##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended December 31, 2005
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from to
 Commission file number 0-27496
 CRONOS GLOBAL INCOME FUND XVI, L.P.
  California
    
    94-3230380(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
   Title of each classNot Applicable
    
    
    Name of each exchange onwhich registered
   
  o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ




---



##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 Report on Form 10-K for the Fiscal Year
Ended December 31, 2005
 TABLE OF CONTENTS
 PAGEPART I
    
    
    3Item 1  Business
    
    
    3Item 1A  Risk Factors
    
    
    11Item 1B  Unresolved Staff Differences
    
    
    14Item 2  Properties
    
    
    14Item 3  Legal Proceedings
    
    
    15Item 4  Submission of Matters to a Vote of Security Holders
    
    
    15PART II
    
    
    16Item 5  Market for the Partnerships Common Equity and Related Stockholder Matters
    
    
    16Item 6  Selected Financial Data
    
    
    17Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 7A Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 8  Financial Statements and Supplementary Data
    
    
    24Item 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    39Item 9A  Controls and Procedures
    
    
    39Item 9B  Other Information
    
    
    39PART III
    
    
    40Item 10  Directors and Executive Officers of the Partnership
    
    
    40Item 11  Executive Compensation
    
    
    43Item 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    44Item 13  Certain Relationships and Related Transactions
    
    
    44Item 14  Principal Accountant Fees and Services
    
    
    45PART IV
    
    
    46Item 15  Exhibits and Financial Statement Schedules
    
    
    46
 2




---



##### 



PART I
 
 Item 1. Business
    Percentage ofAmount
    
    
    Gross ProceedsGross Subscription Proceeds
    
    $
    31,993,340
    
    
    
    100.0
    %Public Offering Expenses:Underwriting Commissions
    
    $
    3,199,334
    
    
    
    10.0
    %Offering and Organization Expenses
    
    $
    1,482,466
    
    
    
    4.6
    %Total Public Offering Expenses
    
    $
    4,681,800
    
    
    
    14.6
    %Net Proceeds
    
    $
    27,311,540
    
    
    
    85.4
    %Acquisition Fees
    
    $
    1,276,220
    
    
    
    4.0
    %Working Capital Reserve
    
    $
    319,933
    
    
    
    1.0
    %Unexpended Proceeds
    
    $
    190,993
    
    
    
    0.6
    %Gross Proceeds Invested in Equipment
    
    $
    25,524,394
    
    
    
    79.8
    %
   3




---



##### 



2005
    
    
    2004
    
    
    2003Dry cargo containers
    
    $
    2,707,893
    
    
    $
    2,767,280
    
    
    $
    2,667,383Refrigerated containers
    
    
    1,079,602
    
    
    
    1,220,587
    
    
    
    1,251,211Tank containers
    
    
    157,147
    
    
    
    152,067
    
    
    
    139,077Total
    
    $
    3,944,642
    
    
    $
    4,139,934
    
    
    $
    4,057,671
     4




---



##### 



Benefits of Leasing
  
    
    Leasing allows the shipping lines to utilize the equipment they need without having to make
large capital expenditures;
    
    Leasing offers a shipping line an alternative source of financing in a traditionally
capital-intensive industry;
    
    Leasing enables shipping lines to expand their trade routes and market shares at a relatively
low cost without making a permanent commitment to support their new structure;
    
    Leasing allows shipping lines to respond to changing seasonal and trade route demands, thereby
optimizing their capital investment and minimizing storage costs;
    
    Leasing provides shipping lines with the flexibility to respond to rapidly changing market
opportunities as they arise without relying exclusively on their own containers;
    
    Leasing allows shipping lines to benefit from the relationship between container manufacturers
and leasing companies.
 Fleet Profile
     5




---



##### 



Dry Cargo
    
    
    Refrigerated
    
    
    TankContainers
    
    
    Containers
    
    
    Containers40-Foot
    
    
    
    
    
    
    40-Foot20-Foot
    
    
    40-Foot
    
    
    High-Cube
    
    
    20-Foot
    
    
    High-Cube
    
    
    24,000-LiterContainers on lease:Master lease
    
    
    2,707
    
    
    
    620
    
    
    
    821
    
    
    
    54
    
    
    
    108
    
    
    
    27Term leaseShort
term1
    
    
    435
    
    
    
    290
    
    
    
    547
    
    
    
    10
    
    
    
    124
    
    
    
    17Long
term2
    
    
    524
    
    
    
    178
    
    
    
    91
    
    
    
    
    
    
    
    26
    
    
    
    4Subtotal
    
    
    3,666
    
    
    
    1,088
    
    
    
    1,459
    
    
    
    64
    
    
    
    258
    
    
    
    48Containers off lease
    
    
    322
    
    
    
    181
    
    
    
    232
    
    
    
    23
    
    
    
    35
    
    
    
    4Total container fleet
    
    
    3,988
    
    
    
    1,269
    
    
    
    1,691
    
    
    
    87
    
    
    
    293
    
    
    
    52
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or
that may expire in 2006.2.
    
    Long term leases represent term leases, the majority of which will expire between 2007
and 2010.  Types of Leases
  
    
    Master leases.Master leases are leases under which a customer may lease a certain
number of containers, as needed, under a general agreement between the lessor and the
lessee. Such leases provide customers with greater flexibility by allowing them to pick
up and drop off containers where and when needed, subject to restrictions and
availability, on pre-agreed terms. Master leases also define the number of containers
that may be returned within each calendar month, the permitted return locations and
applicable drop-off charges. Due to the increased flexibility they offer, master leases
usually command higher per-diem rates and generate more ancillary revenue (including
pick-up, drop-off, handling and off-hire fees) than term leases. Ocean carriers
generally use master leases to manage trade imbalances (where more containerized cargo
moves in one direction than another) by picking up a container in one port and dropping
it off at another
location after one or more legs of a voyage. The commercial terms of master leases are
usually negotiated or renewed annually.
 6




---



##### 




    
    Term leases.Term leases are for a fixed period of time, typically varying from
three to five years. In most cases, containers cannot be returned prior to the
expiration of the lease. Term lease agreements may contain early termination penalties
that apply in the event of early redelivery. Term leases provide greater revenue
stability to the lessor, usually at lower lease rates than master leases. Ocean
carriers use term leases to lower their operating costs when they have a need for an
identified number of containers for a specified term.
    
    Sales-type leases.Sales-type leases are long-term in nature, usually ranging from
three to seven years, and require relatively low levels of customer service. They
ordinarily require fixed payments over a defined period and provide customers with an
option to purchase the subject containers at the end of the lease term. Per-diem rates
include an element of repayment of capital and therefore are usually higher than rates
charged under either term or master leases.
    Customers
    7




---



##### 



Repair and Maintenance
   Disposition of Used Containers
  Operations
     8




---



##### 



Insurance
             9




---



##### 



10




---



##### 



Item 1A. Risk Factors
    Dependence of the Container Leasing Business on the Volume of World Trade and Other Factors
 Risks of Ownership and Leasing of Special Purpose Containers
 Risk of Terrorism Involving Containers
 Other Risks of Container Leasing
 
    
    general economic conditions, such as inflation and fluctuations in general business
conditions;
    
    fluctuations in supply and demand for containers resulting from, among other things,
obsolescence, changes in the methods or economics of a particular mode of transportation or
changes in governmental regulations or safety standards;
 11




---



##### 




    
    increases in maintenance expenses, taxes, insurance costs, third party fees and other
expenses attributable to the operation and the maintenance of the containers that cannot be
offset by increased lease revenues from the containers;
    
    the risk of uninsured losses with respect to the containers or insured losses for which
insurance proceeds are inadequate, resulting in a possible loss of invested capital in and
any profits anticipated from such containers;
    
    the effects of strikes, labor disputes and foreign political unrest on the Partnerships
container leasing business;
    
    bankruptcies, contract disputes, or defaults in payment by sub-lessees of the
Partnerships containers resulting in uncollectible amounts and the accumulation of expenses
and off-lease time attributable to the recovery of containers, or the inability to recover
containers from such lessees;
    
    the possibility that sub-lessees of the Partnerships containers will elect to purchase
and own equipment rather than lease it from third parties, including the Leasing Company;
and
    
    loss of revenues and increases in storage expenses during periods when containers are not
being utilized.
 Effect of Operating Leases: Rental Payments are Insufficient to Return the Original
Investment in the Containers.
 Residual Value of Containers
 Competition
 No Assurance of Successful Operations.
 12




---



##### 



Defaults by Lessees
 Effect of Environmental Regulation on Refrigerated Containers
 Environmental Liability Risks
 Risk Associated with the Operations of an Equipment Leasing Business in Partnership Form
 Reliance Upon CCC and the Leasing Company.
 Dependence Upon Key Personnel.
 Conflicts of Interest
 Compensation of CCC and the Leasing Company.
 13




---



##### 



Return of Capital.
 Lack of Liquidity
 Limited Voting Rights of Limited Partners.
 Unspecified Lessees
 Limited Liability Not Clearly Defined.
 
 Item 1B.Unresolved Staff Differences
  
 Item 2. Properties
  EstimatedUseful Life
    
    
    Average Age
    
    
    Average Cost20-Foot Dry Cargo Containers
    
    12-15 years
    
    9 years
    
    $
    2,31140-Foot Dry Cargo Containers
    
    12-15 years
    
    8 years
    
    $
    3,28040-Foot High-Cube Dry Cargo Containers
    
    12-15 years
    
    7 years
    
    $
    2,91220-Foot Refrigerated Containers
    
    12-15 years
    
    10 years
    
    $
    22,17140-Foot High-Cube Refrigerated Containers
    
    12-15 years
    
    10 years
    
    $
    26,92324,000-Liter Tanks
    
    12-20 years
    
    10 years
    
    $
    26,660
 14




---



##### 



Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  15




---



##### 



PART II
 
 Item 5. Market for the Partnerships Common Equity and Related Stockholder Matters
         Number of Unit Holders(b)(1)
    Title of Class
    
    as of December 31, 2005Units of limited partnership interests
    
    
    1,715
       16




---



##### 



Item 6. Selected Financial Data
 Year Ended December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Net lease revenue
    
    $
    2,803,236
    
    
    $
    3,001,124
    
    
    $
    2,863,738
    
    
    $
    2,794,199
    
    
    $
    2,884,037Net income
    
    $
    916,814
    
    
    $
    947,281
    
    
    $
    794,601
    
    
    $
    671,919
    
    
    $
    658,243Net income per unit of
limited partnership
interest
    
    $
    0.47
    
    
    $
    0.51
    
    
    $
    0.43
    
    
    $
    0.38
    
    
    $
    0.35Cash distributions per unit of
limited partnership
interest
    
    $
    1.71
    
    
    $
    1.48
    
    
    $
    1.35
    
    
    $
    0.92
    
    
    $
    1.15At year-end:Total assets
    
    $
    15,272,387
    
    
    $
    17,213,457
    
    
    $
    20,866,156
    
    
    $
    23,177,983
    
    
    $
    24,889,490Partners capital
    
    $
    15,272,387
    
    
    $
    17,213,457
    
    
    $
    18,759,371
    
    
    $
    20,226,433
    
    
    $
    21,094,654
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    17




---



##### 



Liquidity and Capital Resources
      18




---



##### 



Cash from Operating Activities:
 Cash from Investing Activities:
 Cash from Financing Activities
 Off-Balance Sheet Arrangements
  Contractual Obligations
  Results of Operations
 Market Overview
   
    
    Activity-related expenses, including agents costs and depot costs such as repairs,
maintenance and handling.
    
    Inventory-related expenses for off-hire containers, comprising of storage and
repositioning costs. These costs are sensitive to the quantity of off-hire containers as
well as the frequency at which containers are re-delivered.
    
    Legal and other expenses, including legal costs related to the recovery of containers and
doubtful accounts, insurance and provisions for doubtful accounts.
 19




---



##### 



Dry Cargo
    
    
    Refrigerated
    
    
    TankContainers
    
    
    Containers
    
    
    Containers40-Foot
    
    
    
    
    
    
    40-Foot20-Foot
    
    
    40-Foot
    
    
    High-Cube
    
    
    20-Foot
    
    
    High-Cube
    
    
    24,000-LiterContainers on lease:Master lease
    
    
    2,707
    
    
    
    620
    
    
    
    821
    
    
    
    54
    
    
    
    108
    
    
    
    27Term leaseShort term
1
    
    
    435
    
    
    
    290
    
    
    
    547
    
    
    
    10
    
    
    
    124
    
    
    
    17Long term
2
    
    
    524
    
    
    
    178
    
    
    
    91
    
    
    
    
    
    
    
    26
    
    
    
    4Subtotal
    
    
    3,666
    
    
    
    1,088
    
    
    
    1,459
    
    
    
    64
    
    
    
    258
    
    
    
    48Containers off lease
    
    
    322
    
    
    
    181
    
    
    
    232
    
    
    
    23
    
    
    
    35
    
    
    
    4Total container fleet
    
    
    3,988
    
    
    
    1,269
    
    
    
    1,691
    
    
    
    87
    
    
    
    293
    
    
    
    52
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or that
may expire in 2006.2.
    
    Long term leases represent term leases, the majority of which will expire between 2007 and
2010. Dry Cargo
    
    
    Refrigerated
    
    
    TankContainers
    
    
    Containers
    
    
    Containers40-Foot20-Foot
    
    
    40-Foot
    
    
    High-Cube
    
    
    20-Foot
    
    
    40-Foot
    
    
    24,000-LiterUnits
    
    
    %
    
    
    Units
    
    
    %
    
    
    Units
    
    
    %
    
    
    Units
    
    
    %
    
    
    Units
    
    
    %
    
    
    Units
    
    
    %Total purchases
    
    
    4,553
    
    
    
    100
    %
    
    
    1,500
    
    
    
    100
    %
    
    
    1,750
    
    
    
    100
    %
    
    
    90
    
    
    
    100
    %
    
    
    300
    
    
    
    100
    %
    
    
    52
    
    
    
    100
    %Less disposals
    
    
    565
    
    
    
    12
    %
    
    
    231
    
    
    
    15
    %
    
    
    59
    
    
    
    3
    %
    
    
    3
    
    
    
    3
    %
    
    
    7
    
    
    
    2
    %
    
    
    
    
    
    
    
    %Remaining fleet at
December 31, 2005
    
    
    3,988
    
    
    
    88
    %
    
    
    1,269
    
    
    
    85
    %
    
    
    1,691
    
    
    
    97
    %
    
    
    87
    
    
    
    97
    %
    
    
    293
    
    
    
    98
    %
    
    
    52
    
    
    
    100
    %
  2005
    
    
    2004
    
    
    2003Fleet size (measured in
twenty-foot equivalent units (TEU))Dry cargo containers
    
    
    10,396
    
    
    
    10,775
    
    
    
    10,869Refrigerated containers
    
    
    676
    
    
    
    681
    
    
    
    682Tank containers
    
    
    52
    
    
    
    52
    
    
    
    52Average utilization ratesDry cargo containers
    
    
    93
    %
    
    
    93
    %
    
    
    87
    %Refrigerated containers
    
    
    88
    %
    
    
    90
    %
    
    
    97
    %Tank containers
    
    
    92
    %
    
    
    90
    %
    
    
    79
    %
   20




---



##### 



Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004
 Net lease revenue
 21




---



##### 



Depreciation expense
 Other general and administrative expenses
 Impairment charge
 
    
    The age of the North American Dry Containers;
    
    The lack of demand for the North American Dry Containers;
    
    The cost to reposition the North American Dry Containers to high demand markets; and
    
    The strong North American container sale market.
   Net gain on disposal of equipment
 Interest expense
 Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003
 Net lease revenue
 Depreciation expense
 Other general and administrative expenses
 22




---



##### 



Net gain on disposal of equipment
 Interest expense
 Critical Accounting Policies
 Container equipment  depreciable lives
 Container equipment  valuation:
 Allowance for doubtful accounts:
 New Accounting Pronouncements
  Inflation
  23




---



##### 



Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Exchange rate risk:
 
 Item 8. Financial Statements and Supplementary Data
 24




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 25




---



##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 
 Balance Sheets
 December 31, 2005 and 2004
 2005
    
    
    2004AssetsCurrent assets:Cash and cash equivalents, includes $1,033,262 in 2005 and
$433,066 in 2004 in interest-bearing accounts
    
    $
    1,048,262
    
    
    $
    448,065Net lease and other receivables due from Leasing Company
    
    
    360,227
    
    
    
    321,212Total current assets
    
    
    1,408,489
    
    
    
    769,277Container rental equipment, at cost
    
    
    29,463,629
    
    
    
    31,152,445Less accumulated depreciation
    
    
    (15,671,131
    )
    
    
    (14,708,265
    )Net container rental equipment
    
    
    13,792,498
    
    
    
    16,444,180Container rental equipment held for sale
    
    
    71,400
    
    
    
    Total assets
    
    $
    15,272,387
    
    
    $
    17,213,457Partners CapitalPartners capital (deficit):General partner
    
    
    (5,678
    )
    
    
    (40,565
    )Limited partners
    
    
    15,278,065
    
    
    
    17,254,022Total partners capital
    
    $
    15,272,387
    
    
    $
    17,213,457
  26




---



##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 
 Statements of Operations
 For the years ended December 31, 2005, 2004 and 2003
 2005
    
    
    2004
    
    
    2003Net lease revenue
    
    $
    2,803,236
    
    
    $
    3,001,124
    
    
    $
    2,863,738Other operating income (expenses):Depreciation and amortization
    
    
    (1,842,594
    )
    
    
    (1,954,528
    )
    
    
    (1,939,205
    )Other general and administrative expenses
    
    
    (79,715
    )
    
    
    (70,659
    )
    
    
    (69,783
    )Net gain on disposal of equipment
    
    
    55,821
    
    
    
    20,179
    
    
    
    6,282Asset impairment loss
    
    
    (37,972
    )
    
    
    
    
    
    
    (1,904,460
    )
    
    
    (2,005,008
    )
    
    
    (2,002,706
    )Income from operations
    
    
    898,776
    
    
    
    996,116
    
    
    
    861,032Other income (expense):Interest income
    
    
    18,038
    
    
    
    5,482
    
    
    
    10,315Interest expense
    
    
    
    
    
    
    (54,317
    )
    
    
    (76,746
    )18,038
    
    
    
    (48,835
    )
    
    
    (66,431
    )Net income
    
    $
    916,814
    
    
    $
    947,281
    
    
    $
    794,601Allocation of net income:General partner
    
    $
    160,010
    
    
    $
    123,918
    
    
    $
    99,465Limited partners
    
    
    756,804
    
    
    
    823,363
    
    
    
    695,136$
    916,814
    
    
    $
    947,281
    
    
    $
    794,601Limited partners per unit share of net income
    
    $
    0.47
    
    
    $
    0.51
    
    
    $
    0.43
  27




---



##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 
 Statements of Partners Capital
 For the years ended December 31, 2005, 2004 and 2003
 Limited
    
    
    GeneralPartners
    
    
    Partner
    
    
    TotalBalances at January 1, 2003
    
    $
    20,261,250
    
    
    $
    (34,817
    )
    
    $
    20,226,433Net income
    
    
    695,136
    
    
    
    99,465
    
    
    
    794,601Cash distributions
    
    
    (2,152,886
    )
    
    
    (108,777
    )
    
    
    (2,261,663
    )Balances at December 31, 2003
    
    
    18,803,500
    
    
    
    (44,129
    )
    
    
    18,759,371Net income
    
    
    823,363
    
    
    
    123,918
    
    
    
    947,281Cash distributions
    
    
    (2,372,841
    )
    
    
    (120,354
    )
    
    
    (2,493,195
    )Balances at December 31, 2004
    
    
    17,254,022
    
    
    
    (40,565
    )
    
    
    17,213,457Net income
    
    
    756,804
    
    
    
    160,010
    
    
    
    916,814Cash distributions
    
    
    (2,732,761
    )
    
    
    (125,123
    )
    
    
    (2,857,884
    )Balances at December 31, 2005
    
    $
    15,278,065
    
    
    $
    (5,678
    )
    
    $
    15,272,387
  28




---



##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 
 Statements of Cash Flows
 For the years ended December 31, 2005, 2004 and 2003
 2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net income
    
    $
    916,814
    
    
    $
    947,281
    
    
    $
    794,601Adjustments to reconcile net income to net cash from
operating activities:Depreciation and amortization
    
    
    1,842,594
    
    
    
    1,954,528
    
    
    
    1,939,205Asset impairment loss
    
    
    37,972
    
    
    
    
    
    
    
    Net gain on disposal of equipment
    
    
    (55,821
    )
    
    
    (20,179
    )
    
    
    (6,282
    )Decrease (increase) in net lease and other
receivables due from Leasing Company
    
    
    5,246
    
    
    
    (3,599
    )
    
    
    3,253Decrease in interest payable
    
    
    
    
    
    
    (5,285
    )
    
    
    (4,165
    )Total adjustments
    
    
    1,829,991
    
    
    
    1,925,465
    
    
    
    1,932,011Net cash provided by operating activities
    
    
    2,746,805
    
    
    
    2,872,746
    
    
    
    2,726,612Cash flows from investing activities:Release of restricted deposits
    
    
    
    
    
    
    750,000
    
    
    
    Proceeds from sale of container rental equipment
    
    
    711,276
    
    
    
    143,764
    
    
    
    90,895Net cash from investing activities
    
    
    711,276
    
    
    
    893,764
    
    
    
    90,895Cash flows from financing activities:Distributions to general partner
    
    
    (125,123
    )
    
    
    (120,354
    )
    
    
    (108,777
    )Distributions to limited partners
    
    
    (2,732,761
    )
    
    
    (2,372,841
    )
    
    
    (2,152,886
    )Total Distributions to partners
    
    
    (2,857,884
    )
    
    
    (2,493,195
    )
    
    
    (2,261,663
    )Repayments of term debt
    
    
    
    
    
    
    (2,101,500
    )
    
    
    (840,600
    )Net cash used in financing activities
    
    
    (2,857,884
    )
    
    
    (4,594,695
    )
    
    
    (3,102,263
    )Net increase (decrease) in cash and cash equivalents
    
    
    600,197
    
    
    
    (828,185
    )
    
    
    (284,756
    )Cash and cash equivalents at beginning of year
    
    
    448,065
    
    
    
    1,276,250
    
    
    
    1,561,006Cash and cash equivalents at end of year
    
    $
    1,048,262
    
    
    $
    448,065
    
    
    $
    1,276,250Supplementary disclosure of cash flow information:Cash paid during the year for interest
    
    $
    
    
    
    $
    59,602
    
    
    $
    80,912
  29




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##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 
 Notes to Financial Statements
 December 31, 2005, 2004 and 2003
 (1)
    
    Summary of Significant Accounting Policies
 (a)
    
    Nature of Operations
     30




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##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 Notes to Financial Statements
 (b)
    
    Leasing Company and Leasing Agent AgreementA Leasing Agent Agreement exist between the Partnership and the Leasing Company, whereby
the Leasing Company has the responsibility to manage the leasing operations of all
equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is
responsible for leasing, managing and re-leasing the Partnerships containers to ocean
carriers and has full discretion over which ocean carriers and suppliers of goods and
services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use
the containers owned by the Partnership, together with other containers owned or managed
by the Leasing Company and its affiliates, as part of a single fleet operated without
regard to ownership. Since the Leasing Agent Agreement meets the definition of an
operating lease in Statement of Financial Accounting Standards (SFAS) No. 13, it is
accounted for as a lease under which the Partnership is lessor and the Leasing Company is
lessee.The Leasing Agent Agreement generally provides that the Leasing Company will make payments
to the Partnership based upon rentals collected from ocean carriers after deducting direct
operating expenses and management fees to CCC and the Leasing Company. The Leasing
Company leases containers to ocean carriers, generally under operating leases which are
either master leases or term leases (mostly one to five years). Master leases do not
specify the exact number of containers to be leased or the term that each container will
remain on hire but allow the ocean carrier to pick up and drop off containers at various
locations, and rentals are based upon the number of containers used and the applicable
per-diem rate. Accordingly, rentals under master leases are all variable and contingent
upon the number of containers used. Most containers are leased to ocean carriers under
master leases; leasing agreements with fixed payment terms are not material to the
financial statements. Since there are no material minimum lease rentals, no disclosure of
minimum lease rentals is provided in these financial statements.(c)
    
    Concentrations of Credit RiskThe Partnerships financial instruments that are exposed to concentrations of credit risk
consist primarily of cash, cash equivalents and net lease receivables due from the Leasing
Company. See note 3 for further discussion regarding the credit risk associated with cash
and cash equivalents.Net lease receivables due from the Leasing Company (see notes 1(b) and 5 for discussion
regarding net lease receivables) subject the Partnership to a significant concentration of
credit risk. These net lease receivables, representing rentals earned by the Leasing
Company, on behalf of the Partnership, from ocean carriers after deducting direct
operating expenses and management fees to CCC and the Leasing Company, are remitted by the
Leasing Company to the Partnership three to four times per month. The Partnership has
historically never incurred a loss associated with the collectibility of unremitted net
lease receivables due from the Leasing Company.(d)
    
    Basis of AccountingThe Partnership utilizes the accrual method of accounting. Net lease revenue is recorded
by the Partnership in each period based upon its leasing agent agreement with the Leasing
Company. Net lease revenue is generally dependent upon operating lease rentals from
operating lease agreements between the Leasing Company and its various lessees, less
direct operating expenses and management fees due in respect of the containers specified
in each operating lease agreement.
 31




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##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 Notes to Financial Statements
 (e)
    
    Use of EstimatesThe financial statements are prepared in conformity with accounting principles generally
accepted in the United States of America (GAAP), which requires the Partnership to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.The most significant estimates included within the financial statements are the container
rental equipment estimated useful lives and residual values, and the estimate of future
cash flows from container rental equipment operations, used to determine the carrying
value of container rental equipment in accordance with SFAS No. 144. Considerable
judgment is required in estimating future cash flows from container rental equipment
operations. Accordingly, the estimates may not be indicative of the amounts that may be
realized in future periods. As additional information becomes available in subsequent
periods, recognition of an impairment of the container rental equipment carrying values
may be necessary based upon changes in market and economic conditions.(f)
    
    Allocation of Net Income or Loss, Partnership Distributions and Partners Capital
AccountsNet income or loss has been allocated between general and limited partners in accordance
with the Partnership Agreement. The Partnership Agreement generally provides that CCC
shall at all times maintain at least a 1% interest in each item of income or loss,
including the gain arising from the sale of containers. The Partnership Agreement further
provides that the gain arising from the sale of containers be allocated first to the
partners with capital account deficit balances in an amount sufficient to eliminate any
deficit capital account balance. Thereafter, the Partnerships gains arising from the sale
of containers are allocated to the partners in accordance with their share of sale
proceeds distributed. The Partnership Agreement also provides for income (excluding the
gain arising from the sale of containers) for any period, be allocated to CCC in an amount
equal to that portion of CCCs distributions in excess of 1% of the total distributions
made to both CCC and the limited partners of the Partnership for such period, as well as
other allocation adjustments.Actual cash distributions differ from the allocations of net income or loss between the
general and limited partners as presented in these financial statements. Partnership
distributions are paid to its partners (general and limited) from distributable cash from
operations, allocated 95% to the limited partners and 5% to CCC. Distributions of sales
proceeds are allocated 99% to the limited partners and 1% to CCC. The allocations remain
in effect until such time as the limited partners have received from the Partnership
aggregate distributions in an amount equal to their capital contributions plus an 8%
cumulative, compounded (daily), annual return on their adjusted capital contributions.
Thereafter, all Partnership distributions will be allocated 85% to the limited partners
and 15% to CCC. Cash distributions from operations to CCC in excess of 5% of
distributable cash will be considered an incentive fee and will be recorded as
compensation to CCC, with the remaining distributions from operations charged to partners
capital.Upon dissolution, the assets of the Partnership will be sold and the proceeds thereof
distributed as follows: (i) all of the Partnerships debts and liabilities to persons
other than CCC or the limited partners shall be paid and discharged; (ii) all of the
Partnerships debts and liabilities to CCC and the limited partners shall be paid and
discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the
limited partners in accordance with the positive balances of CCC and the limited partners
capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal
to the lesser of the deficit balance in its capital account at the time of such
liquidation, or 1.01% of the excess of the Limited Partners capital contribution to the
Partnership over the capital contributions previously made to the Partnership by CCC,
after giving effect to the allocation of income or loss arising from the liquidation of
the Partnerships assets.
 32




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##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 Notes to Financial Statements
 (g)
    
    Acquisition FeesPursuant to the Partnership Agreement, acquisition fees paid to CCC are based on 5% of the
equipment purchase price. These fees are capitalized and included in the cost of the
rental equipment.(h)
    
    Container Rental EquipmentContainer rental equipment is depreciated over a 15-year life using the straight-line
basis to a salvage value of 10% of original equipment cost. Depreciation policies are
also evaluated to determine whether subsequent events and circumstances warrant revised
estimates of useful lives.In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, container rental equipment is considered to be impaired if the carrying value of
the asset exceeds the expected future cash flows from related operations (undiscounted and
without interest charges). If impairment is deemed to exist, the assets are written down
to fair value. An analysis is prepared each quarter projecting future cash flows from
container rental equipment operations. Current and projected utilization rates, per-diem
rental rates, direct operating expenses, fleet size and container disposals are the
primary variables utilized by the analysis. Additionally, the Partnership evaluates
future cash flows and potential impairment by container type rather than for each
individual container, and as a result, future losses could result for individual container
dispositions due to various factors, including age, condition, suitability for continued
leasing, as well as the geographical location of containers when disposed.In June 2005 the Partnership recorded an impairment charge of $37,972 related to 111
forty-foot standard off-hire dry cargo containers located in North America (the North
American Dry Containers). The impairment charge was a result of CCCs and the Leasing
Company identifying a number of issues that had an impact on their carrying value.
 
    
    The age of the North American Dry Containers.
    
    The lack of regional market demand to lease the North American Dry Containers.
    
    The cost to reposition the North American Dry Containers to high demand markets.
    
    The strong North American container sale market.
   33




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##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 Notes to Financial Statements
 (i)
    
    Income TaxesThe Partnership is not subject to income taxes, consequently no provision for income taxes
has been made. The Partnership files federal and state an annual information tax returns,
prepared on the accrual basis of accounting. Taxable income or loss is reportable by the
partners individually.(j)
    
    Financial Statement PresentationThe Partnership has determined that, for accounting purposes, the Leasing Agent Agreement
is a lease, and the receivables, payables, gross revenues and operating expenses
attributable to the containers managed by the Leasing Company are, for accounting
purposes, those of the Leasing Company and not of the Partnership. Consequently, the
Partnerships balance sheets and statements of operations display the payments to be
received by the Partnership from the Leasing Company as the Partnerships receivables and
revenues.(k)
    
    ReclassificationsThe release of a $750,000 restricted deposit reported in the 2004 statement of cash flows
has been reclassified from cash flows from financing activities to cash flows from
investing activities. As a result of this reclassification, for the year ended December
31, 2004, the net cash used in financing activities increased $750,000 from $3,844,695 to
$4,594,695, and the net cash provided by investing activities increased $750,000 from
$143,764 to $893,764. This reclassification has no impact on the Partnerships financial
condition or results of operations as of and for the year ended December 31, 2004.(l)
    
    New Accounting PronouncementsIn May 2005, the FASB issued SFAS No. 154  Accounting Changes and Error Corrections  a
replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS 154). SFAS 154
requires retrospective application to prior periods financial statements of a voluntary
change in accounting principle unless it is impracticable. APB No. 20 previously required
that most voluntary changes in accounting principle be recognized by including in net
income of the period of the change, the cumulative effect of changing to the new
accounting principle. SFAS 154 is effective for accounting changes and corrections of
errors in fiscal years beginning after December 15, 2005.
 (2)
    
    Operating SegmentAn operating segment is a component of an enterprise that engages in business activities from
which it may earn revenues and incur expenses, whose operating results are regularly reviewed
by the enterprises chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and about which separate financial
information is available. Management operates the Partnerships container fleet as a
homogenous unit and has determined that as such it has a single reportable operating segment.
 34




---



##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 Notes to Financial Statements
 (2)
    
    Operating Segment (continued)The Partnership derives revenues from marine dry cargo , refrigerated containers and tank
containers used by its customers in global trade routes. As of December 31, 2005, the
Partnership owned 3,988 twenty-foot, 1,269 forty-foot and 1,691 forty-foot high-cube marine dry
cargo containers, as well as 87 twenty-foot and 293 forty-foot refrigerated high-cube cargo
containers, and 52 twenty-four thousand-liter tank containers. A summary of gross lease
revenue earned by the Leasing Company, on behalf of the Partnership, by product, for the years
ended December 31, 2005, 2004 and 2003 follows:
 2005
    
    
    2004
    
    
    2003Dry cargo containers
    
    $
    2,707,893
    
    
    $
    2,767,280
    
    
    $
    2,667,383Refrigerated containers
    
    
    1,079,602
    
    
    
    1,220,587
    
    
    
    1,251,211Tank containers
    
    
    157,147
    
    
    
    152,067
    
    
    
    139,077Total
    
    $
    3,944,642
    
    
    $
    4,139,934
    
    
    $
    4,057,671
   (3)
    
    Cash and Cash EquivalentsCash equivalents include money market funds that invest in highly-liquid securities, such as
U.S. Treasury obligations, repurchase agreements secured by U.S. Treasury obligations, and
obligations whose principal and interest are backed by the U.S. Government. Cash equivalents
are carried at cost which approximates fair value, and at times, may exceed federally insured
limits. The Partnership has not experienced any losses in such accounts and believes it is not
exposed to any significant credit risk.
 35




---



##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 Notes to Financial Statements
 (4)
    
    Net Lease and Other Receivables Due from Leasing CompanyNet lease and other receivables due from the Leasing Company are determined by deducting direct
operating payables and accrued expenses, base management fees payable, and reimbursed
administrative expenses payable to CCC and its affiliates from the rental billings earned by
the Leasing Company under operating leases to ocean carriers for the containers owned by the
Partnership as well as proceeds earned from container disposals. Net lease and other
receivables at December 31, 2005 and 2004 were as follows:
 December 31,
    
    
    December 31,2005
    
    
    2004Gross lease and other receivables
    
    $
    809,608
    
    
    $
    726,979Less:Direct operating payables and accrued expenses
    
    
    268,591
    
    
    
    276,571Damage protection reserve
    
    
    81,367
    
    
    
    47,725Base management fees payable
    
    
    4,212
    
    
    
    15,418Reimbursed administrative expenses
    
    
    16,585
    
    
    
    17,415Allowance for doubtful accounts
    
    
    78,626
    
    
    
    48,638449,381
    
    
    
    405,767Net lease and other receivables
    
    $
    360,227
    
    
    $
    321,212
 (5)
    
    Equipment DebtIn August, 2004, the Partnership prepaid the remaining term loan debt of $2,101,500, plus
accrued interest of $25,434. On March 30, 2000, the Partnership borrowed $5,043,600 under a
term loan for the purpose of acquiring additional equipment. The terms of the loan required it
to be repaid in equal quarterly installments plus interest, through May 31, 2006. Interest
accrued at the rate of 1.75% above the LIBOR rate which was calculated on the first day of each
quarterly interest period. Over the life of the loan, the interest rates have ranged from
2.87% to 8.58%. The loan was secured by containers owned by the Partnership, as well as any
income generated in connection with the containers including lease revenue and sales proceeds.(6)
    
    Damage Protection PlanThe Leasing Company offers a repair service to several lessees of the Partnerships containers,
whereby the lessee pays an additional rental fee for the convenience of having the Partnership
incur the repair expense for containers damaged while on lease. This fee is recorded as
revenue when earned according to the terms of the rental contract. An accrual has been
recorded to provide for the estimated costs incurred by this service. This accrual is included
within rental equipment operating expenses, a component of net lease and other receivables due
from the Leasing Company (see note 4). The Partnership is not responsible in the event repair
costs exceed predetermined limits, or for repairs that are required for damages not defined by
the damage protection plan agreement.
 36




---



##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 Notes to Financial Statements
 (7)
    
    Net Lease RevenueNet lease revenue is determined by deducting direct operating expenses, base management fees
and reimbursed administrative expenses to CCC and its affiliates from the rental revenue earned
by the Leasing Company under operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for 2005, 2004 and 2003:
 2005
    
    
    2004
    
    
    2003Rental revenue
    
    $
    3,944,642
    
    
    $
    4,139,934
    
    
    $
    4,057,671Less:Rental equipment operating expenses
    
    
    668,593
    
    
    
    638,260
    
    
    
    713,279Base management fees (note 8)
    
    
    270,813
    
    
    
    285,258
    
    
    
    282,731Reimbursed administrative expenses (note 8):Salaries
    
    
    144,498
    
    
    
    148,638
    
    
    
    138,943Other payroll related expenses
    
    
    20,194
    
    
    
    18,699
    
    
    
    14,930General administrative expenses
    
    
    37,308
    
    
    
    47,955
    
    
    
    44,050202,000
    
    
    
    215,292
    
    
    
    197,9231,141,406
    
    
    
    1,138,810
    
    
    
    1,193,933Net lease revenue
    
    $
    2,803,236
    
    
    $
    3,001,124
    
    
    $
    2,863,738
 (8)
    
    Compensation to General Partner and its AffiliatesBase management fees are equal to 7% of the gross lease billings from the leasing of containers
subject to leases whereby the aggregate rental payments due during the initial term of the
lease are less than the purchase price of the equipment subject to the lease. Reimbursed
administrative expenses are equal to the costs expended by CCC and its affiliates for services
necessary for the prudent operation of the Partnership pursuant to the Partnership Agreement.
The following compensation was paid or will be paid by the Partnership to CCC or its
affiliates:
 2005
    
    
    2004
    
    
    2003Base management feesCCC
    
    $
    
    
    
    $
    
    
    
    $
    Leasing Company
    
    
    270,813
    
    
    
    285,258
    
    
    
    282,731270,813
    
    
    
    285,258
    
    
    
    282,731Reimbursed administrative expensesCCC
    
    
    26,474
    
    
    
    27,579
    
    
    
    22,919Leasing Company
    
    
    175,526
    
    
    
    187,713
    
    
    
    175,004202,000
    
    
    
    215,292
    
    
    
    197,923$
    472,813
    
    
    $
    500,550
    
    
    $
    480,654
 37




---



##### 



CRONOS GLOBAL INCOME FUND XVI, L.P.
 Notes to Financial Statements
 (8)
    
    Compensation to General Partner and its Affiliates (continued)
  2005
    
    
    2004CCC
    
    $
    2,887
    
    
    $
    2,396Leasing Company
    
    
    17,910
    
    
    
    30,437$
    20,797
    
    
    $
    32,833
 (9)
    
    Limited Partners CapitalCash distributions made to the limited partners during 2005, 2004 and 2003 included
distributions of proceeds from equipment sales in the amount of $439,611, $106,646 and
$106,646, respectively. These distributions, as well as cash distributions from operations,
are used in determining Adjusted Capital Contributions as defined by the Partnership
Agreement.The limited partners per unit share of capital at December 31, 2005, 2004 and 2003 was $10,
$11 and $12, respectively. This is calculated by dividing the limited partners capital at the
end of each year by 1,599,667, the total number of limited partnership units.
 38




---



##### 



Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
   
 Item 9B. Other Information
  39




---



##### 



PART III
 
 Item 10. Directors and Executive Officers of the Partnership
  Name
    
    OfficeDennis J. Tietz
    
    President, Chief Executive Officer and DirectorJohn Kallas
    
    Vice President, Chief Financial Officer and DirectorElinor A. Wexler
    
    Vice President/Administration, Secretary and DirectorPeter J. Younger
    
    Director
 Dennis J. Tietz
   John Kallas
  Elinor A. Wexler
  Peter J. Younger
 40




---



##### 



Name
    
    TitlePeter J. Younger
    
    President, Chief Operating Officer of The Cronos GroupJohn M. Foy
    
    Senior Vice President/Pacific RegionJohn C. Kirby
    
    Senior Vice President/North Atlantic RegionFrank P. Vaughan
    
    Director, Leasing CompanyTimothy W. Courtenay
    
    Director, Leasing Company
 Peter J. Younger
 John M. Foy
 John C. Kirby
 Frank P. Vaughan
  Timothy W. Courtenay
 41




---



##### 



Audit Committee
  Audit Committee Financial Expert
  Code of Ethics
  Cronos Capital Corp.The General PartnerAttention: Corporate SecretaryOne Front Street, Suite 925San Francisco, CA 94111(415) 677-8990ir@cronos.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  42




---



##### 



Item 11. Executive Compensation
    Cash Fees andName
    
    Description
    
    Distributions1)  CCL
    
    Base management fees  equal to 7% of
gross lease billings from the leasing of
containers subject to leases whereby the
aggregate rental payments due during the
initial term of the lease are less than
the purchase price of the equipment
subject to the lease pursuant to Section
4.3 of the Limited Partnership Agreement
    
    $
    282,0192)  CCC
     CCL
    
    Reimbursed administrative expenses equal
to the costs expended by CCC and its
affiliates for services necessary to the
prudent operation of the Partnership
pursuant to Section 4.4 of the Limited
Partnership Agreement
    
    $
$
    25,983
176,8473)  CCC
    
    Interest in Fund  5% of distributions of
distributable cash for any quarter
pursuant to Section 6.1 of the Limited
Partnership Agreement
    
    $
    125,123
 43




---



##### 



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
         
 Item 13. Certain Relationships and Related Transactions
         44




---



##### 



Item 14. Principal Accountant Fees and Services
  Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  45




---



##### 



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Page(1) Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    25(2) The following financial statements of the Partnership are included in Part II, Item 8:Balance Sheets  as of December 31, 2005 and 2004
    
    
    26Statements of Operations  for the years ended December 31, 2005, 2004 and 2003
    
    
    27Statements of Partners Capital  for the years ended December 31, 2005, 2004 and 2003
    
    
    28Statements of Cash Flows  for the years ended December 31, 2005, 2004 and 2003
    
    
    29Notes to Financial Statements
    
    
    30
  46




---



##### 



ExhibitNo..
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement of the Partnership, amended and restated as of December 28, 1995
    
    (a)3(b)
    
    Certificate of Limited Partnership
    
    (b)10
    
    Form of Leasing Agent Agreement with Cronos Containers Limited
    
    (c)10.1
    
    Note Purchase Agreement, dated as
of March 30, 2000, by and between the Partnership (the
Company), Cronos Containers Limited (the
Guarantor) and IBJ Whitehall Business Credit Corporation
(the Purchaser)
    
    (d)10.2
    
    Guarantee, dated as of March 30, 2000, by and between the Guarantor, the Company and the Purchaser
    
    (e)10.3
    
    Secured note, dated as of March 30, 2000, by and between the Company and the Purchaser
    
    (f)10.4
    
    Pledge and Security Agreement,
dated as of March 30, 2000, by and between the Partnership (the
Debtor) and IBJ Whitehall Business Credit Corporation (the Secured
Party)
    
    (g)31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this documentFiled with this document32
    
    Section 1350 Certification
    
    (h)
 
 (a)
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated
December 28, 1995, included as part of Registration Statement on Form S-1 (No. 33-98290)(b)
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No.
33-98290)(c)
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-98290)(d)
    
    Incorporated by reference to Exhibit 10.1 to the Report on Form 10-Q of the Partnership for
the quarterly period ended March 31, 2000(e)
    
    Incorporated by reference to Exhibit 10.2 to the Report on Form 10-Q of the Partnership for
the quarterly period ended March 31, 2000(f)
    
    Incorporated by reference to Exhibit 10.3 to the Report on Form 10-Q of the Partnership for
the quarterly period ended March 31, 2000(g)
    
    Incorporated by reference to Exhibit 10.4 to the Report on Form 10-Q of the Partnership for
the quarterly period ended March 31, 2000(h)
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not to be deemed filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act. 47




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##### 



SIGNATURES
  CRONOS GLOBAL INCOME FUND XVI, L.P.By
    
    Cronos Capital Corp.The General PartnerBy
    
    /s/ Dennis J. TietzDennis J. TietzPresident and Director of Cronos Capital Corp. (CCC)Principal Executive Officer of CCC
   Signature
    
    Title
    
    Date/s/ Dennis J. Tietz

Dennis J. Tietz
    
    President and Director of
Cronos Capital Corp.
(CCC) (Principal Executive
Officer of CCC)
    
    March 24, 2006/s/ John Kallas

John Kallas
    
    Chief Financial Officer and
Director of
Cronos Capital Corp. (CCC)
(Principal Financial and
Accounting Officer of CCC)
    
    March 24, 2006/s/ Elinor A.
Wexler

Elinor A. Wexler
    
    Vice President-Administration,
Secretary and Director of
Cronos Capital Corp.
    
    March 24, 2006




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##### 



Exhibit Index
 ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement of the Partnership, amended and
    
    (a)restated as of December 28, 19953(b)
    
    Certificate of Limited Partnership
    
    (b)10
    
    Form of Leasing Agent Agreement with Cronos Containers Limited
    
    (c)10.1
    
    Note Purchase Agreement, dated as
of March 30, 2001, by and between the Partnership (the
Company), Cronos Containers Limited (the
Guarantor) and IBJ Whitehall Business Credit Corporation
(the Purchaser)
    
    (d)10.2
    
    Guarantee, dated as of March 30, 2000, by and between the Guarantor, the Company and the Purchaser
    
    (e)10.3
    
    Secured note, dated as of March 30, 2000, by and between the Company and the Purchaser
    
    (f)10.4
    
    Pledge and Security Agreement,
dated as of March 30, 2000, by and between the Partnership (the
Debtor) and IBJ Whitehall Business Credit Corporation
(the Secured Party)
    
    (g)31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this documentFiled with this document32
    
    Section 1350 Certification
    
    (h)
 
 (a)
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated
December 28, 1995, included as part of Registration Statement on Form S-1 (No. 33-98290)(b)
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No.
33-98290)(c)
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-98290)(d)
    
    Incorporated by reference to Exhibit 10.1 to the Report on Form 10-Q of the Partnership
for the quarterly period ended March 31, 2000(e)
    
    Incorporated by reference to Exhibit 10.2 to the Report on Form 10-Q of the Partnership
for the quarterly period ended March 31, 2000(f)
    
    Incorporated by reference to Exhibit 10.3 to the Report on Form 10-Q of the Partnership
for the quarterly period ended March 31, 2000(g)
    
    Incorporated by reference to Exhibit 10.4 to the Report on Form 10-Q of the Partnership
for the quarterly period ended March 31, 2000(h)
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other
than as required by Section 906, is not to be deemed filed with the Commission or
subject to the rules and regulations promulgated by the Commission under the Securities
Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.