##### Table of Contents



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, 2010
 OR
 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 0-23886
 CRONOS GLOBAL INCOME FUND XV, L.P.
  California
(State or other jurisdiction of 
incorporation or organization)
    
    94-3186624
(I.R.S. Employer Identification No.)
 
   Name of each exchange onTitle of each class
    
    which registeredNot Applicable
  UNITS OF LIMITED PARTNERSHIP INTERESTS
  o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o   
    Accelerated filer o
    Non-accelerated filer o
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




---



##### 



CRONOS GLOBAL INCOME FUND XV, L.P.
 Report on Form 10-K for the Fiscal Year
Ended December 31, 2010
 TABLE OF CONTENTS
 PAGEPART I
    
    
    3Item 1  Business
    
    
    3Item 1A  Risk Factors
    
    
    10Item 1B  Unresolved Staff Comments
    
    
    13Item 2  Properties
    
    
    13Item 3  Legal Proceedings
    
    
    14Item 4  Removed and Reserved
    
    
    14PART II
    
    
    14Item 5  Market for the Partnerships Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    14Item 6  Selected Financial Data
    
    
    15Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 7A  Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 8  Financial Statements and Supplementary Data
    
    
    22Item 9  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    36Item 9A  Controls and Procedures
    
    
    36Item 9A(T)  Controls and Procedures
    
    
    36Item 9B  Other Information
    
    
    36PART III
    
    
    37Item 10  Directors, Executive Officers and Corporate Governance
    
    
    37Item 11  Executive Compensation
    
    
    40Item 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    41Item 13  Certain Relationships and Related Transactions, and Director Independence
    
    
    41Item 14  Principal Accountant Fees and Services
    
    
    42PART IV
    
    
    43Item 15  Exhibits and Financial Statement Schedules
    
    
    43EX-31.1EX-31.2EX-32
  2




---



##### Table of Contents



PART I
 
 Item 1. Business
    Percentage ofAmount
    
    
    Gross ProceedsGross subscription proceeds
    
    $
    143,031,380
    
    
    
    100.0
    %Public offering expenses:Underwriting commissions
    
    $
    14,303,138
    
    
    
    10.0
    %Offering and organization expenses
    
    $
    2,977,551
    
    
    
    2.1
    %Total public offering expenses
    
    $
    17,280,689
    
    
    
    12.1
    %Net proceeds
    
    $
    125,750,691
    
    
    
    87.9
    %Acquisition fees
    
    $
    5,918,588
    
    
    
    4.1
    %Working capital reserve
    
    $
    1,460,334
    
    
    
    1.0
    %Gross proceeds invested in equipment
    
    $
    118,371,769
    
    
    
    82.8
    %
     3




---



##### Table of Contents



Benefits of Leasing
  
    
    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 respond to changing seasonal and trade route demands,
thereby optimizing their capital investment and minimizing storage costs;
    
    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 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; and
    
    Leasing allows shipping lines to benefit from the relationships between container
manufacturers and leasing companies.
 4




---



##### Table of Contents



Fleet Profile
  Ò Ò
    Dry Cargo
    
    
    RefrigeratedContainers
    
    
    Containers
    
    
    Tank Containers
    
    
    TotalContainer on lease:Master lease
    
    
    7,740
    
    
    
    8
    
    
    
    80
    
    
    
    7,828Term leaseShort term1
    
    
    426
    
    
    
    4
    
    
    
    42
    
    
    
    472Long term2
    
    
    4,158
    
    
    
    1
    
    
    
    37
    
    
    
    4,1964,584
    
    
    
    5
    
    
    
    79
    
    
    
    4,668Subtotal
    
    
    12,324
    
    
    
    13
    
    
    
    159
    
    
    
    12,496Containers off-hire
    
    
    466
    
    
    
    3
    
    
    
    12
    
    
    
    481Total container fleet
    
    
    12,790
    
    
    
    16
    
    
    
    171
    
    
    
    12,977
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or
that may expire in 2011.2.
    
    Long term leases represent term leases that will expire after 2011.  Types of Leases
  
    
    Master leases.Master leases provide customers with flexibility by allowing them to
pick up containers where and when required on pre-agreed terms, subject to restrictions
and availability. 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 revenue) than term leases. The commercial terms of
master leases are usually negotiated or renewed annually.
 5




---



##### Table of Contents




    
    Term leases.Term leases are for a fixed quantity of containers for a fixed period
of time, typically ranging from three to seven years. In most cases, containers cannot
be returned prior to the expiration of the lease. Some term lease agreements contain
early termination penalties that apply in the event of early redelivery. Term leases
provide greater revenue stability to the lessor, but 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 and direct financing leases.Sales-type leases and direct
financing 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
  Credit Controls
   6




---



##### Table of Contents



Repair and Maintenance
   Disposition of Used Containers
  Operations
      7




---



##### Table of Contents



Insurance
  Competition
     Environmental Matters
  8




---



##### Table of Contents



Employees
     2010
    
    
    2009
    
    
    2008Dry cargo containers
    
    $
    2,050,360
    
    
    $
    2,937,457
    
    
    $
    4,350,690Refrigerated containers
    
    
    40,247
    
    
    
    63,784
    
    
    
    224,535Tank containers
    
    
    509,771
    
    
    
    509,056
    
    
    
    584,742Total
    
    $
    2,600,378
    
    
    $
    3,510,297
    
    
    $
    5,159,967
     9




---



##### Table of Contents



Item 1A. Risk Factors
  Risks Related to the Container Leasing Industry and to the Partnership
 Demand for leased containers depends on economic and political factors beyond the control of
the Leasing Agent, CCC and the Partnership.
  
    
    prices of new and used containers;
    
    economic conditions, competitive pressures and consolidation in the container shipping
industry;
    
    shifting trends and patterns of cargo traffic;
    
    the availability and terms of container financing;
    
    fluctuations in inflation rates, interest rates and foreign currency values;
    
    overcapacity, undercapacity and consolidation of container manufacturers;
    
    the lead times required to purchase containers;
    
    the number of containers purchased by competitors and container lessees;
    
    container ship fleet overcapacity or undercapacity;
    
    increased repositioning by container shipping lines of their own empty containers to
higher demand locations instead of leasing containers;
    
    consolidation or withdrawal of individual container lessees in the container leasing
industry;
    
    import / export tariffs and restrictions;
    
    customs procedures, foreign exchange controls and other governmental regulations;
    
    natural disasters that are severe enough to affect local and global economies or
interfere with trade; and
    
    other political and economic factors.
 Lease rates may decrease, which could harm the results of operations and financial condition
of the Partnership.
  
    
    the supply of containers available;
    
    the price of new containers (which is positively correlated with the price of steel);
    
    the type and length of the lease;
    
    interest rates;
    
    embedded residual assumptions;
    
    the type and age of the container;
    
    the location of the container being leased;
    
    the number of containers available for lease by competitors; and
    
    the lease rates offered by competitors.
 Customer defaults could have an adverse effect on the profitability and financial condition of
the Leasing Agent and the Partnership.
   10




---



##### Table of Contents



Fluctuations in the residual value of containers may impact profitability and the
long-term returns generated by leased equipment.
  The Leasing Agent operates in a highly competitive industry.
  Increases in the cost of insurance or the lack of availability of insurance could increase the
risk exposure of the Partnership and reduce its profitability. Potential losses could exceed
maximum insurance coverage limits.
  The Leasing Agent relies on its information technology systems to conduct its business. Any
failure or interruption in these systems could have an adverse effect on the profitability and
financial condition of the Leasing Agent and the Partnership.
   The Leasing Agent and Partnership are reliant on electronic banking systems to receive and
make payments. Any failure or interruption in banking systems could have an adverse effect on the
profitability and financial condition of the Leasing Agent and the Partnership.
  11




---



##### Table of Contents



Specialized containers could experience potential mechanical, obsolescence and other risks.
  Environmental liability may adversely affect the Partnerships business and financial
situation.
  Affiliates of the Leasing Company may not have adequate resources to pay container
manufacturers for equipment purchased for resale.
  There are political, economic and business risks inherent in the global business environment.
  
    
    Political and economic instability;
    
    Increases in maintenance expenses, taxes, 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;
    
    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;
    
    Restrictions on the movement of capital;
    
    The imposition of new direct and indirect taxes in jurisdictions in which the Leasing
Agent trades;
    
    The effects of strikes and labor disputes; and
    
    Terrorist acts, conflicts and wars.
 Risk Associated with the Operations of an Equipment Leasing Business in Partnership Form
 There is no assurance of successful operations.
  The Partnership has a high degree of reliance on CCC and the Leasing Agent.
  The Partnership is dependent on key personnel in CCC and the Leasing Agent.
  12




---



##### Table of Contents



There is a lack of liquidity for Partnership units.
  The Limited Partners have limited voting rights.
  Limited liability is not clearly established.
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
  Containers
    
    Quantity (Units)Dry Cargo  20 Foot
    
    
    5,632Dry Cargo  40 Foot
    
    
    2,668Dry Cargo  40 Foot High-Cube
    
    
    911Refrigerated  20 Foot
    
    
    12Refrigerated  40 Foot High-Cube
    
    
    2Tanks
    
    
    171
   Containers
    
    Quantity (Units)Dry Cargo  20 Foot
    
    
    2,199Dry Cargo  40 Foot
    
    
    607Dry Cargo  40 Foot High-Cube
    
    
    183Refrigerated  20 Foot
    
    
    7Refrigerated  40 Foot High-Cube
    
    
    9Tanks
    
    
    10
 13




---



##### Table of Contents



Item 3. Legal Proceedings
  
 Item 4. Removed and Reserved
 
 PART II
 
 Item 5. Market for the Partnerships Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
 (a)
    
    Market Information; Recent Sales of Unregistered SecuritiesThe Partnerships outstanding units of limited partnership interests are not traded on
any market nor does an established public trading market exist for such purposes.The Partnership sold no equity securities during 2010 that were not registered under the
Securities Act of 1933, as amended.(b)
    
    HoldersAs of December 31, 2010, there were 7,432 holders of record of the Partnerships limited
partnership interests.(c)
    
    Dividends
  (d)
    
    Securities authorized for issuance under equity compensation plans
  (e)
    
    Performance Graph
  (f)
    
    Use of Proceeds
  (g)
    
    Purchases of equity securities by the issuer and affiliated purchasers
  14




---



##### Table of Contents



Item 6. Selected Financial Data
    Year Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Net lease revenue
    
    $
    1,981,690
    
    
    $
    2,182,043
    
    
    $
    3,968,894
    
    
    $
    5,118,881
    
    
    $
    6,749,688Net income
    
    $
    2,975,701
    
    
    $
    1,053,762
    
    
    $
    1,148,674
    
    
    $
    1,324,243
    
    
    $
    1,667,269Limited partners share of net
income (per unit basis)
    
    $
    0.40
    
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.10
    
    
    $
    0.13Cash distributions per unit of
limited partnership interest
    
    $
    0.57
    
    
    $
    0.87
    
    
    $
    1.11
    
    
    $
    1.40
    
    
    $
    1.84At year-end:Total assets
    
    $
    7,214,518
    
    
    $
    8,404,227
    
    
    $
    13,761,598
    
    
    $
    20,792,932
    
    
    $
    29,800,002Partners capital
    
    $
    7,214,518
    
    
    $
    8,404,227
    
    
    $
    13,761,598
    
    
    $
    20,792,932
    
    
    $
    29,800,002
 15




---



##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Forward-Looking Statements
    Primary Revenue Items
  
    
    Activity-related expenses, include agents costs and depot costs such as repairs,
maintenance and handling;
    
    Inventory-related expenses for off-hire containers, comprised 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 and the frequency and size of
repositioning moves undertaken; and
    
    Legal and other expenses, include legal costs related to the recovery of containers and
doubtful accounts, insurance and provisions for doubtful accounts.
 Partnership Overview
  16




---



##### Table of Contents



th
   Dry Cargo Containers
    
    
    Refrigerated Containers
    
    
    Tank Containers
    
    
    TotalTEU
    
    
    %
    
    
    TEU
    
    
    %
    
    
    TEU
    
    
    %
    
    
    TEU
    
    
    %Total purchases
    
    
    48,306
    
    
    
    100
    %
    
    
    663
    
    
    
    100
    %
    
    
    229
    
    
    
    100
    %
    
    
    49,198
    
    
    
    100
    %Less disposals
    
    
    35,516
    
    
    
    74
    %
    
    
    647
    
    
    
    98
    %
    
    
    58
    
    
    
    25
    %
    
    
    36,221
    
    
    
    74
    %Remaining fleet at December 31, 2010
    
    
    12,790
    
    
    
    26
    %
    
    
    16
    
    
    
    2
    %
    
    
    171
    
    
    
    75
    %
    
    
    12,977
    
    
    
    26
    %
  Market & Industry Overview
    17




---



##### Table of Contents



2010
    
    
    2009
    
    
    2008Fleet size (measured in TEUs)Dry cargo containers
    
    
    14,402
    
    
    
    19,521
    
    
    
    23,989Refrigerated containers
    
    
    27
    
    
    
    54
    
    
    
    212Tank containers
    
    
    178
    
    
    
    192
    
    
    
    195Utilization rates for combined fleetAverage for the period
    
    
    95
    %
    
    
    88
    %
    
    
    96
    %At end of period
    
    
    97
    %
    
    
    89
    %
    
    
    94
    %
 Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009
 Overview
  
    
    The Partnership experienced stronger market conditions for leased containers;
    
    Depreciation expense declined in line with the reduction in fleet size as the
Partnership continued to sell equipment that had reached the end of its useful economic
life for maritime leasing; and
    
    The gain recorded upon the sale of container equipment increased by 37% when compared
to the prior year due to lower net book values at the time of disposal and higher
proceeds per container as a result of the more favorable secondary market conditions in
2010.
 Analysis & Discussion
 Net lease revenue
 
    
    a $909,919, or 26%, reduction in gross lease revenue as a direct result of the
reduction in fleet size. This is particularly attributable to the Partnerships dry
cargo container fleet which declined by 24% year on year;
  
    
    a $500,238, or 53%, decrease in direct operating expenses as a result of the increase
in utilization and corresponding decline in inventories of off-hire equipment, which
resulted in a reduction in both activity-related and inventory-related expenses.
 Depreciation expense
 18




---



##### Table of Contents



Other general and administrative expenses
 Net gain on disposal of equipment
 Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008
 Overview
  
    
    a 21% reduction in the size of the container fleet (measured in TEUs) as equipment
that was redelivered by customers was sold;
    
    a decline in the levels of net lease revenues, resulting from the combined effect of
the reduction in the size of the fleet, lower utilization and lease per-diem levels, and
increased direct operating expenses; and
    
    a decrease in depreciation expense as a result of the declining fleet size.
 Analysis & Discussion
 Net lease revenue
 
    
    a $1,649,670 reduction in gross lease revenue, of which approximately 47% was
attributable to a reduction in the size of the Partnerships fleet and 53% was
attributable to the combined effect of both lower utilization rates and dry cargo
container per-diem rental rates;
    
    a $330,916 increase in direct operating expenses as both activity-related and
inventory-related expenses increased in line with the level of containers off-hired by
the shipping lines.
 Depreciation expense
 Other general and administrative expenses
 Net gain on disposal of equipment
 Liquidity and Capital Resources
   19




---



##### Table of Contents



Cash from Operating Activities
 Cash from Investing Activities
 Cash from Financing Activities
 Off-Balance Sheet Arrangements
  Contractual Obligations
  Critical Accounting Policies
 Container equipment  depreciable lives
 Container equipment  valuation:
 Allowance for doubtful accounts:
 20




---



##### Table of Contents



Accounting Pronouncements Adopted During the Period
 Credit Quality of Financing Receivables and the
Allowance for Credit Losses Receivables Credit Quality of Financing Receivables and the Allowance for Credit Losses
 Inflation
  21




---



##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Exchange rate risk:
   Credit risk:
 
 Item 8. Financial Statements and Supplementary Data
 22




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
  23




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Balance Sheets
 December 31, 2010 and 2009
 2010
    
    
    2009AssetsCurrent assets:Cash
    
    $
    2,800,849
    
    
    $
    2,103,099Net lease receivables due from Leasing Agent
    
    
    544,910
    
    
    
    370,401Sales-type lease receivable, due from Leasing Agent within one year, net
    
    
    
    
    
    
    22,198Direct financing lease receivable, due from Leasing Agent within one
year, net
    
    
    48,249
    
    
    
    44,013Total current assets
    
    
    3,394,008
    
    
    
    2,539,711Direct financing lease receivable, due from Leasing Agent after one year, net
    
    
    163,707
    
    
    
    193,964Container rental equipment, at cost
    
    
    32,577,888
    
    
    
    41,962,519Less accumulated depreciation
    
    
    (28,921,085
    )
    
    
    (36,291,967
    )Net container rental equipment
    
    
    3,656,803
    
    
    
    5,670,552Total assets
    
    $
    7,214,518
    
    
    $
    8,404,227Partners CapitalPartners capital:General partner
    
    $
    21,365
    
    
    $
    13,932Limited partners
    
    
    7,193,153
    
    
    
    8,390,295Total partners capital
    
    $
    7,214,518
    
    
    $
    8,404,227
  24




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Operations
 For the years ended December 31, 2010, 2009 and 2008
 2010
    
    
    2009
    
    
    2008Net lease revenue from Leasing Agent
    
    $
    1,981,690
    
    
    $
    2,182,043
    
    
    $
    3,968,894Other operating income (expenses):Depreciation
    
    
    (828,131
    )
    
    
    (2,425,182
    )
    
    
    (3,796,437
    )Other general and administrative expenses
    
    
    (334,262
    )
    
    
    (274,316
    )
    
    
    (339,261
    )Net gain on disposal of equipment
    
    
    2,156,404
    
    
    
    1,571,217
    
    
    
    1,297,465994,011
    
    
    
    (1,128,281
    )
    
    
    (2,838,233
    )Income from operations
    
    
    2,975,701
    
    
    
    1,053,762
    
    
    
    1,130,661Other income:Interest income
    
    
    
    
    
    
    
    
    
    
    18,013Net income
    
    $
    2,975,701
    
    
    $
    1,053,762
    
    
    $
    1,148,674Allocation of net income:General partner
    
    $
    90,494
    
    
    $
    186,759
    
    
    $
    258,378Limited partners
    
    
    2,885,207
    
    
    
    867,003
    
    
    
    890,296$
    2,975,701
    
    
    $
    1,053,762
    
    
    $
    1,148,674Limited partners per unit share of net income
    
    $
    0.40
    
    
    $
    0.12
    
    
    $
    0.12
  25




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Partners Capital
 For the years ended December 31, 2010, 2009 and 2008
 Limited
    
    
    GeneralPartners
    
    
    Partner
    
    
    TotalBalances at January 1, 2008
    
    $
    20,787,141
    
    
    $
    5,791
    
    
    $
    20,792,932Net income
    
    
    890,296
    
    
    
    258,378
    
    
    
    1,148,674Cash distributions
    
    
    (7,926,320
    )
    
    
    (253,688
    )
    
    
    (8,180,008
    )Balances at December 31, 2008
    
    $
    13,751,117
    
    
    $
    10,481
    
    
    $
    13,761,598Net income
    
    
    867,003
    
    
    
    186,759
    
    
    
    1,053,762Cash distributions
    
    
    (6,227,825
    )
    
    
    (183,308
    )
    
    
    (6,411,133
    )Balances at December 31, 2009
    
    $
    8,390,295
    
    
    $
    13,932
    
    
    $
    8,404,227Net income
    
    
    2,885,207
    
    
    
    90,494
    
    
    
    2,975,701Cash distributions
    
    
    (4,082,349
    )
    
    
    (83,061
    )
    
    
    (4,165,410
    )Balances at December 31, 2010
    
    $
    7,193,153
    
    
    $
    21,365
    
    
    $
    7,214,518
  26




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Cash Flows
 For the years ended December 31, 2010, 2009 and 2008
 2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    2,975,701
    
    
    $
    1,053,762
    
    
    $
    1,148,674Adjustments to reconcile net income to net cash from
operating activities:Depreciation
    
    
    828,131
    
    
    
    2,425,182
    
    
    
    3,796,437Net gain on disposal of equipment
    
    
    (2,156,404
    )
    
    
    (1,571,217
    )
    
    
    (1,297,465
    )Decrease in net lease and other receivables
due from Leasing Agent
    
    
    134,955
    
    
    
    393,653
    
    
    
    468,631Total adjustments
    
    
    (1,193,318
    )
    
    
    1,247,618
    
    
    
    2,967,603Net cash provided by operating activities
    
    
    1,782,383
    
    
    
    2,301,380
    
    
    
    4,116,277Cash flows from investing activities:Proceeds from sale of container rental equipment
    
    
    3,080,777
    
    
    
    3,691,972
    
    
    
    3,503,731Cash flows from financing activities:Distributions to general partner
    
    
    (83,061
    )
    
    
    (183,308
    )
    
    
    (253,688
    )Distributions to limited partners
    
    
    (4,082,349
    )
    
    
    (6,227,825
    )
    
    
    (7,926,320
    )Net cash used in financing activities
    
    
    (4,165,410
    )
    
    
    (6,411,133
    )
    
    
    (8,180,008
    )Net increase (decrease) in cash
    
    
    697,750
    
    
    
    (417,781
    )
    
    
    (560,000
    )Cash at beginning of year
    
    
    2,103,099
    
    
    
    2,520,880
    
    
    
    3,080,880Cash at end of year
    
    $
    2,800,849
    
    
    $
    2,103,099
    
    
    $
    2,520,880
  27




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Notes to Financial Statements
 December 31, 2010, 2009 and 2008
 (1)
    
    Summary of Significant Accounting Policies
 (a)
    
    Nature of OperationsCronos Global Income Fund XV, L.P. (the Partnership) is a limited partnership that was
organized under the laws of the State of California on August 26, 1993, for the purpose of
owning and leasing dry and specialized marine cargo containers to ocean carriers. The
Partnership commenced operations on February 22, 1994, when the minimum subscription
proceeds of $2,000,000 were received from over 100 subscribers (excluding from such count
Pennsylvania residents, Cronos Capital Corp. (CCC), the General Partner, and all
affiliates of CCC). The Partnership offered 7,500,000 units of limited partnership
interest at $20 per unit or $150,000,000. The offering terminated on December 15, 1995,
at which time 7,151,569 limited partnership units had been sold.CCC and its affiliate, Cronos Containers Limited (the Leasing Agent), manage the
business of the Partnership. CCC and the Leasing Agent also manage the container leasing
business for other partnerships affiliated with CCC.In February 2011, the Partnership completed its 17th year of operations and is
in the liquidation phase wherein CCC focuses its attention on the retirement of the
remaining equipment in the Partnerships container fleet. At December 31, 2010,
approximately 26% of the original equipment remained in the Partnerships fleet. CCC will
take several factors into consideration when examining options for the timing of the
disposal of the containers. These factors include the level of gross lease revenue
generated by the diminishing fleet, the level of costs relative to this revenue, projected
disposal proceeds on the disposition of the Partnerships containers, overall market
conditions and any foreseeable changes in other general and administrative expenses.
During the first half of 2011, CCC may distribute a request for proposal (RFP) to
prospective third-party container buyers. A RFP would seek to determine any interest such
parties may have in purchasing the remaining containers owned by the Partnership. CCC
will not make a decision relating to the final liquidation of the Partnership until any
such proposals have been received and fully evaluated. If a decision is made to liquidate
the Partnership, the distribution of cash from operations or sales proceeds may be
suspended while the liquidation of the remaining containers in the fleet is evaluated.
This is to ensure that sufficient cash reserves will be available for expenses relating to
the final liquidation and subsequent dissolution of the Partnership. CCC would make one
or more liquidating distributions to the Limited Partners on or before the termination of
the Partnership, or reinstate the monthly cash distributions should no decision be made to
liquidate the fleet in 2011.The Partnerships operations depend on global economic and political conditions. The
Partnership believes that the profitability and risk profile of leases with foreign
customers are generally the same as those with domestic customers. The majority of the
Partnerships leases generally require all payments to be made in US dollars.(b)
    
    Cronos Ltd.Cronos Ltd. (the Parent Company), a Bermuda exempted company, is the parent of CCC, the
General Partner of the Partnership. On July 28, 2010, Cronos consummated several
transactions with investment funds affiliated with Kelso & Company, L.P. (collectively
Kelso), a private equity firm based in New York. Pursuant to these transactions, Kelso
acquired a majority interest in Cronos through a newly-organized holding company, Cronos
Holding Company Ltd. (Cronos or the Ultimate Holding Company), also a Bermuda exempted
company.In connection with the transactions with Kelso, Dennis J. Tietz retired as a director of
CCC. Messrs. Younger, Vaughan, and Kallas remain as directors of CCC.
 28




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (1)
    
    Summary of Significant Accounting Policies (continued)
 (c)
    
    Leasing AgentThe Partnership and the Leasing Agent have entered into an agreement (the Leasing Agent
Agreement) whereby the Leasing Agent manages the leasing operations for all equipment
owned by the Partnership. In addition to responsibility for leasing and re-leasing the
equipment to ocean carriers, the Leasing Agent disposes of the containers at the end of
their useful economic life 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
Agent to use the containers owned by the Partnership, together with other containers owned
or managed by the Leasing Agent and its affiliates, as part of a single fleet operated
without regard to ownership. The Leasing Agent Agreement generally provides that the
Leasing Agent will make payments to the Partnership based upon rentals collected from
ocean carriers after deducting direct operating expenses and management fees due both to
CCC and the Leasing Agent.The Leasing Agent leases containers to ocean carriers, generally under operating leases
which are either master leases or term leases. 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 charged and recognized 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.Term leases are for a fixed quantity of containers for a fixed period of time, typically
varying from three to seven 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. Rentals under term leases are charged and recognized
based upon the number of containers leased, the applicable per-diem rate and the length of
the lease, irrespective of the number of days which the customer actually uses the
containers.Sales-type leases and direct financing 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.(d)
    
    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
Agent.Net lease receivables due from the Leasing Agent (see notes 1(c) and 4 for discussion
regarding net lease receivables) subject the Partnership to a significant concentration of
credit risk. The net lease receipts, represent rentals collected from ocean carriers
after deducting payments for direct operating expenses and management fees, are remitted
by the Leasing Agent to the Partnership on a weekly basis.(e)
    
    Basis of AccountingThe Partnerships accounting records are maintained in US dollars and the financial
statements are prepared in accordance with accounting principles generally accepted in the
United States of America (US GAAP).
 29




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (1)
    
    Summary of Significant Accounting Policies (continued)
 (f)
    
    Use of EstimatesThe preparation of financial statements in conformity with US GAAP 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. The most significant estimates relate to the carrying value of equipment
including estimates relating to depreciable lives, residual values and asset impairments.
Actual results could differ from those estimates.(g)
    
    Allocation of Net Income or Loss, Partnership Distributions and Partners
CapitalNet 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 net 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 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 contributions 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.(h)
    
    Acquisition FeesPursuant to the Partnership Agreement, acquisition fees paid to CCC were based on 5% of
the equipment purchase price. These fees were capitalized and included in the cost of the
container rental equipment.
 30




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (1)
    
    Summary of Significant Accounting Policies (continued)
 (i)
    
    Container Rental EquipmentContainer rental equipment is depreciated over a 15-year life using the straight-line
basis to a residual value of 10% of the original equipment cost. The Partnership and CCC
evaluate the period of depreciation and residual values to determine whether subsequent
events and circumstances warrant revised estimates of useful lives.In accordance with ASC 360-10-35  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 of projected future cash flows from container
operations is prepared annually or upon material changes in market conditions. The
primary variables utilized by the analysis are current and projected utilization rates,
per-diem rental rates, direct operating expenses, fleet size, container disposal proceeds
and the timing of container disposals. Additionally, the Partnership evaluates future
cash flows and potential impairment for its entire fleet rather than for each container
type or individual container. 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.(j)
    
    Income TaxesThe Partnership is not subject to income taxes, consequently no provision for income taxes
has been made. The Partnership files federal and state annual information tax returns,
prepared on the accrual basis of accounting. Taxable income or loss is reportable by the
partners individually.(k)
    
    Accounting Pronouncements Adopted During the PeriodOn July 21, 2010, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) No. 2010-20, disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses. This ASU amends Accounting Standards
Codification Topic 310, Receivables, and requires expanded disclosures about the credit
quality of an entitys loan, lease and other financing receivables and its related
allowance for credit losses. The purpose of the Credit Quality of Financing Receivables
and the Allowance for Credit Lossesis to provide financial statement users more
information to understand an entitys exposure to credit losses and how the allowance
relates to that exposure. The disclosures will help investors assess credit risk in a
companys receivables portfolios and the adequacy of its allowance for credit losses. The
disclosures are effective as of the end of a reporting period for interim and annual
reporting periods ending on or after December 15, 2010. The Partnership adopted FASB ASU
No. 2010-20 on December 1, 2010, and the adoption did not have impact the Partnerships
financial position, result of operations or cash flows.
 31




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (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. CCC and the Leasing Agent operate the Partnerships container fleet
as a homogeneous unit and have determined that as such, it has a single reportable operating
segment.The Partnership derives revenues from marine dry cargo, refrigerated and tank containers that
are used by its customers in global trade routes. As of December 31, 2010, the Partnership
owned dry cargo and specialized container equipment, comprising:
 Containers
    
    Quantity (Units)Dry Cargo  20 Foot
    
    
    5,632Dry Cargo  40 Foot
    
    
    2,668Dry Cargo  40 Foot High-Cube
    
    
    911Refrigerated  20 Foot
    
    
    12Refrigerated  40 Foot High-Cube
    
    
    2Tanks
    
    
    171
 A summary of gross lease revenue earned by each Partnership container type for the years
ended December 31, 2010, 2009 and 2008 follows:
 2010
    
    
    2009
    
    
    2008Dry cargo containers
    
    $
    2,050,360
    
    
    $
    2,937,457
    
    
    $
    4,350,690Refrigerated containers
    
    
    40,247
    
    
    
    63,784
    
    
    
    224,535Tank containers
    
    
    509,771
    
    
    
    509,056
    
    
    
    584,742Total
    
    $
    2,600,378
    
    
    $
    3,510,297
    
    
    $
    5,159,967
 Due to the Partnerships lack of information regarding the physical location of its container
fleet while on lease in the global shipping trade, the Partnership believes that it does not
possess discernible geographic reporting segments.
 The Partnership does not believe that its ongoing business is dependent upon a single lessee of
the Leasing Agent, although the loss of one or more of the Leasing Agents lessees could have
an adverse effect upon its business. The following lessees of the Leasing Agent each generated
10% or more of gross lease revenue earned on the Partnerships equipment. During 2010,
Mediterranean Shipping Company S.A. (MSC) generated approximately 33%, or $868,744 of gross
lease revenue, and Hapag-Lloyd AG generated approximately 20%, or $508,778 of gross lease
revenue, respectively. During 2009, MSC generated approximately 25%, or $889,063 of gross
lease revenue, and Hapag-Lloyd AG generated approximately 15%, or $543,207 of gross lease
revenue, respectively. During 2008, MSC generated approximately 18%, or $916,982 of gross lease
revenue, and Hapag-Lloyd AG generated approximately 11%, or $583,423 of gross lease revenue,
respectively.
 (3)
    
    Cash
 At December 31, 2010, the Partnership held its cash on deposit in an operating bank account.
The Partnership will review its investment strategy for cash balances on a periodic basis.
Cash at December 31, 2010 and 2009 was $2,800,849 and $2,103,099, respectively.
 32




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (4)
    
    Net Lease Receivables Due from Leasing Agent
 Net lease receivables at December 31, 2010 and 2009 comprised:
 December 31,
    
    
    December 31,2010
    
    
    2009Gross lease receivables
    
    $
    1,076,823
    
    
    $
    985,154Less:Direct operating payables and accrued expenses
    
    
    413,926
    
    
    
    482,040Base management fees payable
    
    
    41,986
    
    
    
    42,263Reimburseable administrative expenses
    
    
    12,464
    
    
    
    17,329Allowance for doubtful accounts
    
    
    63,537
    
    
    
    73,121531,913
    
    
    
    614,753Net lease receivables due from Leasing Agent
    
    $
    544,910
    
    
    $
    370,401
 Included within the amount of gross lease receivables are $242,537 and $296,053 in respect of
amounts owed by the Leasing Agent in relation to disposal related invoices for the years ended
December 31, 2010 and 2009, respectively.
 For the years ended December 31, 2010 and 2009, respectively, $1,309 and $17,491 were recorded
as doubtful debt expense in relation to trade receivables. In addition, $10,893 and $121,140
were written-off for the years ended December 31, 2010 and 2009, respectively.
 (5)
    
    Direct Financing Lease Receivables Due from Leasing Agent
 The Leasing Agent, on behalf of the Partnership, entered into direct financing lease
agreements that included bargain purchase options. The Partnership classified the agreements
as direct financing leases and has recorded direct financing lease receivables. The underlying
equipment had previously been classified as container rental equipment. At December 31, 2010,
the minimum future lease rentals under these direct financing leases, net of unearned income
were:
 Gross Direct
    
    
    Unearned Direct
    
    
    Net Minimum FutureFinancing Lease
    
    
    Financing Lease
    
    
    Direct FinancingReceivable
    
    
    Income
    
    
    Lease Rentals2011
    
    $
    207,666
    
    
    $
    159,417
    
    
    $
    48,2492012
    
    
    183,113
    
    
    
    106,884
    
    
    
    76,2292013
    
    
    106,601
    
    
    
    32,509
    
    
    
    74,0922014
    
    
    17,084
    
    
    
    3,698
    
    
    
    13,386Total
    
    $
    514,464
    
    
    $
    302,508
    
    
    $
    211,956
  December 31,
    
    
    December 31,2010
    
    
    2009Current  30 days
    
    $
    41,940
    
    
    $
    1,10931  60 days
    
    
    1,956
    
    
    
    61  120 days
    
    
    133
    
    
    
    Total
    
    $
    44,029
    
    
    $
    1,109
 33




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (6)
    
    Damage Protection Plan
 The Leasing Agent offers a service to several customers of the Partnership, whereby the
customer pays an additional rental fee and in return the Partnership undertakes to cover the
cost of certain damage repairs which may be required
when the container is redelivered. The level of damage cover provided will vary according to
the terms of each lease agreement.
 (7)
    
    Net Lease Revenue
 Net lease revenue for 2010, 2009 and 2008 comprised:
 2010
    
    
    2009
    
    
    2008Gross lease revenue
    
    $
    2,600,378
    
    
    $
    3,510,297
    
    
    $
    5,159,967Interest income from sales-type lease and
direct financing lease
    
    
    183,778
    
    
    
    70,175
    
    
    
    46,2162,784,156
    
    
    
    3,580,472
    
    
    
    5,206,183Less:Direct operating expenses
    
    
    445,972
    
    
    
    946,210
    
    
    
    615,294Base management fees (note 8)
    
    
    191,144
    
    
    
    243,354
    
    
    
    358,293Reimbursable administrative expenses (note 8):Salaries
    
    
    119,913
    
    
    
    155,136
    
    
    
    194,771Other payroll related expenses
    
    
    15,213
    
    
    
    16,302
    
    
    
    24,512General and administrative expenses
    
    
    30,224
    
    
    
    37,427
    
    
    
    44,419802,466
    
    
    
    1,398,429
    
    
    
    1,237,289Net lease revenue
    
    $
    1,981,690
    
    
    $
    2,182,043
    
    
    $
    3,968,894
 Contingent master lease rentals earned on the Partnerships equipment approximated $1,728,991,
$2,273,268, and $3,748,452 of gross lease revenue, in the years ended December 31, 2010, 2009
and 2008, respectively.
 As of December 31, 2010, the minimum lease rentals receivable on the Partnerships equipment in
future years under non-cancelable term operating leases were:
 2011
    
    $
    310,1032012
    
    
    233,7342013
    
    
    190,7852014
    
    
    118,7292015
    
    
    101,505Thereafter
    
    
    264,334Total
    
    $
    1,219,190
 34




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (8)
    
    Related Party Transactions
 CCC and the Leasing Agent are related parties of the Partnership.
 Base management fees are equal to 7% of the gross lease revenue earned on the Partnerships
equipment. Reimbursable 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 earned by CCC and the Leasing Agent for
the years indicated:
 2010
    
    
    2009
    
    
    2008Base management feesLeasing Agent
    
    $
    191,144
    
    
    $
    243,354
    
    
    $
    358,293Reimbursable administrative expensesCCC
    
    
    24,614
    
    
    
    26,663
    
    
    
    27,390Leasing Agent
    
    
    140,736
    
    
    
    182,202
    
    
    
    236,312165,350
    
    
    
    208,865
    
    
    
    263,702$
    356,494
    
    
    $
    452,219
    
    
    $
    621,995
 The following compensation was payable to CCC and the Leasing Agent at December 31, 2010
and 2009:
 2010
    
    
    2009CCC
    
    $
    2,616
    
    
    $
    2,366Leasing Agent
    
    
    51,834
    
    
    
    57,226$
    54,450
    
    
    $
    59,592
 (9)
    
    Limited Partners Capital
 Cash distributions made to the Limited Partners during 2010, 2009 and 2008 were as follows:
 2010
    
    
    2009
    
    
    2008Cash Distribution from Operations
    
    $
    983,338
    
    
    $
    2,830,829
    
    
    $
    4,082,353Cash Distribution from Sales Proceeds
    
    
    3,099,011
    
    
    
    3,396,996
    
    
    
    3,843,967Total Cash Distributions
    
    $
    4,082,349
    
    
    $
    6,227,825
    
    
    $
    7,926,320
 These distributions are used in determining Adjusted Capital Contributions as defined by the
Partnership Agreement.
 The limited partners per unit share of capital at December 31, 2010, 2009 and 2008 was $1.01,
$1.17, and $1.92, respectively. This is calculated by dividing the limited partners capital
at the end of each year by 7,151,569, the total number of outstanding limited partnership
units.
 35




---



##### Table of Contents



Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
  
 Item 9A(T). Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Report of Management on Internal Control Over Financial Reporting
    
 Item 9B. Other Information
  36




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    OfficePeter J. Younger
    
    President and Chairman of the Board of Directors of
CCC, and Chief Executive Officer of CCC and Cronos
Holding Company Ltd.Frank P. Vaughan
    
    Executive Vice President, Treasurer, Director of CCC
and Chief Financial Officer of CCC and Cronos Holding
Company Ltd.John Kallas
    
    Vice President, Secretary and Director of CCCTimothy D. May
    
    Vice President and Director of CCCMatthew L. Dowling
    
    Vice President and Director of CCC
 Peter J. Younger
  Frank P. Vaughan
 John Kallas
 Timothy D. May
 Matthew L. Dowling
 37




---



##### Table of Contents



Name
    
    TitleFrank P. Vaughan
    
    Director of the Leasing Agent and Executive Vice
President, Chief Financial Officer of Cronos Holding
Company Ltd.John C. Kirby
    
    Director of the Leasing Agent and Executive Vice
President of Cronos Ltd. for the Atlantic RegionTimothy D. May
    
    Director of the Leasing Agent and Vice President of
Cronos Ltd. for the Pacific RegionTimothy W. Courtenay
    
    Director of the Leasing Agent
 Frank P. Vaughan
  John C. Kirby
 Timothy D. May
 Timothy W. Courtenay
 38




---



##### Table of Contents



Audit Committee
  Audit Committee Financial Expert
  Code of Ethics
  ir@cronos.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  39




---



##### Table of Contents



Item 11. Executive Compensation
    Cash Fees andName
    
    Description
    
    Distributions1) CCL
    
    Base management fees  equal to 7% of
gross lease revenue 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
    
    $
    191,4212) CCC 
     CCL
    
    Reimbursable administrative expenses
equal to the costs expended by CCC and
its affiliates for services necessary to
the prudent operation of the Partnership
pursuant to Section 4.4 of the Limited
Partnership Agreement
    
    $
$
    24,364
145,8513) CCC
    
    Interest in Fund  5% of distributions of
distributable cash for any quarter
pursuant to Section 6.1 of the Limited
Partnership Agreement
    
    $
    83,061
 40




---



##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 (a)
    
    Securities Authorized for Issuance Under Equity Compensation Plans
  (b)
    
    Security Ownership of Certain Beneficial Owners
  (c)
    
    Security Ownership of Management
  (d)
    
    Changes in Control
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 (a)
    
    Transactions with Related Persons
  (b)
    
    Review, Approval or Ratification of Transactions with Related Persons
  (c)
    
    Promoters and Certain Control Persons
  (d)
    
    Smaller Reporting Companies
    (e)
    
    Director Independence
  41




---



##### Table of Contents



Item 14. Principal Accountant Fees and Services
  Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  42




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Page(1)
    
    Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    23(2)
    
    The following financial statements of the Partnership are included in Part II, Item 8:Balance Sheets  as of December 31, 2010 and 2009
    
    
    24Statements of Operations  for the years ended December 31, 2010, 2009 and 2008
    
    
    25Statements of Partners Capital  for the years ended December 31, 2010, 2009 and 2008
    
    
    26Statements of Cash Flows  for the years ended December 31, 2010, 2009 and 2008
    
    
    27Notes to Financial Statements
    
    
    28
   ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement of the
Partnership, amended and restated as of
September 12, 1988
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **10
    
    Form of Leasing Agent Agreement with
Cronos Containers Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certifications
    
    Filed with this document
****
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated September
12, 1988, included as part of Registration Statement on Form S-1 (No. 33-23321)**
    
    Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No.
33-23321)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-42697)****
    
    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. 43




---



##### Table of Contents



SIGNATURES
  CRONOS GLOBAL INCOME FUND XV, L.P.By
    Cronos Capital Corp.The General PartnerBy

/s/ Peter J. YoungerPeter J. YoungerPresident and Chief Executive Officer of
Cronos Capital Corp. (CCC)
Principal Executive Officer of CCC   Signature
    
    Title
    
    Date/s/ Peter J. Younger

Peter J. Younger
    
    President and Chairman of the Board of Directors
of
Cronos Capital Corp. (CCC) (Principal
Executive Officer of CCC)
    
    March 16, 2011/s/ Frank P. Vaughan

Frank P. Vaughan
    
    Executive Vice President, Treasurer, Chief Financial
Officer and Director of CCC
(Principal Financial and Accounting Officer
of CCC)
    
    March 16, 2011/s/ John Kallas

John Kallas
    
    Vice President, Secretary and Director of CCC
    
    March 16, 2011/s/ Timothy D. May

Timothy D. May
    
    Vice President and Director of CCC
    
    March 16, 2011/s/ Matthew L. Dowling

Matthew L. Dowling
    
    Vice President and Director of CCC
    
    March 16, 2011




---



##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement of the
Partnership, amended and restated as of
September 12, 1988
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **10
    
    Form of Leasing Agent Agreement with
Cronos Containers Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certifications
    
    Filed with this document
****
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated September
12, 1988, included as part of Registration Statement on Form S-1 (No. 33-23321)**
    
    Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No.
33-23321)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-42697)****
    
    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.