,654	)		610,751			1,008,112
Provision for losses and doubtful accounts		—			—			496,347
Interest expense		199,230			336,696			349,319
Administrative costs and reimbursements		374,507			343,120			627,320
Legal/Professional fees		39,384			99,730			106,167
Other		34,152			332,390			405,671
Management fee		83,341			264,322			686,013

		2,706,105			7,178,891			11,822,544

Net income (loss) — GAAP basis	$	687,580		$	(105,396	)	$	(290,984	)


Taxable income (loss) from operations	$	107,619		$	(3,947,950	)	$	(4,526,988	)


Cash generated by (used in) operations (2)	$	1,744,270		$	5,187,729		$	7,960,244
Cash generated from sales		—			749,408			5,370,886
Cash generated from refinancing		—			—			—
Cash generated from other (2)		673,907			1,178,949			1,436,942

		2,418,177			7,116,086			14,768,072
Less cash distributions to investors:
From operating cash flow		1,213,341			5,187,729			3,825,258
From sales		—			749,408			5,370,886
From refinancing		—			—			—
From other		—			78,490			1,436,942

Total distributions		1,213,341			6,015,627			10,633,086

Cash generated (deficiency) after cash distributions	$	1,204,836		$	1,100,459		$	4,134,986


Tax and distribution data per $1,000 limited partner investment:
Federal Income Tax Results:
Ordinary income (loss):
Operations	$	4.59		$	(50.16	)	$	(34.79	)
Recapture
Capital gain (loss)

Cash distributions to investors on a GAAP basis:
— Investment income	$	27.19		$	—		$	—
— Return of capital		28.80			82.63			88.35

	$	55.99		$	82.63		$	88.35


Sources (on a cash basis)
Sales	$	—		$	10.29		$	44.63
Refinancing		—			—			—
Operations		55.99			71.26			31.78
Other		—			1.08			11.94

Total	$	55.99		$	82.63		$	88.35


Amount invested in program equipment (cost, excluding acquisition fees)	$	22,844,529		$	49,667,555		$	64,762,921
Amount invested in program equipment (book value)	$	21,243,995		$	46,798,202		$	50,942,254
Amount remaining invested in program equipment (Cost of equipment owned at end of period as a percentage of cost of all equipment purchased by the program) (3)		16.36	%		35.58	%		93.20	%

Past performance is not necessarily indicative of future performance.

A-9

TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
September 30, 2005
(Unaudited)


	ATEL Capital Equipment Fund IX
	Period Ended
	December 31,			September 30,
	2004			2005
Months of operations		12			9

Gross revenue — lease and other	$	12,757,613		$	15,514,090
— gain (loss) on sales of assets		(30,313	)		133,607

		12,727,300			15,647,697

Less Operating Expenses: (1)
Depreciation and amortization expense		9,845,205			11,928,027
Acquisition expense		713,822			460,706
Provision for losses and doubtful accounts		293,868			(13,771	)
Interest expense		533,934			1,154,864
Administrative costs and reimbursements		680,045			655,353
Legal/Professional fees		250,481			194,627
Other		401,498			146,897
Management fee		620,104			815,681

		13,338,957			15,342,384

Net income (loss) — GAAP basis	$	(611,657	)	$	305,313


Taxable income (loss) from operations	$	(5,577,422	)	$	969,591	(4)

Cash generated by (used in) operations (2)	$	8,906,143		$	14,756,583
Cash generated from sales		95,571			695,070
Cash generated from refinancing		—
Cash generated from other (2)		3,078,609			3,437,393

		12,080,323			18,889,046

Less cash distributions to investors:
From operating cash flow		8,906,143			8,139,476
From sales		95,571			—
From refinancing		—			—
From other		1,852,221			—

Total distributions		10,853,935			8,139,476

Cash generated (deficiency) after cash distributions	$	1,226,388		$	10,749,570


Tax and distribution data per $1,000 limited partner investment:
Federal Income Tax Results:
Ordinary income (loss):
Operations	$	(42.77	)	$	7.44
Recapture
Capital gain (loss)

Cash distributions to investors on a GAAP basis:
— Investment income	$	—		$	—
— Return of capital		89.98			33.23

	$	89.98		$	67.50


Sources (on a cash basis)
Sales	$	.79		$	5.76
Refinancing		—			—
Operations		73.83			33.23
Other		15.36			28.51

Total	$	89.98		$	67.50


Amount invested in program equipment (cost, excluding acquisition fees)	$	99,523,409		$	127,323,122
Amount invested in program equipment (book value)	$	86,689,450		$	88,813,653
Amount remaining invested in program equipment (Cost of equipment owned at end of period as a percentage of cost of all equipment purchased by the program) (3)		77.26	%		91.20	%

Past performance is not necessarily indicative of future performance.

A-10

TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
September 30, 2005
(Unaudited)


	ATEL Capital Equipment Fund X
	Period Ended December 31,						September 30,
	2003			2004			2005
Months of operations		12			12			3

Gross revenue — lease and other	$	896,923		$	4,969,654		$	8,180,801
— gain (loss) on sales of assets		10,991			—			39,059

		907,914			4,969,654			8,219,860
Less Operating Expenses: (1)
Depreciation and amortization expense		814,426			3,704,572			5,479,238
Acquisition expense		891,919			597,755			928,772
Provision for losses and doubtful accounts		—			—			—
Interest expense		—			—			—
Administrative costs and reimbursements		48,235			356,797			552,740
Legal/Professional fees		33,563			106,093			65,655
Other		143,876			252,620			317,141
Management fee		48,550			211,761			423,693

		1,980,569			5,229,598			7,767,239

Net income (loss) — GAAP basis	$	(1,072,655	)	$	(259,944	)	$	452,621


Taxable income (loss) from operations	$	(831,185	)	$	(5,025,157	)	$	(2,900,766	)(4)


Cash generated by (used in) operations (2)	$	346,054		$	2,563,375		$	7,408,835
Cash generated from sales		257,206			—			627,087
Cash generated from refinancing		—			—
Cash generated from other (2)		98,028			1,010,471			1,446,693

		701,288			3,573,846			9,482,615
Less cash distributions to investors:
From operating cash flow		346,054			2,563,375			7,408,835
From sales		257,206			—
From refinancing		—			—
From other		334,236			3,111,872			442,401

Total distributions		937,496			5,675,247			7,851,236

Cash generated (deficiency) after cash distributions	$	(236,208	)	$	(2,101,401	)	$	1,631,379


Tax and distribution data per $1,000 limited partner investment:
Federal Income Tax Results:
Ordinary income (loss):
Operations	$	(34.48	)	$	(58.74	)	$	(19.75	)
Recapture
Capital gain (loss)

Cash distributions to investors on a GAAP basis:
— Investment income	$	—		$	—		$	—
— Return of capital		42.04			71.71			57.79

	$	42.04		$	71.71		$	57.79


Sources (on a cash basis)
Sales	$	11.53		$	—		$	—
Refinancing		—			—			—
Operations		15.52			32.39			54.53
Other		14.99			39.32			3.26

Total	$	42.04		$	71.71		$	57.79


Amount invested in program equipment (cost, excluding acquisition fees)	$	14,602,123		$	45,702,514		$	76,330,305
Amount invested in program equipment (book value)	$	13,884,038		$	42,591,667		$	64,923,711
Amount remaining invested in program equipment (Cost of equipment owned at end of period as a percentage cost of all equipment purchased by the program) (3)		98.38	%		79.33	%		98.30	%

Past performance is not necessarily indicative of future performance.

A-11

TABLE IV
RESULTS OF COMPLETED PROGRAMS
September 30, 2005
(Unaudited)


	ATEL Cash		ATEL Cash		ATEL Cash			ATEL Cash
Program name:	Distribution Fund		Distribution Fund II		Distribution Fund III			Distribution Fund IV
Dollar amount of equity raised	$	10,000,000	$	35,000,000	$	73,855,840		$	75,000,000

Assets purchased	$	11,133,679	$	52,270,536	$	99,629,942		$	108,734,880

Date of Closing of Offering	December 18, 1987		January 3, 1990		January 3, 1992			February 3, 1993

Date of first sale of property	May 1, 1989		July 1, 1994		December 1, 1992			August 1, 1993

Date of final sale of property	December 31, 1997		December 31, 1998		December 31, 2000			December 31, 2004

Tax and distribution data per $1,000 limited partner investment through December 31, 2004:
Federal Income Tax Results:
Ordinary income (loss):
Operations	$	192.40	$	154.95	$	(12.08	)	$	291.74
Recapture
Capital gain (loss)

Cash distributions to investors on a GAAP basis:
— Investment income	$	244.89	$	335.43	$	379.10		$	336.19
— Return of capital		876.14		887.20		950.66			910.30

		1,121.03		1,222.63		1,329.76			1,246.49

Cash available for distribution, reinvested for investors’ accounts		89.05		48.75		—			—

Total	$	1,210.08	$	1,271.38	$	1,329.76		$	1,246.49


Sources (on a cash basis):
Sales	$	136.03	$	159.92	$	169.34		$	269.83
Refinancing		—		—		—			—
Operations		969.59		987.33		975.75			711.09
Other		104.46		124.13		184.67			265.57

Total	$	1,210.08	$	1,271.38	$	1,329.76		$	1,246.49

Past performance is not necessarily indicative of future performance.

A-13

TABLE V

SALES OR DISPOSALS OF EQUIPMENT BY PRIOR PROGRAMS

ATEL Capital Equipment Fund VIII, ATEL Capital Equipment Fund IX and ATEL Capital Equipment Fund X have disposed of equipment in their portfolios as of October 31, 2005. Set forth below is a summary of equipment sales and dispositions as of such date. Sales were for consideration unless otherwise noted. Interim rent (rent paid prior to formal commencement of a lease), hold-over rent (rent received after termination of the initial lease term, but before formal extension or disposition) and extension rent (rent paid after formal extension of a lease) are included in the “Excess of Rents Over Expenses” column. “Equipment Acquisition Price” includes acquisition fees. Dispositions are shown on a per asset basis.


								Excess of
			Equipment					Rents Over
		Acquisition	Acquisition			Sale		Expenses
Lessee	Type of Equipment	Date (1)	Price (2)		Sale Date	Price (3)		(4)
*ATEL CAPITAL EQUIPMENT FUND VIII*
Burlington Northern & Santa Fe	Locomotives	Nov-99	$	587,500	Mar-03	$	483,653	$	221,406
Burlington Northern & Santa Fe	Railroad	Sep-99 to Nov-99		1,634,002	Nov-03 to Dec-03		154,700		1,346,436
Burlington Northern & Santa Fe	Railroad	Sep-99		107,737	Jan-04 to Mar-04		15,380		88,776
BJ’s Wholesale Club, Inc.	Material Handling	Feb-99		594,748	Dec-04		90,640		549,440
Celestica Corporation	Manufacturing	Dec-00		1,573,285	Jul-03		491,000		1,224,300
Celestica Corporation	Manufacturing	Dec-00		1,324,384	Feb-04 to Apr-04		121,500		1,489,474
Consolidated Diesel Company	Telecommunications	Feb-99		406,030	Dec-04		11,460		376,749
Consolidated Rail Corporation	Railroad	Dec-99		25,848	Aug-05		14,165		15,500
CSX Transportation, Inc.	Box Cars	Sep-99		6,782,075	Jan-01		7,112,100		1,749,525
CVS Pharmacy, Inc.	Office Automation	Dec-99		106,156	Feb-02		23,850		103,907
CVS Pharmacy, Inc.	Material Handling	Feb-01		20,250	Jul-03		20,250		10,137
CVS Pharmacy, Inc.	Computers	Aug-00 to Feb-01		959,538	May-03		166,999		982,759
CVS Pharmacy, Inc.	Telecommunications	Dec-99 to Mar-01		1,870,903	Aug-04		386,602		1,978,865
CVS Pharmacy, Inc.	Office Automation	Jul-99 to Mar-00		150,925	Oct-01		23,700		64,466
CVS Pharmacy, Inc.	Material Handling	Jul-99 to Mar-01		4,471,590	Aug-04		1,424,785		4,499,736
CVS Pharmacy, Inc.	Food Processing	Mar-00 to Aug-00		68,680	Aug-04		15,736		68,700
DDB Needham Chicago Inc.	Electronics	Sep-98		43,589	Oct-02		13,462		40,829
DDB Needham Chicago Inc.	Office Automation Equip.	Sep-98		41,294	Feb-03		445		54,150
Emery Worldwide Airlines	Cargo Plane	Jun-00		14,123,602	Apr-03		3,980,000		9,419,761
Emery Worldwide Airlines	Aviation	Nov-99		5,725,300	Apr-05		500,000		2,741,562
Firstunion-Archer Daniels Midland	Railroad	Dec-99		20,151	Dec-03		20,725		8,419
Firstunion-Pacific Railroad	Railroad	Dec-99		20,151	May-05		20,275		9,871
GE Aircraft Engines	Tilt Axis Table	Mar-00		31,130	Apr-01		31,130		5,054
GE Aircraft Engines	Material Handling	Aug-00		128,976	Aug-04 to Sep-04		51,329		120,357
GE Aircraft Engines	Manufacturing	Jul-00 to Jan-01		1,085,135	Jun-03		904,522		470,714
GE Aircraft Engines	Manufacturing	Mar-99 to Aug-01		20,793,207	Aug-04		13,529,850		21,465,878
GE Aircraft Engines	Manufacturing	Nov-99 to Mar-00		61,960	Jun-05		5,000		66,318
Great American Management Services	Boxcars	Oct-99		203,250	Apr-03		106,877		69,854
Great American Management Services	Pullman Box Car	Oct-99		15,635	Nov-99		15,780		—
Hallsmith-Sysco Food Services	Trucks And Trailers	Aug-99		64,906	Jul-03		46,141		64,906
Hallsmith-Sysco Food Services	Trucks And Trailers	Sep-00		70,914	Nov-03		54,033		35,342
Hanover Compression L.P.	Photo Processing Equipment	Jan-99 to Oct-99		10,781,578	May-05		6,555,101		9,617,910
IMC Phosphates Company	Storage Facility	Jun-00		6,712,090	Jun-04		6,800,000		1,035,726
Kansas City Southern Railway	Railroad	Dec-99		40,302	Jun-04		39,358		29,290
Kansas City Southern Railway	Covered Hopper Railcars	Dec-99		40,302	Jul-03		42,322		20,719
Kansas City Southern Railway	Railroad	Dec-99		60,453	Mar-05 to Sep-		56,206		32,957
Lafarge North America	Material Handling	Jul-00 to Jan-01		1,469,117	Mar-04 to Jul-04		428,000		1,198,221
Lafarge North America	Construction	Nov-00		317,111	Dec-04		197,624		229,736
Montreal, Maine & Atlantic	Railroad	Oct-99		3,408,338	Dec-04		4,614,760		1,710,760
National Steel Corporation	Construction	Nov-99		1,135,900	Jan-04		400,000		1,110,654
Overnite Transportation Compan	Trucks And Trailers	Aug-00		135,378	Feb-03		95,920		78,648
Overnite Transportation Company	Trucks And Trailers	Aug-99 to Sep-00		14,455,990	Aug-04		6,930,188		13,046,875
Overnite Transportation Company	Trucks And Trailers	Mar-99		2,080,400	Nov-04		398,160		2,120,739
Overnite Transportation Company	Trucks And Trailers	Jul-00 to Aug-00		1,221,560	Jan-05		—		1,560,746
Sematech, Inc.	Manufacturing	Mar-00		1,230,000	May-05		50,000		1,492,923
Solectron Corporation	Manufacturing	Aug-99		1,467,047	Oct-03 to Nov-03		544,500		1,166,009
Solectron Corporation	Manufacturing	Nov-99		5,840,188	Mar-04 to Aug-04		2,143,800		4,791,410
Solectron Corporation	Manufacturing	Nov-99 to Jun-00		2,994,908	Oct-04 to Aug-05		467,400		2,556,756
Southwest Airlines Company	Aviation	Mar-99		3,238,500	Feb-05		216,750		2,137,696
Staples. Inc.	Office Automation	Dec-98		2,410,939	May to Aug-02		1,356,830		1,711,188
Staples, Inc.	Point Of Sale Equipment	Mar-99 to May-99		886,480	Apr-05 to Jun-05		2		1,107,470
Staples, Inc.	Point Of Sale Equipment	Sep-99		511,079	Oct-05		2		644,548
TAL International Container	Containers	Dec-98		42,500	Sep-05		14,667		58,400
TASC, Inc.	Office Automation	Jun-99		5,412	Nov-01		1,082		4,276
TASC, Inc.	Office Automation	Sep-99		9,652	Mar-00		9,520		1,601
TASC, Inc.	Electronics	Jun-99 to Sep-99		80,982	Sep-02 to Dec-02		8,480		80,500
TASC, Inc.	Computers	Mar-99 to Sep-99		1,031,896	Sep-02 to Mar-03		50,747		1,034,637
TASC, Inc.	Office Automation	May to Jun-99		41,977	Jul-02		8,622		43,797
The DDB Needham Worldwide Companies	Office Automation	Sep-98		884,900	Jan to Jul-02		81,819		897,546
The DDB Needham Worldwide Companies	Office Automation	Sep-98		780,130	Nov-01		157,667		795,275
The DDB Needham Worldwide Companies	Furniture & Fixtures	Sep-98		5,754	Oct-03		863		5,816
Tracy Locke Partnership	Furniture & Fixtures	Sep-98		316,222	Nov-03		47,433		319,596
Transamerica Leasing Inc.	Containers	Dec-98		42,500	Nov-03		30,770		26,767
Transamerica Leasing Inc.	Standard 20’ Imo1 Tank Container	Dec-98		21,250	Nov-99		22,398		2,490
Union Pacific Railroad Company	Covered Hopper Railcars	Dec-99		503,776	Apr-03		634,135		239,147
Union Pacific Railroad Company	Gondola Cars	Dec-99		367,935	Nov-02 to Jun-03		140,335		588,332
Union Pacific Railroad Company	Railroad	Dec-99		43,662	Dec-03		13,289		22,980
Union Pacific Railroad Company	Covered Hopper Railcars	Dec-99		261,964	Nov-02		301,980		106,590
Universal City Development Partners	Point Of Sale Equipment	Mar-99		668,474	Sep-04		23,000		726,283
Universal City Florida Partners	Computers	Jun-00		156,442	Oct-03 to Dec-03		15,114		165,353
Universal City Florida Partners	Computers	Jul-00		125,667	Apr-04		200		132,825
Universal City Florida Partners	Computers	May-99 to Mar-00		989,174	Nov-02 to Aug-03		52,937		1,231,602
Vanguard Car Rental USA Inc.	Motor Vehicles	Nov-00 to Dec-00		2,436,840	Jun-04		—		2,165,218
Watco Companies,Inc.	Covered Hopper Railcars	Dec-99		60,453	Apr-03		77,901		1,117

Past performance is not necessarily indicative of future performance.

A-14


								Excess of
			Equipment					Rents Over
		Acquisition	Acquisition			Sale		Expenses
Lessee	Type of Equipment	Date (1)	Price (2)		Sale Date	Price (3)		(4)
Watco Companies,Inc.	Covered Hopper Railcars	Dec-99		60,453	Dec-03		60,296		3,750
Watco Companies,Inc.	Railroad	Dec-99		40,302	Feb-04		39,571		4,050
Watco Companies,Inc.	Railroad	Dec-99		40,302	Mar-05		38,881		18,117
Whirlpool Corporation	Manufacturing	Dec-98		72,763	Jan to Apr-02		17,752		56,523
Williams Distributed Power Services	Electrical Generation	Dec-99 to Sep-00		374,152	Jun-03		293,145		288,612
Williams Distributed Power Services	Electrical Generation	Sep-00		136,145	Feb-04		97,507		132,603
Williams Distributed Power Services	Electrical Generation	Dec-99 to Mar-00		83,279	Sep-05		33,000		82,477
Xerox Corporation	Material Handling	Feb-99		52,880	Oct-03		2		62,435
Xerox Corporation	Material Handling	Dec-99		83,900	Mar-04 to May-04		14,200		70,767
Xerox Corporation	Material Handling	Dec-98 to Feb-99		276,815	Oct-02 to Jan-03		50,950		221,663

			$	133,649,064		$	63,511,275	$	106,335,317


*ATEL CAPITAL EQUIPMENT FUND IX*
Arbinet-Thexchange, Inc.	Telecommunications	Jun-03	$	495,474	Jun-05	$	286,856	$	381,095
ARYx Therapeutics, Inc.	RESEARCH	Feb-03		17,500	Oct-04		11,666		13,558
Cargill Incorporated	Railroad	Mar-05		47,457	Sep-05 to Oct-05		35,853		20,491
GE Aircraft Engines	Mazak Horizontal NC Lathe	Dec-02		997,875	Jun-03		1,021,939		84,857
GE Aircraft Engines	Manufacturing	Apr-02		4,375,396	Dec-03		4,142,025		1,215,632
General Electric Company-Plastics	Manufacturing	Jan-01		260,000	Dec-04		42,000		247,500
General Motors Corporation	Material Handling	Mar-02		23,467	Sep-04		10,000		20,507
General Motors Corporation	Material Handling	Mar-02		88,840	Jul-05 to Sep-05		12,800		108,434
Infiniroute Networks, Inc.	Computers	Jul-03		115,469	Aug-05		—		132,931
Infiniroute Networks, Inc.	Telecommunications	Jul-03		5,672	Aug-05		—		6,530
Lightship Holding, Inc.	Computers	Jun-04		375,000	Jun-05		214,388		183,741
Microfabrica Inc.	Computers	Jun-03 to Aug-03		46,196	Sep-05		—		54,971
Microfabrica Inc.	Research	May-03 to Aug-03		303,804	Sep-05		—		361,510
Nortel Networks, Inc.	Furniture & Fixtures	Mar-01		796,861	May-05 to Oct-05		481,456		634,504
Photuris, Inc.	Office Automation Equip., Furniture & Fixtures	Mar-01		1,000,000	Apr-04		—		188,792
Quick Study Radiology, Inc.	Computers	Mar-03		20,920	Sep-03		19,479		4,586
Rubicon Technology, Inc.	Manufacturing	Aug-03		300,000	Mar-05		—		336,300
Ryder Integrated Logistics Inc	Material Handling	Sep-04		540	Dec-04		540		43
Silicon Access Networks, Inc.	Computers and Research Equipment	Jul-01 to Mar-02		749,388	Nov-03 to Dec-03		50,522		895,747
Sony Pictures Entertainment, Inc.	Office Automation	Jan-02		762,524	May-02		749,408		121,255
U.S. Telepacific Corp.	Computers	Sep-03 to Oct-		980,849	Apr-05 to Jun-05		73,564		1,143,388
U.S. Telepacific Corp.	Furniture & Fixtures	Oct-03		19,151	Jun-05		1,436		22,180
Williams Distributed Power Services	Electrical Generation	Feb-01		52,048	Feb-04		40,598		28,411
Williams Distributed Power Services	Capstone Micro Turbine System	Feb-01		74,943	Jun-03		65,725		35,451
Zeevo, Inc.	Computers and Research Equipment	Aug-01 to Mar-02		370,429	Sep-03 to Dec-03		24,959		436,745

			$	12,279,803		$	7,285,214	$	6,679,159


*ATEL CAPITAL EQUIPMENT FUND X*
Arbinet-Thexchange, Inc.	Telecommunications	Jul-03	$	654,526	Jun-05	$	397,586	$	377,572
Cargill Incorporated	Railroad	Mar-05		47,457	Sep-05 to Oct-05		35,853		4,435
GE Aircraft Engines	Manufacturing	Dec-03		240,310	Dec-03		248,428		126
Lightship Holding, Inc.	Computers	Jun-04		375,000	Jun-05		214,388		231,559

			$	1,317,293		$	896,255	$	613,692


	TOTALS OF ALL FUNDS:		$	147,246,160		$	71,692,744	$	113,628,168

TABLE V SALES OR DISPOSALS OF EQUIPMENT FOOTNOTES

(1)		“Acquisition Date” is the date the Equipment was acquired by the prior program.

(2)		“Equipment Acquisition Price” is the actual cost of the item of Equipment, including Acquisition Fees, and any other expenditures incurred by the prior program in the acquisition of the Equipment.

(3)		“Sale Price” is the actual cash received for the purchase, early termination or casualty of the Equipment upon Lease termination, net of any direct out-of-pocket closing costs incurred by the prior program as a result of such termination.

(4)		“Excess of Rents Over Expenses” is a total amount of Lease rents, less any applicable direct out-of-pocket costs incurred by the prior program during the term of the Lease for the particular Lease transaction.

Past performance is not necessarily indicative of future performance.

A-15

TABLE VI
ACQUISITION OF EQUIPMENT
BY PRIOR PROGRAMS

The following is a summary of Equipment acquisitions and Lessees by the three most recent prior publicly-registered programs sponsored by ATEL Financial Services, LLC and its affiliates. Information concerning the prior programs’ Equipment acquisition is current through October 31, 2005.

Lease

Commence

Acquisition

Percent

Lease

Type

Lessee

Notes

Equipment Type

Date(s) (1)

Cost (2)

Leverage (3)

Term (4)

(5)

ATEL Capital Equipment Fund VIII

American Oncologic Hospital, Inc.

MRI Scanner

Jul-00

1,871,181

ANC Rental Corporation

Mini Buses

Jan-01

1,860,020

ANC Rental Corporation

City Buses

Jan-01

1,506,459

ANC Rental Corporation

City Buses

Jan-01

1,168,509

ANC Rental Corporation

Mini Buses

Jan-01

576,820

BJ’s Wholesale Club, Inc.

Forklifts

Apr-99

594,748

Burlington Northern and Santa Fe Railroad Company

Locomotives

Dec-99

11,750,000

Burlington Northern and Santa Fe Railroad Company

Tri-Level Auto Racks

Sep-99

1,741,739

Celestica Corporation

Chip Placers, Stencil Printers

Jan-01

2,955,623

Consolidated Diesel Company

Siemens Telephone System

Feb-99

406,030

Consolidated Rail Corporation

Railroad Gondolas and Ballast Cars

Jan-00

12,922,864

23.79

CSX Transportation, Inc.

Rail Boxcars

Sep-99

6,782,075

CVS Corporation

Material Handling Equipment

Apr-00

1,977,438

HP/ FP

CVS Corporation

Material Handling Equipment

Apr-01

1,356,483

HP/ FP

CVS Corporation

Material Handling Equipment

Jan-01

1,274,563

HP/ FP

CVS Corporation

Telecommunications Equipment

Jan-00 to Apr-00

1,065,848

CVS Corporation

Telecommunications Equipment

Jul-00 to Oct-00

780,243

CVS Corporation

Handheld Radio Units

Apr-01

636,065

CVS Corporation

Handheld Inventory Control Units

Oct-00

323,473

CVS Corporation

Phone Equipment

Apr-01

130,968

CVS Corporation

Telecommunications Equipment

Oct-99

102,961

E.I.duPont de Nemours & Company

Okuma Lathe

Jul-00

324,805

Emery Worldwide Airlines, Inc.

MD Cargo Aircraft

Nov-99

5,725,300

Emery Worldwide Airlines, Inc.

Used McDonnell Douglas DC8-71F Cargo Aircraft

Jul-00

14,123,602

Finnair OYJ

McDonnell Douglas Passenger Aircraft

Dec-99

15,448,037

26.54

General Electric Company

Lathes, Machining Centers

Oct-00

4,843,887

General Electric Company

Turning Lathes

Jul-00

2,747,940

General Electric Company

Milling Machine

Dec-99 to Feb-00

1,140,264

General Electric Company

Grinding Machine

Dec-99 to Mar-00

1,060,293

General Electric Company

Turbolisk

Dec-00

999,775

General Electric Company

Vertical Machining Centers

Apr-00

788,675

General Electric Company

Machining Center

Feb-01

733,600

General Electric Company

Vertical Machining Center

Mar-01

709,545

General Electric Company

Grinding Machines

Aug-00

660,444

General Electric Company

Monarch Machining Center

Sep-00

644,886

General Electric Company

Machine Tools

Jun-01

643,106

General Electric Company

VTX Machining Centers

Oct-99 to Dec-99

626,699

HP/FP

General Electric Company

Rebuilt Producto Drilling Machine

Dec-00

593,500

General Electric Company

Rebuilt Omni-Mill

Jun-01

563,939

General Electric Company

Deckel Maho DMU Machine

May-99

546,500

General Electric Company

Grinding Machine

Jan-00

510,756

General Electric Company

Fadal Machining Centers

Jun-00

483,900

General Electric Company

Rebuilt CNC Lathe

Aug-00

476,458

General Electric Company

CNC Grinding Machine

Oct-00

363,400

General Electric Company

LeBlond Lathe

Jan-00

352,350

General Electric Company

Machine Center

Mar-99

352,000

General Electric Company

Grit Blast System

Jul-00

351,536

General Electric Company

Grinding Machine

Jun-00

330,222

General Electric Company

Rebuilt Bullard VTL

Feb-01

299,706

General Electric Company

Radio Graphic Inspection Facility

Sep-99

219,377

General Electric Company

Rebuilt Vacuum Blazing Machine

Mar-00 to Apr-00

213,820

General Electric Company

Used Forging Machine

Jan-00

177,410

General Electric Company

Forklifts

Aug-00

128,976

36 - 60

OL/FP

General Electric Company

VTX Machining Centers

May-99

124,172

General Electric Company

Data Visualization System

May-00

101,374

General Electric Company

Laser Engraving System

May-00

80,159

General Electric Company

Air Flow Tester

Nov-99

61,960

General Electric Company

Power Trak

Jan-00

39,975

General Electric Company

Pinstamp Marking System

May-00

39,115

General Electric Company

Film Processor

Oct-99

35,000

General Electric Company

Equipment Add-On

Aug-00

23,530

69 - 81

General Electric Company

Add-on Equipment

Oct-00

18,000

General Electric Company

Radio Graphic Inspection Facility Upgrade

Jan-00

6,500

General Electric Company

Add-on Equipment

Sep-01

7,660

General Electric Company

Injection Molding Machine

Oct-00

1,305,371

General Electric Company

Prism Extruders

Nov-00 to Jul-01

668,252

General Electric Company

Extruder Systems

May-99

281,595

Georgia Gulf Corporation

Quad Hopper Cars

Sep-99

1,416,678

Great American Management Services, Inc.

Rail Boxcars

Oct-99

3,627,223

IMC-Agrico Company

Storage Facility

Jun-00

6,712,090

Ingersoll International, Inc.

Vertical Machine Centers

Oct-00

540,794

Ispat Inland Inc.

Coil Carriers

May-00

867,000

Lafarge Gypsum, a division of Lafarge Corporation

Forklifts

Oct-00

766,805

Lafarge Gypsum, a division of Lafarge Corporation

Forklift Trucks

Feb-01

702,312

Lafarge Gypsum, a division of Lafarge Corporation

Wheel Loader

Jan-01

317,111

Minteq International, Inc.

Laser Profiling System

Nov-99

303,211

Past performance is not necessarily indicative of future performance.

A-16

Lease

Commence

Acquisition

Percent

Lease

Type

Lessee

Notes

Equipment Type

Date(s) (1)

Cost (2)

Leverage (3)

Term (4)

(5)

National Gypsum Company

CAT Loaders / Dozers

Oct-00

1,147,259

National Gypsum Company

CAT Loader

Jan-01

437,732

National Steel Corporation

CAT Loaders

Jan-00

1,135,900

NVR, INC.

Home Manufacturing Equipment

Aug-99

193,414

Omnicom Group, Inc.

Office Automation

Oct-98

1,749,913

Omnicom Group, Inc.

Office Furniture

Oct-98

321,976

Overnite Transportation Company

Conventional Tractors

Jan-00

7,061,889

Overnite Transportation Company

Conventional Tractors

Jul-00

3,103,308

Overnite Transportation Company

Tractors and Trailers

Oct-00

2,921,394

Overnite Transportation Company

Conventional Tractors

Apr-99

2,080,400

Overnite Transportation Company

Trailers

Jul-00

2,054,380

Overnite Transportation Company

Conventional Tractors

Oct-99

1,104,976

Seamex International Ltd.

12, 13

Anchor Handler Tug Supply Vessel

Dec-98

3,952,500

Sebastiani Vineyards, Inc.

Bottle Filler

Jan-00

365,913

Sematech, Inc.

Manufacturing Equipment

Apr-00

1,230,000

Seven Hills Paperboard, LLC

Neles Control Systems

Jan-01

1,178,588

Signature Flight Support Corporation

Refueler Truck

Jan-00

290,000

Solectron Corporation

Chip Placers

Dec-99

15,366,268

Solectron Corporation

Chip Placers

Sep-99

1,496,388

Solectron Corporation

Fuji QP Module

Jun-00

92,228

Southwest Airlines Company

Boeing 737 Aircraft

Mar-99

3,238,500

Staples, Inc.

Point of Sale Equipment

Jan-99

2,410,939

Staples, Inc.

Point of Sale Equipment

Apr-99

681,910

Staples, Inc.

Point of Sale Equipment

Sep-99

511,079

Staples, Inc.

Point of Sale Equipment

May-99

204,571

Staples, Inc.

Forklifts

May-99

101,480

Staples, Inc.

Material Handling Equipment

Oct-99

68,030

Stewart & Stevenson Services, Inc.

Gas Compressors

Jul-99

6,272,782

Stewart & Stevenson Services, Inc.

Gas Compressors

Oct-99

4,508,796

Sysco Food Services Albany

Tractors

Sep-00

965,311

Sysco Food Services Albany

Refrigerated Trailers

Jun-00

760,188

Sysco Food Services Albany

Refrigerated Trailers

Sep-99

519,620

Sysco Food Services Albany

Refrigerated Trailers

Feb-00

220,012

TASC, Inc.

Office Automation

Oct-99

675,132

TASC, Inc.

Office Automation

Jul-99

494,787

Transamerica Leasing Inc.

Intermodal Containers

Dec-98

21,250,000

120

Union Pacific Railroad Company

Covered Hopper Cars

Feb-00

16,523,854

Union Pacific Railroad Company

Fixed-end Gondola Railcars

Dec-99

5,021,142

Universal City Development Partners

Point of Sale Equipment

Apr-99

668,474

Universal City Florida Hotel Venture

Hotel Laundry Equipment

Sep-99

3,882,463

Universal City Florida Hotel Venture

Laundry Equipment

Mar-01

174,207

Universal City Florida Hotel Venture

Laundry Equipment

Aug-02

293,570

Universal City Florida Partners

Office Automation Equipment

Jul-99

487,909

Universal City Florida Partners

Office Automation Equipment

Jul-00

282,109

Universal City Florida Partners

Office Automation Equipment

Oct-99

248,838

Universal City Florida Partners

Office Automation Equipment

Apr-00

134,872

Universal City Florida Partners

Office Automation Equipment

Jan-00

117,555

Whirlpool Corporation

Hydraulic Traveling Gantry Crane

Jan-99

72,763

Williams Distributed Power Services, Inc.

Micro Turbine Systems

Oct-00

1,230,020

Williams Distributed Power Services, Inc.

Micro Turbine Systems

Jan-00

1,056,690

Williams Distributed Power Services, Inc.

Micro Turbine Systems

Apr-00

865,522

Williams Distributed Power Services, Inc.

Micro Turbine Systems

Apr-01

215,895

Xerox Corporation

Material Handling Equipment

Dec-98 to Mar-99

378,964

Xerox Corporation

Material Handling Equipment

Dec-99

108,572

Xerox Corporation

Material Handling Equipment

Sep-99

47,858

Xerox Corporation

Material Handling Equipment

Nov-99

47,232

ATEL Capital Equipment Fund VIII total:

249,040,775

ATEL Capital Equipment Fund IX

3M Company

Laser Machine

Sep-05

495,000

Arbinet-Thexchange, Inc.

Storage Array System

Jul-03

495,474

Arsenal Digital Solutions Worldwide, Inc.

Computer Hardware

Jun-04

171,041

Arsenal Digital Solutions Worldwide, Inc.

Office Furniture

Aug-04

74,243

Arsenal Digital Solutions Worldwide, Inc.

Computer Hardware & Phone System

Jul-04

73,396

Arsenal Digital Solutions Worldwide, Inc.

Computer Software

Jan-04

44,138

Arsenal Digital Solutions Worldwide, Inc.

Software Licenses

Jan-04

42,943

Arsenal Digital Solutions Worldwide, Inc.

Computer Software

Nov-04

6,377

Arsenal Digital Solutions Worldwide, Inc.

Computer Hardware

Nov-04

53,313

ARYx Therapeutics

Testing & Lab Equipment

Mar-03

174,668

ARYx Therapeutics, Inc.

Computer Equipment

Jul-04

115,279

Aspen Aerogels, Inc.

Manufacturing Equipment

Nov-04

583,333

Ball Corporation

Bulk Boxes & Pallets

Aug-03

1,049,039

Basin Electric Power Cooperative

Walking Drag Line

Jul-00

6,786,284

Basin Electric Power Cooperative

Walking Drag Line

Jan-01

4,529,113

Bayer Corporation

Lab Equipment

Jul-04

333,370

Bayer Corporation

Lab Equipment

Nov-04

249,995

Bayer Corporation

Material Handling

Dec-04

63,556

Bayer Corporation

Backhoe

Aug-04

28,500

Bayer Corporation

Lab Equipment

Oct-04

19,900

Bayer Corporation

Material Handling

Jan-05

10,354

Boingo Wireless, Inc.

Computer Equipment

Sep-04

102,518

Boingo Wireless, Inc.

Computer Equipment

Dec-04

17,953

Cargill, Incorporated

Covered Hopper Cars

Mar-05

5,991,497

Cedar Point Communications, Inc.

Computer Equipment

Aug-04

185,618

Cedar Point Communications, Inc.

Computer Equip & Office Funiture

Feb-05

125,000

Cedar Point Communications, Inc.

Computer Equip & Office Furniture

Sep-04

73,112

Cedar Point Communications, Inc.

Computer Equip & Office Funiture

Jan-05

69,717

Cedar Point Communications, Inc.

Computer Equip & Office Funiture

Nov-04

46,554

Colowyo Coal Company L.P.

1985 Walking Electric Dragline

Apr-03

3,791,357

CVS Pharmacy, Inc.

Phone System

Jan-02

326,231

CVS Pharmacy, Inc.

Material Handling

Jul-01

207,486

CVS Pharmacy, Inc.

Printing / Graphic Arts

Jan-02

196,345

CVS Pharmacy, Inc.

Phone System

Oct-01

72,808

Past performance is not necessarily indicative of future performance.

A-17

Lease

Commence

Acquisition

Percent

Lease

Type

Lessee

Notes

Equipment Type

Date(s) (1)

Cost (2)

Leverage (3)

Term (4)

(5)

DaimlerChrysler Corporation

Material Handling Equipment

Jan-05

432,740

DaimlerChrysler Corporation

Forklifts

Mar-05

142,913

Dorado Network Systems Corporation

Computer Equipment

Jul-04

89,066

Dorado Network Systems Corporation

Office Furniture

Sep-04

87,430

Dorado Network Systems Corporation

Computer Equip & Office Furniture

Jan-05

62,910

Dorado Network Systems Corporation

Computer Equipment

Aug-04

48,084

East Midlands Ambulance Service NHS

Ambulance & Emergency Vehicles

Feb-05

4,379,075

Trust East Midlands Ambulance Service NHS

Patient Transport Vehicles

Jul-05

197,604

Ford Trust Motor Company

Material Handling Equipment

Mar-04 to Mar-05

9,997,538

36-60

FP, HP

Ford Motor Company

Material Handling Equipment

Aug-03

2,878,521

30-58

OL, HP, FP

Ford Motor Company

Batteries and Fork Lifts

Oct-03

120,901

34-60

OL, HP, FP

General Electric Company

Grinders

Sep-05

2,739,297

General Electric Company

Lathes

Apr-02

2,240,326

General Electric Company

Toshulin Powerturn Machine

Aug-02

1,895,000

General Electric Company

Remfg Bullard Mill Machine

Dec-03 to Aug-03

1,513,926

General Electric Company

Rosler Vertical Spindle

Sep-03

753,516

General Electric Company

Mazak Horizontal Nc Lathe

Dec-02

746,775

General Electric Company

Blohm Cnc Grinding Machine

Aug-03

599,000

General Electric Company

Grinder

Mar-01

561,697

General Electric Company

Sputtering Machine

Sep-05

506,871

General Electric Company

Remfg Sundstrand Omnimill

Mar-03

461,179

General Electric Company

Sundstrand Omnimill

Jul-02

461,179

General Electric Company

Tube Benders

Feb-03

343,738

General Electric Company

Crane

Feb-02

282,050

General Electric Company

Argon Atomsphere Furnaces

Apr-05

278,120

General Electric Company

Molding Machine

Dec-00

260,000

General Electric Company

Projection Welder

Oct-02

251,100

General Electric Company

Drilling Machine

Jul-02

234,000

General Electric Company

Wire EDM

Jul-02

172,392

General Electric Company

Molding Machine

Apr-01

168,012

General Electric Company

Electrolytic Cutoff Machine

Nov-02

119,935

General Motors Corporation

Material Handling

Mar-02

2,910,436

26-70

Graham Offshore, LLC

Crew and Supply Boats

Jan-02

9,500,000

Helijet International Inc.

Helicopters

Apr-04

2,680,000

InSite One, Inc.

Computer Equipment

Aug-04

375,000

International Business Machines Corporation

Scanning Laser System

Apr-05

227,141

International Paper Company

Material Handling & Loaders

Oct-05

731,499

36-60

OL,HP

International Paper Company

Material Handling & Loaders

Sep-05

448,021

48-60

OL,HP

International Paper Company

Loader, Forklifts

May-05

365,814

International Paper Company

Wheel Loader

Aug-05

260,650

International Paper Company

Wheel Loader

Aug-05

189,300

International Paper Company

Tractor

Apr-05

184,461

International Paper Company

Loader

Sep-05

132,188

International Paper Company

Material Handling Equipment

Nov-05

86,750

International Paper Company

Forklift

Jul-05

57,975

Johnson Technology, Inc.

EDM Speed Drillers

Apr-02

1,221,500

Johnson Technology, Inc.

EDM Speed Drillers

May-02

716,000

Johnson Technology, Inc.

EDM Machines

Sep-02

261,710

Johnson Technology, Inc.

Material Handling

Feb-02

14,700

Johnson Technology, Inc.

Edm Speed Driller

Oct-02

358,000

Lightship Holding, Inc. & Lightship Telecom, LLC

Telecommunications, Office Furniture

Jul-04

375,000

Mastec North America, Inc.

Various Construction Equipment

Jan-03

2,392,924

Mastec North America, Inc.

Kubota Excavators W/Bucket

Apr-03

238,320

Mastec North America, Inc.

2001 Manitowoc 28-Ton Boom Truck

Apr-03

125,000

Mead Westvaco Corporation

Lumber Milling Equipment

Oct-05

3,630,208

60-84

Meadwestvaco Corporation

Forklifts

Jul-05

432,363

Meadwestvaco Corporation

Forklifts

May-05

259,866

Meadwestvaco Corporation

Lift Trucks

Aug-05

197,721

Meadwestvaco Corporation

Forklift, Dump Truck

May-05

143,472

36-48

Meadwestvaco Corporation

Material Handling

Jan-05

1,019,671

Memgen Corporation

Computer, Software & Lab Equip

Sep-03

350,000

Miasole

Lab Equipment

Jan-05

25,692

National Gypsum Company

CAT Equipment

Jul-02

1,382,558

National Gypsum Company

Roll Crusher

Jul-02

884,757

National Gypsum Company

CAT Equipment

Jul-01

853,074

National Gypsum Company

Tractor

Apr-01

662,273

National Gypsum Company

Wheel loader and tractor

Jan-02

383,208

48-60

National Gypsum Company

CAT Equipment

Oct-01

207,266

National Gypsum Company

Freightliner Tractor

Nov-02

69,909

National Gypsum Company

Dump trailer

Sep-02

24,959

National Gypsum Company

CAT Equipment

Aug-02

8,375

NBC Universal, Inc.

Electronic Editing System

Jan-05

2,124,286

NBC Universal, Inc.

Electronic Editing System

Jul-05

1,113,255

NBC Universal, Inc.

Electronic Editing System

Nov-04

905,598

NBC Universal, Inc.

Electronic Editing System

Jan-05

803,590

NBC Universal, Inc.

Electronic Editing System

Dec-04

256,945

NBC Universal, Inc.

Computer Equipment

Mar-05

174,660

NBC Universal, Inc.

Computer Equipment

Feb-05

80,921

NBC Universal, Inc.

Computer Equipment

Jun-05

46,410

New NGC, Inc.

Freightliner Tractors

Jul-05

159,528

New NGC, Inc. dba National Gypsum Company

Cat Tractor, Grader, Excavator

Nov-04

1,067,525

60-84

FP,OL

New NGC, Inc. dba National Gypsum Company

Wheel Loader

Jul-03

827,415

New NGC, Inc. dba National Gypsum Company

Cat Tractor

Dec-04

477,297

New NGC, Inc. dba National Gypsum Company

Caterpillar Quarry Truck

Jul-04

417,280

New NGC, Inc. dba National Gypsum Company

Freightliner Tractor

Aug-04

79,328

New NGC, Inc. dba National Gypsum Company

Freightliner Tractor

Sep-04

79,328

Nortel Networks, Inc.

Office Furniture

Mar-01

1,065,692

On24, Inc.

Computer Equipment

Jan-05

130,409

On24, Inc.

Computer Equipment

Sep-04

53,317

Overnite Transportation Company

Over-the-road Tractors

Jul-04

3,081,360

Peabody Holding Company

Joy Mining Equipment

Oct-02

5,083,396

Peabody Holding Company, Inc.

Joy Continuous Miner & Haulers

Oct-02

28,039

Photuris, Inc.

Testing & Office Equip, Furniture

Mar-01

1,000,000

Past performance is not necessarily indicative of future performance.

A-18

Lease

Commence

Acquisition

Percent

Lease

Type

Lessee

Notes

Equipment Type

Date(s) (1)

Cost (2)

Leverage (3)

Term (4)

(5)

Proficient Networks, Inc.

Computer Equipment

Apr-03 to Aug-03

121,141

Quick Study Radiology, Inc.

Computer Related Equipment

Apr-03

20,920

Rubicon Technology, Inc.

Lapping & Polishing Machine

Sep-03

300,000

Rubicon Technology, Inc.

Surface Analyzer

Dec-03

200,000

Ryder Integrated Logistics, Inc.

Forklifts and Pallet Truck

Aug-05

586,487

Ryder Integrated Logistics, Inc.

Forklifts

Sep-04

161,260

Ryder Integrated Logistics, Inc.

Forklifts

Jan-05

154,267

Ryder Integrated Logistics, Inc.

Material Handling

Jul-05

135,330

Ryder Integrated Logistics, Inc.

Forklifts

Apr-05

130,103

Ryder Integrated Logistics, Inc.

Forklifts

May-05

107,723

Ryder Integrated Logistics, Inc.

Forklifts

Jun-04

104,683

29-36

Ryder Integrated Logistics, Inc.

Forklifts

Mar-05

65,978

Ryder Integrated Logistics, Inc.

Material Handling

Jun-05

47,552

36-60

OL,FP

Ryder Integrated Logistics, Inc.

Forklift

Sep-05

41,403

Ryder Integrated Logistics, Inc.

Forklifts

May-04

40,183

Ryder Integrated Logistics, Inc.

Forklifts

Aug-04

34,144

Ryder Truck Rental, Inc.

Forklifts

Sep-04

34,762

Sea Mar Management

Offshore Supply Vessel

Jan-05

250,000

SEACOR Marine Inc.

Supply boat

Jan-02

1,700,000

Seven Hills Paperboard, Llc

Wheel Loader & Forklifts

Oct-03

136,355

Silicon Access Networks, Inc.

Testing & Computer Equipment

Apr-02

883,623

Silicon Access Networks, Inc.

Computer Peripherals

Aug-01

114,304

Silverpop Systems, Inc.

Networking & Computer Equipment

Sep-04

116,986

Silverpop Systems, Inc.

Networking & Computer Equip

Nov-04

62,109

Sony Pictures Entertainment, Inc.

Digital recorders

Nov-01

762,524

StarCite, Inc.

Working Capital Loan

Jul-04

175,000

Sussex Ambulance Service NHS Trust

Ambulance & Emergency Vehicles

Dec-04

1,164,625

Sussex Ambulance Service NHS Trust

Ambulance & Emergency Vehicles

Jan-05

554,563

The Sabine Mining Company

Draglines

Nov-04

12,650,961

U.S. Telepacific Corp.

Networking Equipment

Oct-03

599,272

U.S. Telepacific Corp.

Titan System Materials

Sep-03

345,944

U.S. Telepacific Corp.

Networking Equipment and Office Furniture

Oct-03

54,784

Visteon Corporation

Bulk Storage Silos

Jan-04

410,250

Whirlpool Corporation

Material Handling Equipment

Jan-04 to Mar-05

3,174,157

36-60

OL, HP, FP

Williams Distributed Power Services, Inc.

Micro Turbine Systems

Apr-01

717,356

Zeevo, Inc.

Testing & Computer Equipment

Nov-01

99,421

Zeevo, Inc.

Testing & Lab Equipment

Feb-02

96,457

Zeevo, Inc.

Computer Peripherals

Sep-01

69,443

Zeevo, Inc.

Testing & Lab Equipment

Jan-02

53,583

Zeevo, Inc.

Testing & Computer Equipment

Apr-02

51,525

ATEL Capital Equipment Fund IX total:

139,602,925

ATEL Capital Equipment Fund X

Alveolus, Inc.

Senior Term Loan

Sep-05

250,000

Alveolus, Inc.

Senior Term Loan

Oct-05

125,000

Arbinet-thexchange

Telecom Switch

Aug-03

654,526

Arsenal Digital Solutions Worldwide, Inc.

Computer Hardware

Jun-04

171,041

Arsenal Digital Solutions Worldwide, Inc.

Office Furniture

Aug-04

74,243

Arsenal Digital Solutions Worldwide, Inc.

Computer Hardware and Phone

Jul-04

73,396

Arsenal Digital Solutions Worldwide, Inc.

System Computer Hardware

Nov-04

53,313

Arsenal Digital Solutions Worldwide, Inc.

Computer Software

Sep-04

44,138

Arsenal Digital Solutions Worldwide, Inc.

Software Licenses

Jan-04

42,943

Arsenal Digital Solutions Worldwide, Inc.

Computer Software

Nov-04

6,377

ARYx Therapeutics

Testing equipment

Apr-03

182,125

ARYx Therapeutics

Computer Equipment

Jul-04

115,279

Aspen Aerogels, Inc.

Manufacturing Equipment

Nov-04

583,333

Ball Corporation

Bulk boxes, Pallets & Tiers

Sep-03

2,793,225

Ball Corporation

Bulk boxes, Pallets & Tiers

Oct-03

631,118

Ball Corporation

Bulk boxes, Pallets & Tiers

Nov-03

408,800

Bedfordshire and Hertfordshire and Paramedic Service NHS Trust

Ambulance & Emergency Vehicles

Jun-05

2,763,106

Boingo Wireless, Inc.

Computer Equipment

Sep-04

102,518

Boingo Wireless, Inc.

Computer Equipment

Jul-05

33,005

Boingo Wireless, Inc.

Computer Equipment

Dec-04

17,953

Cargill, Incorporated

Covered Hopper Cars

Mar-05

5,991,497

Cedar Point Communications, Inc.

Computer Equip & Office Funiture

Jun-05

188,859

Cedar Point Communications, Inc.

Computer Equipment

Aug-04

185,618

Cedar Point Communications, Inc.

Computer Equip & Office Funiture

Feb-05

125,000

Cedar Point Communications, Inc.

Computer Equipment and Office Furniture

Sep-04

73,112

Cedar Point Communications, Inc.

Computer Equip & Office Funiture

Jan-05

69,717

Cedar Point Communications, Inc.

Computer & Lab Equipment

Sep-05

61,141

Cedar Point Communications, Inc.

Computer Equip & Office Funiture

Nov-04

46,554

Chelsio Communications, Inc.

Computer Equipment

Nov-05

27,600

Colowyo Coal Company L.P.

Walking Drag Line

Apr-03

2,000,000

Daimler Chrysler Corporation

Materials Handling

Oct-04

2,363,882

Dorado Network Systems Corporation

Computer Equipment

Jul-04

89,066

Dorado Network Systems Corporation

Office Furniture

Jun-04

87,430

Dorado Network Systems Corporation

Computer Equip & Office Furniture

Jan-05

62,910

Dorado Network Systems Corporation

Computer Equipment

Aug-04

48,084

Evil Twin Studios, Inc.

Computer Equip & Office Furniture

Aug-05

25,373

Evil Twin Studios, Inc.

Computer & Office Equipment

Oct-05

6,549

Ford Motor Company

Material Handling

Mar-05

816,888

36-60

FP,HP

Ford Motor Company

Material Handling

Jan-05

635,834

36-60

FP,HP

Ford Motor Company

Material Handling

Feb-05

119,461

FP,HP

General Electric Company / GE Aircraft Engines

Machine Tools

Dec-03

6,088,818

62-75

OL, HP

Helijet International, Inc.

Helicopters

Apr-04

2,680,000

International Paper Company

Material Handling

May-05

1,836,972

48-72

HP,OL

Past performance is not necessarily indicative of future performance.

A-19

Lease

Commence

Acquisition

Percent

Lease

Type

Lessee

Notes

Equipment Type

Date(s) (1)

Cost (2)

Leverage (3)

Term (4)

(5)

International Paper Company

PMC Cup Machines

Dec-05

1,713,600

International Paper Company

Material Handling Equipment

Jul-05

800,567

36 - 60

International Paper Company

PMC Cup Machine

Jul-05

773,857

International Paper Company

Material Handling & Loaders

Oct-05

652,330

60 - 72

FP,HP

International Paper Company

Dozer

Apr-04

593,560

International Paper Company

Wheel Loader, Cat Dozer

Jul-05

378,380

60 - 72

HP,OL

International Paper Company

Material Handling Equipment

Nov-05

323,997

International Paper Company

Loaders, Material Handling Equip

Aug-05

304,404

60 - 72

FP,HP

International Paper Company

Lift Trucks, Loader

Jun-04 to Aug-04

267,750

36 - 60

International Paper Company

Loader, Carrier

Jun-04

233,840

International Paper Company

Deck Crane

Sep-05

89,200

International Paper Company

Washer System

Oct-04

26,170

Kaiser Foundation Hospitals

Information Storage Equipment

Oct-03

538,742

Kaiser Foundation Hospitals

Information Storage Equipment

Nov-03

291,390

Kaiser Foundation Hospitals

Information Storage Equipment

Dec-03

110,814

Kaiser Foundation Hospitals

Information Storage Equipment

Jan-04

105,488

Kaiser Foundation Hospitals

Information Stroage Upgrade

Jun-04

33,288

Kent Ambulance NHS Trust

Ambulance & Emergency Vehicles

Sep-05

393,156

Lafarge North America, Inc.

Forklifts

Jul-04

1,091,782

Lafarge North America, Inc.

Forklifts

Apr-04

836,266

Lafarge North America, Inc.

Forklifts

Apr-05

292,968

Lafarge North America, Inc.

Railcar Mover

Oct-05

171,137

Lightship Holding, Inc. & Lightship

Telecommunications & Office

Jul-04

375,000

Telecom, LLC

Furniture

Meadwestvaco Corporation

Lumber Milling Equipment

Oct-05

4,479,872

60 - 84

Meadwestvaco Corporation

Wheel Loader

May-05

169,850

Miasole

Lab & Computer Equipment

Apr-05

106,561

Miasole

Lab Equipment

Jan-05

25,692

New NGC, Inc. dba National Gypsum Company

Cat Tractor & Shovel

Apr-04

1,371,097

42 - 66

On24, Inc.

Computer Equipment

Jan-05

130,409

On24, Inc.

Computer & Network Equipment

Aug-05

127,908

On24, Inc.

Computer Equipment

Apr-05

70,523

On24, Inc.

Computer Equipment

Sep-04

53,317

OpenPages, Inc.

Computer & Office Equipment

Apr-05

290,010

OpenPages, Inc.

Computer & Office Equip, Furniture

Sep-05

174,651

Overnite Transportation Company

Over-the-road Tractors

Nov-04

3,835,450

Overnite Transportation Company

Over-the-road Tractors

May-04

1,543,420

Overnite Transportation Company

Over-the-road Tractors

Apr-04

848,881

Overnite Transportation Company

Over-the-road Tractors

Jul-05

239,082

Oxfordshire Ambulance Service NHS

Patient Transport Vehicles

May-05

419,180

Oxfordshire Ambulance Service NHS

Ambulance & Emergency Vehicles

Apr-05

387,153

Renal Solutions, Inc.

Senior Term Loan

Aug-05

500,000

Silverpop Systems, Inc.

Networking & Computer Equipment

Sep-04

116,986.00

Silverpop Systems, Inc.

Networking & Computer Equip

Nov-04

62,109.00

Starcite, Inc.

Working Capital Loan

Jul-04

175,000

Sussex Ambulance Service NHS Trust

Ambulance & Emergency Vehicles

Dec-04

1,164,624.79

Sussex Ambulance Service NHS Trust

Ambulance & Emergency Vehicles

Jan-05

554,562.80

Technorati, Inc.

Computer Equip & Office Furniture

Oct-05

150,000.00

The Sabine Mining Company

Draglines

Nov-04

12,650,961.00

Washington Group International, Inc.

Mining Equipment

Oct-05

4,846,808.00

60 - 84

ATEL Capital Equipment Fund X total:

77,647,597

TOTAL OF ALL FUNDS:

466,291,298

Past performance is not necessarily indicative of future performance.

A-20

TABLE VI ACQUISITION OF EQUIPMENT FOOTNOTES

(1)		In many cases, a Lease transaction is funded over a period of time according to the Lessee’s requirements. Therefore “Commencement Date(s)” expressed as a range represents multiple commencement dates occurring or anticipated under the same Lease line.

(2)		“Acquisition Cost” includes either amounts committed to Lessees for funding by the program, or the actual Equipment acquisition cost, less any Acquisition Fees. All figures are rounded.

(3)		“Percent Leverage” represents the percent ratio of the original principal amount of the debt acquired or assumed by the program, to the Acquisition Cost of the Equipment. The Equipment may be “leveraged” (where a portion of the Equipment Acquisition Cost is financed using non-recourse debt financing) at the time of, or subsequent to, the acquisition of the Equipment by the program. Therefore, actual leverage ratios may be more or less than indicated due to the timing of the acquisition of the Equipment in relation to the amortization of the principal amounts of the debt.

(4)		“Lease Term” is expressed in terms of months, although the actual Lease Term may be expressed as monthly, quarterly, semiannual or annual.

(5)		A designation of “FP” indicates that the aggregate rents to be received during the Term equal or exceed the Acquisition Price of the Equipment. A designation of “HP” indicates that the aggregate rents to be received during the Term equal or exceed 90% of the Acquisition Price of the Equipment. A designation of “OL” indicates that the aggregate rents to be received during the Term are less than 90% of the Acquisition Price of the Equipment. A designation of “NR” indicates that the transaction is a note receivable.

(6)		A division of Waban, Inc.

(7)		Aircraft is based out of the Republic of Finland.

(8)		Lessee is General Electric Company, by its division GE Aircraft Engines.

(9)		Lessee is General Electric Company, by its division GE Plastics.

(10)		Asset is held in a trust. A 20% beneficial interest in the trust is held by Fund 7, with the remaining 80% beneficial interest in the trust held by Fund 8.

(11)		Guaranteed by Omnicom Group, Inc. Actual lessees are various subsidiaries of Omnicom Group Inc.: The DDB Needham Worldwide Communications Group Inc.; Griffin Bacal Inc.; DDB Needham Chicago, Inc.; DDB Needham Dallas, Inc.; PGC Advertising, Inc.; The Focus Agency, LP.; Elgin DDB Inc.; Group Management Services and TLP, Inc.

(12)		Asset is held by a special purpose entity. Acquisition cost represents 51% of the total cost. The remaining 49% is owned by an unaffiliated program but continues to be managed by an affiliate.

(13)		Guaranteed 40% by Seacor Smit, Inc. and 60% by Transportacion Maritima Mexicana.

(14)		Asset is held in a trust. A majority beneficial interest in the trust is held by the program, with the remaining beneficial interest in the trust held by an unaffiliated program managed by an affiliate.

(15)		Assets are on short-term sub-leases with various sub-lessees.

(16)		Guaranteed by Williams Companies, Inc.

(17)		Asset held in a trust with Bank of New York as Trustee. Two distinct beneficial interests in the trust estate, representing an aggregate 42.5% interest of the total trust estate, purchased in two separate transactions. The remaining 57.5% of the trust estate is owned by an unaffiliated institutional investor. Trustee may only act upon unanimous instructions of all beneficial owners in the trust estate.

(18)		Guaranteed by CVS Corporation.

(19)		Lessee is acting through its division, GE Engine Services, Inc.

(20)		Guaranteed by SEACOR Smit Inc. Graham Offshore LLC changed from Graham Offshore, Inc on December 31, 2003. Seacor Marine LLC changed from Seacor Marine, Inc. on December 31, 2003.

(21)		Guaranteed by General Electric Company acting through its division GE Aircraft Engines operating division.

(22)		Merged with and now named Infiniroute Networks as of April 2004.

(23)		Lessee filed for protection under Chapter 11 of the U.S. Bankruptcy Act. All original lease payments were made. The lease was assumed by Vanguard Car Rental on November 11, 2003.

(24)		Name changed to LaFarge North America, Inc.

Past performance is not necessarily indicative of future performance.

A-21


Set forth below are the following financial statements:

ATEL Capital Equipment Fund XI, LLC

Balance Sheet, as of September 30, 2005 (Unaudited)		F — 2

Statements of Operations for the nine and three month periods ended September 30, 2005 (Unaudited)		F — 3

Statements of Changes in Members’ Capital for the period from June 25, 2004 (Inception) through December 31, 2004 and for the nine month period ended September 30, 2005 (Unaudited)		F — 4

Statements of Cash Flows for the nine and three month periods ended September 30, 2005 (Unaudited)		F — 5

Notes to Financial Statements (Unaudited)		F — 6

ATEL Financial Services, LLC

Report of Independent Auditors		F — 13

Consolidated Balance Sheet, as of July 31, 2005		F — 14

Notes to Consolidated Financial Statements		F — 15


Equipment category	Useful Life
Manufacturing		10 - 20


ASSETS

Cash and cash equivalents	$	1,937,553
Amounts due from affiliates		7,004,765
Property and equipment, net of accumulated depreciation of $647,917		755,139
Leasehold improvements, net of accumulated amortization of $308,169		1,046,979
Goodwill, net of accumulated amortization of $879,520		23,286,883
Other assets		244,600

Total Assets	$	34,275,919


LIABILITIES AND MEMBERS’ EQUITY

Liabilities:
Term loan	$	391,273
Subordinated convertible promissory note, due to related party		1,000,000
Other long-term debt		633,333
Amounts due to affiliated companies		21,825,582
Accounts payable and accrued liabilities		1,292,461
Derivative — interest rate swap		26,018

Total Liabilities		25,168,667

Members’ equity:
Accumulated other comprehensive income		(1,373	)
Member’s equity (Note 3)		9,108,625

Total Members’ equity		9,107,252


Total liabilities and Members’ equity	$	34,275,919


	Units		Amount
Members’ Capital as of June 25, 2004 (inception)		—	$	—
Capital contributions		150		600

Balance December 31, 2004		150		600

Capital contributions		2,480,573		24,805,730
Less selling commissions and other syndication costs to affiliates		—		(3,495,486	)
Less distributions to Other Members		—		(187,674	)
Less distributions to Managing Member		—		(15,205	)
Net income		—		1,355

Balance September 30, 2005		2,480,723	$	21,109,320


	Total
Three months ending December 31, 2005	$	18,383
Year ending December 31, 2006		73,530
2007		73,530
2008		73,530
2009		42,893

	$	281,866


(1)		Operating expenses include reimbursements to the General Partner/Managing Member as follows:


	ATEL Capital		ATEL Capital		ATEL Capital
	Equipment		Equipment		Equipment
	Fund VIII		Fund IX		Fund X
Year ended December 31, 1999	$	243,774
2000		1,261,054
2001		749,754	$	374,507
2002		869,979		343,120
2003		820,571		627,320	$	48,235
2004		752,161		680,045		356,797
2005		719,866		655,353		552,740

	$	5,417,159	$	2,680,345	$	957,772


(2)		Cash generated by (used in) operations does not include the principal portion of lease rentals received under direct financing leases or principal payments received on notes receivable. In the Funds’ statements of cash flows (under generally accepted accounting principles), these amounts are included in the investing activities section.

(3)		The percentage is calculated as a fraction, the numerator of which is the amount invested in program equipment (at cost) as of the end of the indicated period and the denominator of which is the cumulative total of the cost of all equipment acquired by the program through the end of the latest period shown.

(4)		Estimated as of September 30, 2005.