##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2002

OR

[  ] 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.

(Exact name of registrant as specified in its charter)


|                                                                          |  |                                                
|------------------------------------------------------------------------- |  | -----------------------------------------------
|California
(State or other jurisdiction of
incorporation or organization) |  | 94-3186624
(I.R.S. Employer Identification No.)

|                                                              |            | 
|------------------------------------------------------------- | ---------- | 
|One Front Street, 15th Floor, San Francisco, California 94111
|(Address of principal executive offices)                      | (Zip Code)

Registrants telephone number, including area code (415) 677-8990

Securities registered pursuant to Section 12(b) of the Act:

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on
which registered
|                    |  |                                          
|Not Applicable      |  |                                          
|                    |  |                                          

Securities registered pursuant to Section 12(g) of the Act:


UNITS OF LIMITED PARTNERSHIP INTERESTS

---

(Title of Class)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] . [No].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of Registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant is not applicable.

Documents incorporated by Reference

|                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------
|Prospectus of Cronos Global Income Fund XV, L.P., dated December 17, 1993
included as part of Registration Statement on Form S-1 (No. 33-69356)



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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Report on Form 10-K for the Fiscal Year
Ended December 31, 2002

TABLE OF CONTENTS

|                                                                                               |  |          |    |      |  | 
|---------------------------------------------------------------------------------------------- |  | -------- | -- | ---- |  | 
|                                                                                               |  |          |    | PAGE
|                                                                                               |  | PART I   |    |      |  | 
|Item 1  Description of Business                                                               |  |          | 3  |     
|Item 2  Properties                                                                            |  |          | 11 |     
|Item 3  Legal Proceedings                                                                     |  |          | 11 |     
|Item 4  Submission of Matters to a Vote of Security Holders                                   |  |          | 11 |     
|                                                                                               |  | PART II  |    |      |  | 
|Item 5  Market for the Registrant                                                             |  |          | 12 |     
|Item 6  Selected Financial Data                                                               |  |          | 13 |     
|Item 7  Managements Discussion and Analysis of Financial Condition and
Results of Operations |  |          | 13 |     
|Item 7A Quantitative and Qualitative Disclosures About Market Risk                            |  |          | 17 |     
|Item 8  Financial Statements and Supplementary Data                                           |  |          | 17 |     
|Item 9  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure  |  |          | 29 |     
|                                                                                               |  | PART III |    |      |  | 
|Item 10  Directors and Executive Officers of the Registrant                                   |  |          | 30 |     
|Item 11  Executive Compensation                                                               |  |          | 32 |     
|Item 12  Security Ownership of Certain Beneficial Owners and Management                       |  |          | 33 |     
|Item 13  Certain Relationships and Related Transactions                                       |  |          | 33 |     
|Item 14  Controls and Procedures                                                              |  |          | 33 |     
|                                                                                               |  | PART IV  |    |      |  | 
|Item 15  Exhibits, Financial Statement Schedules, and Reports on Form 8-K                     |  |          | 34 |     

2



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##### 



PART I - FINANCIAL INFORMATION

Item 1.     Business



| | (a) |  | General Development of Business
| | --- |  | -------------------------------

The Registrant is a limited partnership organized under the laws of the
State of California on August 26, 1993, for the purpose of owning and leasing
marine cargo containers, special purpose containers and container-related
equipment. The Registrant was initially capitalized with $100 and commenced
offering its limited partnership interests to the public subsequent to December
17, 1993, pursuant to its Registration Statement on Form S-1 (File No.
33-69356). On October 12, 1994, the Registrant filed a Post-Effective
Amendment to its Registration Statement on Form S-1. The offering terminated
on December 15, 1995.

The Registrant raised $143,031,380 in subscription proceeds. The
following table sets forth the use of said subscription proceeds:

|                                     |                                    |   |             |            |                |  |               |      |  
|------------------------------------ | ---------------------------------- | - | ----------- | ---------- | -------------- |  | ------------- | ---- | -
|                                     |                                    |   |             |            |                |  | Percentage of
|                                     |                                    |   | Amount      |            | Gross Proceeds
|                                     |                                    |   |             |            |               
|Gross 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          | %   
|                                     |                                    |   |             |            |                |  |               |     

The general partner of the Registrant is Cronos Capital Corp. (CCC), a
wholly-owned subsidiary of Cronos Holdings/Investments (U.S.), Inc., a Delaware
corporation. These and other affiliated companies are ultimately wholly-owned
by The Cronos Group, a holding company registered in Luxembourg (the Parent
Company) and are collectively referred to as the Group. The activities of
the container division of the Group are managed through the Groups subsidiary
in the United Kingdom, Cronos Containers Limited (the Leasing Company). The
Leasing Company manages the leasing operations of all equipment owned by the
Group on its own behalf or managed on behalf of other third-party container
owners, including all programs organized by CCC.

On December 1, 1993, the Leasing Company entered into a Leasing Agent
Agreement with the Registrant assuming the responsibility for all container
leasing activities.

For a discussion of recent developments in the Registrants business, see
Item 7, Managements Discussion and Analysis of Financial Condition and Result
of Operations.

For information concerning the containers acquired by the Registrant, see
Item 2, Properties.

3



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##### 





| | (b) |  | Financial Information About Segments
| | --- |  | ------------------------------------

An 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. The Leasing Companys management operates the Registrants
container fleet as a homogenous unit and has determined that as such it has a
single reportable operating segment.

The Registrant derives revenues from dry cargo containers, refrigerated
containers and tank containers. As of December 31, 2002, the Registrant
operated 24,501 twenty-foot, 8,465 forty-foot and 2,097 forty-foot high-cube
marine dry cargo containers, as well as 460 twenty-foot and 99 forty-foot
high-cube refrigerated cargo containers, and 225 twenty-four thousand-liter
tanks. A summary of gross lease revenue earned by the Leasing Company, on
behalf of the Registrant, by product, for the years ended December 31, 2002,
2001 and 2000 follows:

|                        |  |      |            |      |  |      |            |  |  |   |            | 
|----------------------- |  | ---- | ---------- | ---- |  | ---- | ---------- |  |  | - | ---------- | 
|                        |  | 2002 |            | 2001 |  | 2000
|                        |  |      |            |      |  |     
|Dry cargo containers    |  | $    | 10,521,020 |      |  | $    | 11,271,255 |  |  | $ | 13,591,916 | 
|Refrigerated containers |  |      | 1,343,686  |      |  |      | 1,582,517  |  |  |   | 1,870,593  | 
|Tank containers         |  |      | 599,789    |      |  |      | 665,520    |  |  |   | 723,562    | 
|                        |  |      |            |      |  |      |            |  |  |   |            | 
|Total                   |  | $    | 12,464,495 |      |  | $    | 13,519,292 |  |  | $ | 16,186,071 | 
|                        |  |      |            |      |  |      |            |  |  |   |            | 

Due to the Registrants lack of information regarding the physical
location of its fleet of containers when on lease in the global shipping trade,
it is impracticable to provide the geographic area information. Any attempt to
separate foreign operations from domestic operations would be dependent on
definitions and assumptions that are so subjective as to render the information
meaningless and potentially misleading.

No single sub-lessee of the Leasing Company contributed more than 10% of
the Leasing Companys rental revenue earned on behalf of the Registrant during
2002, 2001 and 2000.



| | (c) |  | Narrative Description of Business
| | --- |  | ---------------------------------

(c)(1)(i) A marine cargo container is a reusable metal container designed
for the efficient carriage of cargo with a minimum of exposure to loss from
damage or theft. Containers are manufactured to conform to worldwide standards
of container dimensions and container ship fittings adopted by the
International Standards Organization (ISO) in 1968. The standard container
is either 20' long × 8' wide × 8'6'' high (one twenty-foot equivalent unit
(TEU), the standard unit of physical measurement in the container industry)
or 40' long × 8' wide × 8'6'' high (two TEU). Standardization of the
construction, maintenance and handling of containers allows containers to be
picked up, dropped off, stored and repaired efficiently throughout the world.
This standardization is the foundation on which the container industry has
developed.

Standard dry cargo containers are rectangular boxes with no moving parts,
other than doors, and are typically made of steel. They are constructed to
carry a wide variety of cargoes ranging from heavy industrial raw materials to
light-weight finished goods. Specialized containers such as refrigerated and
tank containers are utilized for the transport of temperature-sensitive goods
and for the carriage of liquid cargo. Cellular palletwide containers (CPCs)
provide shipping lines with a container with extra width for the carriage of
unitized or palletized cargoes. Dry cargo containers currently constitute
approximately 88% (in TEU) of the worldwide container fleet. Refrigerated and
tank containers currently constitute approximately 5% (in TEU) of the worldwide
container fleet, with open-tops and other specialized containers constituting
the remaining 7%.

One of the primary benefits of containerization has been the ability of
the shipping industry to effectively lower freight rates due to the
efficiencies created by standardized intermodal containers. Containers can be
handled much more efficiently than loose cargo and are typically shipped via
several modes of transportation, including truck, rail and ship. Containers
require loading and unloading only once and remain sealed until arrival at the
final destination, significantly reducing transport time, labor and handling
costs and losses due to damage and theft. Efficient movement of containerized
cargo between ship and shore reduces the amount of time that a ship must spend
in port and reduces the transit time of freight moves.

4



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##### 



The logistical advantages and reduced freight rates brought about by
containerization have been major catalysts for world trade growth since the
late 1960s, resulting in an increased demand for containers. The worlds
container fleet has grown from an estimated 270,000 TEU in 1969 to
approximately 16 million TEU by the end of 2002.

The container leasing business is cyclical, and depends largely upon the
rate of growth in the volume of world trade. The container leasing industry
has experienced cyclical downturns during the last sixteen years.

Benefits of Leasing

Leasing companies own approximately 44% of the worlds container fleet
with the balance owned predominantly by shipping lines. Shipping lines, which
traditionally operate on tight profit margins, often supplement their owned
fleet of containers by leasing a portion of their equipment from container
leasing companies and, in doing so, achieve the following financial and
operational benefits:



| |  |  | 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 routes and market shares at
a relatively inexpensive 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 storage
costs.                         

Types of Leases

On behalf of the Registrant, the Leasing Company leases the Registrants
containers primarily to shipping lines operating in major trade routes (see
Item 1(d)). Most if not all of the Registrants marine dry cargo containers
are leased pursuant to operating leases, whereby the containers are leased to
the ocean carrier on a daily basis for any desired length of time, with the
flexibility of picking up and dropping off containers at various agreed upon
locations around the world. Some of the Registrants containers may be leased
pursuant to term leases, which may have durations of one to five years.
Specialized containers are generally leased on longer-term leases because the
higher cost, value and complexity of this equipment makes it more expensive to
redeliver and lease out.



| |  |  | Master lease.Master leases are short-term leases under which a customer
reserves the right to 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 customers to pick up and
drop off containers where and when needed, subject to restrictions and
availability, on pre-agreed terms. The commercial terms of master leases
are usually negotiated annually. Master leases also define the number of
containers that may be returned within each calendar month, the 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 fees (including pick-up, drop-off, handling and
off-hire fees) than term leases. Master lease agreements have a duration
of less than one year and include one-way, repositioning and round-trip
leases. Ocean carriers generally use one-way 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.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Term lease.Term leases are for a fixed period of time and include both
long and short-term commitments, with most extending from three to five
years. Term lease agreements may contain early termination penalties that
apply in the event of early redelivery. In most cases, however, equipment
is not returned prior to the expiration of the lease. Term leases provide
greater revenue stability to the lessor, but at lower lease rates than
master leases. Ocean carriers use long-term leases when they have a need
for identified containers for a specified term. They differ from master
leases in that they define the number of containers to be leased and the
lease term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

The percentage of equipment on term leases as compared to master leases
varies widely among leasing companies, depending upon each companys strategy
or margins, operating costs and cash flows.

Lease rates depend on several factors including the type of lease, length
of term, maintenance provided, type and age of the equipment, location and
availability, and market conditions.

5



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The terms and conditions of the Leasing Companys leases provide that
customers are responsible for paying all taxes and service charges arising from
container use, maintaining the containers in good and safe operating condition
while on lease and paying for repairs, excluding ordinary wear and tear, upon
redelivery. Some leases provide for a damage protection plan whereby
lessees, for an additional payment (which may be in the form of a higher
per-diem rate), are relieved of the responsibility of paying some of the repair
costs upon redelivery of the containers. The Leasing Company provides this
service to selected customers. Repairs provided under such plans are carried
out by the same depots, under the same procedures, as are repairs to containers
not covered by such plans. Customers also are required to insure leased
containers against physical damage and loss, and against third party liability
for loss, damage, bodily injury or death.

Customers

The Registrant is not dependent upon any particular customer or group of
customers of the Leasing Company. None of those customers account for more
than 10% of the Leasing Companys rental revenue earned on behalf of the
Registrant. Substantially all of the customers of the Leasing Company are
billed and pay in United States dollars.

The Leasing Company sets maximum credit limits for the Registrants
customers, limiting the number of containers leased to each according to
established credit criteria. The Leasing Company continually tracks its credit
exposure to each customer. The Leasing Companys credit committee meets
quarterly to analyze the performance of the Registrants customers and to
recommend actions to be taken in order to minimize credit risks. The Leasing
Company uses specialist third party credit information services and reports
prepared by local staff to assess credit applications.

The Registrant may be subject to unexpected loss in rental revenue from
lessees of its containers that default under their container lease agreements
with the Leasing Company. The Registrant and Leasing Company maintain
insurance against loss or damage to the containers, loss of lease revenue in
certain cases and costs of container recovery and repair in the event that a
customer declares bankruptcy.

Fleet Profile

The Registrant acquired high-quality dry cargo containers manufactured to
specifications that exceed ISO standards and are designed to minimize repair
and operating costs.

Dry cargo containers are the most commonly used type of container in the
shipping industry. The Registrants dry cargo container fleet is constructed
of all Corten® steel (i.e., Corten® roofs, walls, doors and undercarriage), which
is a high-tensile steel yielding greater damage and corrosion resistance than
mild steel.

Refrigerated containers are used to transport temperature-sensitive
products, such as meat, fruit, vegetables and photographic film. All of the
Registrants refrigerated containers have high-grade stainless steel interiors.
The majority of the Registrants 20-foot refrigerated containers have
high-grade stainless steel walls, while most of the Registrants 40-foot
refrigerated containers are steel framed with aluminum outer walls to reduce
weight. As with the dry cargo containers, all refrigerated containers are
designed to minimize repair and maintenance and maximize damage resistance.

Tank containers are constructed in compliance with International Maritime
Organization (IMO) standards and recommendations. The tanks purchased by the
Registrant have all been IMO-1 type tanks constructed to comply with IMO
recommendations which require specific pressure ratings and shell thicknesses.
These tanks are designed to carry highly flammable materials, corrosives,
toxics and oxidizing substances, but are also capable of carrying non-hazardous
materials and foodstuffs. They have a capacity of 21,000-24,000 liters and are
generally insulated and equipped with steam or electrical heating.

The Registrant purchased its dry cargo containers from manufacturers in
China, South Korea, Taiwan, Indonesia, India, Turkey, Italy, Hong Kong and the
United Kingdom. The Registrants refrigerated containers were purchased mainly
from Korean manufacturers. The majority of its refrigeration units were
purchased from Carrier Transicold, the primary container refrigeration unit
supplier in the United States. The Registrants tank containers were purchased
mainly from United Kingdom manufacturers.

6



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##### 



As of December 31, 2002, the Registrant owned 24,501 twenty-foot, 8,465
forty-foot and 2,097 forty-foot high-cube marine dry cargo containers, as well
as 460 twenty-foot and 99 forty-foot high-cube refrigerated cargo containers,
and 225 twenty-four thousand-liter tanks. The following table sets forth the
number of containers on lease, by container type and lease type as of December
31, 2002:

|                                                 |               |                |  |                     |        | 
|------------------------------------------------ | ------------- | -------------- |  | ------------------- | ------ | 
|                                                 |               |                |  | Number of          
|                                                 |               |                |  | Containers on Lease
|                                                 |               |                |  |                    
|20-Foot Dry Cargo Containers:                    |               |                |  |                    
|                                                 | Term Leases   |                |  | 8,566               |       
|                                                 | Master Leases |                |  | 12,130              |       
|                                                 |               |                |  |                    
|                                                 |               | Total on lease |  |                     | 20,696 | 
|                                                 |               |                |  |                    
|40-Foot Dry Cargo Containers:                    |               |                |  |                    
|                                                 | Term Leases   |                |  | 3,103               |       
|                                                 | Master Leases |                |  | 3,285               |       
|                                                 |               |                |  |                    
|                                                 |               | Total on lease |  |                     | 6,388  | 
|                                                 |               |                |  |                    
|40-Foot High-Cube Dry Cargo Containers:          |               |                |  |                    
|                                                 | Term Leases   |                |  | 694                 |       
|                                                 | Master Leases |                |  | 1,040               |       
|                                                 |               |                |  |                    
|                                                 |               | Total on lease |  |                     | 1,734  | 
|                                                 |               |                |  |                    
|20-Foot Refrigerated Cargo Containers:           |               |                |  |                    
|                                                 | Term Leases   |                |  | 176                 |       
|                                                 | Master Leases |                |  | 252                 |       
|                                                 |               |                |  |                    
|                                                 |               | Total on lease |  |                     | 428    | 
|                                                 |               |                |  |                    
|40-Foot High-Cube Refrigerated Cargo Containers: |               |                |  |                    
|                                                 | Term Leases   |                |  | 97                  |       
|                                                 | Master Leases |                |  | 2                   |       
|                                                 |               |                |  |                    
|                                                 |               | Total on lease |  |                     | 99     | 
|                                                 |               |                |  |                    
|24,000-Liter Tank Containers:                    |               |                |  |                    
|                                                 | Term Leases   |                |  | 108                 |       
|                                                 | Master Leases |                |  | 76                  |       
|                                                 |               |                |  |                    
|                                                 |               | Total on lease |  |                     | 184    | 
|                                                 |               |                |  |                    

The Leasing Company makes payments to the Registrant based upon rentals
collected from customers after deducting certain operating expenses associated
with the containers, such as the base management fee payable to the Leasing
Company, certain expense reimbursements payable to CCC and the Leasing Company,
the costs of maintenance and repairs not performed by lessees, independent
agent fees and expenses, depot expenses for handling, inspection and storage,
and additional insurance.

7



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##### 



Repair and Maintenance

All containers are inspected and repaired when redelivered by customers,
who are obligated to pay for all damage repair, excluding wear and tear,
according to standardized industry guidelines. Some customers are relieved of
the responsibility of paying some repair costs upon redelivery of containers,
as described under Description of Business  Lease Profile. Depots in major
port areas perform repair and maintenance that is verified by either
independent surveyors or the Leasing Companys technical and operations staff.

Before any repair or refurbishment is authorized on older containers in
the Registrants fleet, the Leasing Companys technical and operations staff
reviews the age, condition and type of container, and its suitability for
continued leasing. The Leasing Company compares the cost of such repair or
refurbishment with the prevailing market resale price that might be obtained
for that container and makes the appropriate decision whether to repair or sell
the container. The Leasing Company is authorized to make this decision on
behalf of the Registrant and makes this decision by applying the same standards
to the Registrants containers as to its own containers.

Disposition of Used Containers

The Leasing Company estimates that the period for which a container may be
used as a leased marine cargo container ranges from 12 to 15 years. Tank
containers may generally be used for 12 to 18 years. On behalf of the
Registrant, the Leasing Company disposes of used containers in a worldwide
market in which buyers include wholesalers, mini-storage operations,
construction companies and others. Although a used refrigerated container will
command a higher price than a used dry cargo container, a dry cargo container
will achieve a higher percentage of its original price. The market for used
containers generally depends on new container prices, the quantity of
containers targeted for disposal and the overall lease market for containers at
a particular location. As the Registrants fleet ages, a larger proportion of
its revenue and cash flow may be derived from selling its containers.

Operations

The Registrants container sales and marketing operations are conducted
through the Leasing Company in the United Kingdom, with support provided by
area offices and dedicated agents located in San Francisco; New Jersey;
Antwerp; Genoa; Gothenburg; Hamburg; Singapore; Hong Kong; Sydney; Tokyo;
Taipei; Seoul; Rio de Janeiro; Shanghai and Madras.

The Leasing Company also maintains agency relationships with approximately
20 independent agents around the world, who are generally paid a commission
based upon the amount of revenues generated in the region or the number of
containers that are leased from their area. The agents are located in
jurisdictions where the volume of the Leasing Companys business necessitates a
presence in the area but is not sufficient to justify a fully-functioning
Leasing Company office or dedicated agent. Agents provide marketing support to
the area offices covering the region, together with limited operational
support.

In addition, the Leasing Company relies on the services of approximately
300 independently-owned and operated depots around the world to inspect,
repair, maintain and store containers while off-hire. The Leasing Companys
area offices authorize all container movements into and out of the depot and
supervise all repairs and maintenance performed by the depot. The Leasing
Companys technical staff sets the standards for repair of its owned and
managed fleet throughout the world and monitors the quality of depot repair
work. The depots provide a vital link to the Leasing Companys operations, as
the redelivery of a container into a depot is the point at which the container
is off-hired from one customer and repaired in preparation for re-leasing to
the next customer.

The Leasing Companys global network is integrated with its computer
system and provides 24-hour communication between offices, agents and depots.
The system allows the Leasing Company to manage and control the Registrants
fleet on a global basis, providing it with the responsiveness and flexibility
necessary to service the master lease market effectively. This system is an
integral part of the Leasing Companys service, as it processes information
received from the various offices, generates billings to the Leasing Companys
lessees and produces a wide range of reports on all aspects of the Leasing
Companys leasing activities. The system records the life history of each
container, including the length of time on and off lease and repair costs, as
well as port activity trends, leasing activity and equipment data per customer.
The operations and marketing data is fully interfaced with the finance and
accounting system to provide revenue, cost and asset information to management
and staff around the world.

8



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Insurance

The Leasing Companys lease agreements typically require lessees to obtain
insurance to cover all risks of physical damage and loss of the equipment under
lease, as well as public liability and property damage insurance. However, the
precise nature and amount of the insurance carried by each ocean carrier varies
from lessee to lessee. In addition, the Registrant has purchased secondary
insurance effective in the event that a lessee fails to have adequate primary
coverage. This insurance covers liability arising out of bodily injury and/or
property damage as a result of the ownership and operation of the containers,
as well as insurance against loss or damage to the containers, loss of lease
revenue in certain cases and cost of container recovery and repair in the event
that a customer goes into bankruptcy. The Registrant believes that the nature
and the amounts of its insurance are customary in the container leasing
industry and subject to standard industry deductions and exclusions.

(c)(1)(ii) Inapplicable.

(c)(1)(iii) Inapplicable.

(c)(1)(iv) Inapplicable.

(c)(1)(v) The Registrants containers are leased globally; therefore,
seasonal fluctuations are minimal. Other economic and business factors to
which the transportation industry in general and the container leasing industry
in particular are subject, include fluctuations in general business conditions
and fluctuations in supply and demand for equipment 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.

(c)(1)(vi) The Registrant established an initial working capital reserve
of approximately 1% of subscription proceeds raised. In addition, the
Registrant may reserve additional amounts from anticipated cash distributions
to the partners to meet working capital requirements.

Amounts due under master leases are calculated at the end of each month
and billed approximately six to eight days thereafter. Amounts due under
short-term and long-term leases are set forth in the respective lease
agreements and are generally payable monthly. However, payment is normally
received within 45-100 days of billing. Past due penalties are not customarily
collected from lessees and, accordingly, are not generally levied by the
Leasing Company against lessees of the Registrants containers.

(c)(1)(vii) For the year ended December 31, 2002, no single sub-lessee of
the Leasing Company accounted for more than 10% of the Leasing Companys rental
income earned on behalf of the Registrant. The Registrant does not believe
that its ongoing business is dependent upon a single customer, although the
loss of one or more of its largest customers could have an adverse effect upon
its business.

(c)(1)(viii) Inapplicable.

(c)(1)(ix) Inapplicable.

(c)(1)(x) Competition among container leasing companies is based upon
several factors, including the location and availability of inventory, lease
rates, the type, quality and condition of the containers, the quality and
flexibility of the service offered and the professional relationship between
the customer and the lessor. Other factors include the speed with which a
leasing company can prepare its containers for lease and the ease with which a
lessee believes it can do business with a lessor or its local area office. Not
all container leasing companies compete in the same market, as some supply only
dry cargo containers and not specialized containers. In addition to dry cargo
containers, refrigerated containers and tanks, the Leasing Company supplies a
wide range of dry freight special containers.

The Leasing Company, on behalf of the Registrant, competes with various
container leasing companies in the markets in which it conducts business.
Mergers and acquisitions have been a feature of the container leasing industry
for over a decade and the leasing market is essentially comprised of three
distinct groups: the very large (in TEU terms) companies, GE SeaCo, Textainer
Group, Transamerica Leasing, Triton Container International Ltd. and Interpool
Inc., who between them, with fleets of around 1 million TEU each in mid-2002,
control approximately two thirds of the total leased fleet; a middle tier of
companies possessing fleets in the 200,000 to 500,000 TEU range; and the
smaller more specialized fleet operators. In recent years, several major
leasing companies, as well as numerous smaller ones, have been acquired by
competitors. The Leasing Company believes that the current trend toward
consolidation in the container leasing industry
9

will continue, up to a point. There appears to be an upper limit to the
size of the optimum fleet, beyond which dis-economies of scale and/or barriers
against further market share development become apparent. Furthermore, ocean
carriers have a tendency to support a number of lessors simultaneously in order
to maximize competition and increase the number of available locations for
redelivery of containers. Economies of scale, worldwide operations, diversity,
size of fleet and financial strength are increasingly important to the
successful operation of a container leasing business. Additionally, as
containerization continues to grow, and as regions such as China, South America
and the Indian sub-continent generate an increasing volume of containerized
cargo, customers may demand more flexibility from leasing companies regarding
per-diem rates, pick-up and drop-off locations, and the availability of
containers.

In recent years, the Leasing Company and other lessors have developed
certain internet-based applications. For the Leasing Company, these
applications allow customers access to make on-line product inquiries. The
Leasing Company is continuing to develop this side of its business and will
introduce other internet options as soon as suitable applications are
identified.

Some of the Leasing Companys competitors have greater financial resources
than the Leasing Company and may be more capable of offering lower per diem
rates on a larger fleet. In the Leasing Companys experience, however, ocean
carriers will generally lease containers from more than one leasing company in
order to minimize dependence on a single supplier. Furthermore, by having as
many suppliers as possible, the carrier is able to maximize the number of
off-hires and off-hire locations available, as typically each supplier may
limit the number of containers that can be off-hired by location. The
advantage to the carrier is that this prevents the carrier from being burdened
with an excess number of off-hired containers, which incur both storage and per
diem charges, in a low demand market.

(c)(1)(xi) Inapplicable.

(c)(1)(xii) Environmental Matters

Countries that are signatories to the Montreal Protocol on the environment
agreed in November 1992 to restrict the use of environmentally destructive
refrigerants, banning production (but not use) of refrigerant gases that are
chlorofluorocarbon compounds (CFCs) beginning in January 1996. CFCs are used
in the operation, insulation and manufacture of refrigerated containers. The
environmental impact of CFCs has become increasingly prominent. On January 1,
2001, it became illegal for environmentally-destructive refrigerants to be
handled, other than for disposal, in most member countries of the European
Union. A portion of the Registrants equipment portfolio consists of special
purpose containers, primarily refrigerated containers. All of the Registrants
refrigerated containers use non-CFC refrigerant gas in the operation and
insulation of the containers.

The Leasing Company has determined that a retrofit of any containers owned
by the Registrant is not necessary. In the unlikely event that retrofitting
expenses should be required, the Registrant believes they would not be material
to its results of operations.

(c)(1)(xiii) The Registrant, as a limited partnership, is managed by CCC,
the general partner, and accordingly does not itself have any employees. At
February 28, 2003, CCC had 11 employees, consisting of 3 officers, 5 other
managers and 3 clerical and staff personnel.

(d)  Financial Information About Geographic Areas

The Registrants business is not divided between foreign or domestic
operations. The Registrants business is the leasing of containers worldwide
to ocean carriers. To this extent, the Registrants operations are subject to
the fluctuations of world economic and political conditions. Such factors may
affect the pattern and levels of world trade.

The Registrant believes that the profitability of, and risks associated
with, leases to foreign customers is generally the same as those of leases to
domestic customers. The Leasing Companys leases generally require all
payments to be made in United States currency.

10



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##### 



Item 2. Properties

As of December 31, 2002, the Registrant owned 24,501 twenty-foot, 8,465
forty-foot and 2,097 forty-foot high-cube marine dry cargo containers, as well
as 460 twenty-foot and 99 forty-foot high-cube refrigerated cargo containers,
and 225 twenty-four thousand-liter tanks, suitable for transporting cargo by
rail, sea or highway. The average age, manufacturers invoice cost and
estimated useful life of the Registrants containers as of December 31, 2002
was as follows:

|                                                |  |             |  |             |         |              |  |   |        |  |  | 
|----------------------------------------------- |  | ----------- |  | ----------- | ------- | ------------ |  | - | ------ |  |  | 
|                                                |  | Estimated   |  |             |         |              |  |   |        | 
|                                                |  | Useful Life |  | Average Age |         | Average Cost
|                                                |  |             |  |             |         |             
|20-Foot Dry Cargo Containers                    |  | 12-15 years |  |             | 8 years |              |  | $ | 2,471  | 
|40-Foot Dry Cargo Containers                    |  | 12-15 years |  |             | 8 years |              |  | $ | 3,971  | 
|40-Foot High-Cube Dry Cargo Containers          |  | 12-15 years |  |             | 7 years |              |  | $ | 4,033  | 
|20-Foot Refrigerated Cargo Containers           |  | 12-15 years |  |             | 8 years |              |  | $ | 21,201 | 
|40-Foot High-Cube Refrigerated Cargo
Containers |  | 12-15 years |  |             | 9 years |              |  | $ | 24,245 | 
|24,000-Liter Tanks                              |  | 12-18 years |  |             | 8 years |              |  | $ | 25,360 | 

Utilization by lessees of the Registrants containers fluctuates over time
depending on the supply of and demand for containers in the Registrants
inventory locations. During 2002, utilization of the dry cargo and
refrigerated container fleet averaged 75% and 92% respectively. Utilization of
the tank container fleet averaged 79%.

During 2002, the Registrant disposed of 1,044 twenty-foot, 107 forty-foot
and 27 forty-foot high-cube marine dry cargo containers at an average net loss
of $495 per container.

Item 3. Legal Proceedings

Inapplicable.

Item 4. Submission of Matters to a Vote of Security Holders

Inapplicable.

11



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##### 



PART II

Item 5.      Market for Registrants Common Equity and Related Stockholder Matters

(a)       Market Information

|                                                                                                                                                                                     |  |                                        |  |                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------- |  | -----------------------
|(a)(1)(i)    The Registrants outstanding units of limited partnership
interests are not traded on any market nor does an established public trading
market exist for such purposes.
|                                                                                                                                                                                     |  |                                        |  |                        
|(a)(1)(ii)                                                                                                                                                                           |  | Inapplicable.                          |  |                        
|                                                                                                                                                                                     |  |                                        |  |                        
|(a)(1)(iii)                                                                                                                                                                          |  | Inapplicable.                          |  |                        
|                                                                                                                                                                                     |  |                                        |  |                        
|(a)(1)(iv)                                                                                                                                                                           |  | Inapplicable.                          |  |                        
|                                                                                                                                                                                     |  |                                        |  |                        
|(a)(1)(v)                                                                                                                                                                            |  | Inapplicable.                          |  |                        
|                                                                                                                                                                                     |  |                                        |  |                        
|(a)(2)                                                                                                                                                                               |  | Inapplicable.                          |  |                        
|                                                                                                                                                                                     |  |                                        |  |                        
|(b)                                                                                                                                                                                  |  | Holders                                |  |                        
|                                                                                                                                                                                     |  |                                        |  |                        
|                                                                                                                                                                                     |  |                                        |  | Number of Unit Holders 
|(b)(1)                                                                                                                                                                               |  | Title of Class                         |  | as of December 31, 2002
|                                                                                                                                                                                     |  |                                        |  |                        
|                                                                                                                                                                                     |  | Units of limited partnership
interests |  | 8,085                  

(c)      Dividends

Inapplicable. For the distributions made by the Registrant to its limited partners, see Item 6, Selected Financial Data.

12



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##### 



Item 6. Selected Financial Data

|                                                            |  |                         |            |      |  |      |            |      |  |      |            |  |  |   |            |  |  |   |            
|----------------------------------------------------------- |  | ----------------------- | ---------- | ---- |  | ---- | ---------- | ---- |  | ---- | ---------- |  |  | - | ---------- |  |  | - | -----------
|                                                            |  | Year Ended December 31,
|                                                            |  |                        
|                                                            |  | 2002                    |            | 2001 |  | 2000 |            | 1999 |  | 1998
|                                                            |  |                         |            |      |  |      |            |      |  |     
|Net lease revenue                                           |  | $                       | 7,046,605  |      |  | $    | 7,581,717  |      |  | $    | 10,272,079 |  |  | $ | 9,652,424  |  |  | $ | 12,551,660 
|Net (loss) income                                           |  | $                       | (1,181,748 | )    |  | $    | (48,308    | )    |  | $    | 3,167,590  |  |  | $ | 2,364,087  |  |  | $ | 5,470,220  
|Net (loss) income per unit of
limited partnership interest  |  | $                       | (0.16      | )    |  | $    | (0.05      | )    |  | $    | 0.37       |  |  | $ | 0.25       |  |  | $ | 0.68       
|Cash distributions per unit of
limited partnership interest |  | $                       | 0.92       |      |  | $    | 1.14       |      |  | $    | 1.31       |  |  | $ | 1.63       |  |  | $ | 1.65       
|At year-end:                                                |  |                         |            |      |  |      |            |      |  |      |            |  |  |   |            |  |  |   |            
|Total assets                                                |  | $                       | 71,296,872 |      |  | $    | 79,389,081 |      |  | $    | 88,017,878 |  |  | $ | 94,699,419 |  |  | $ | 104,568,280
|Partners capital                                           |  | $                       | 71,296,872 |      |  | $    | 79,389,081 |      |  | $    | 88,017,878 |  |  | $ | 94,699,419 |  |  | $ | 104,568,280
|                                                            |  |                         |            |      |  |      |            |      |  |      |            |  |  |   |            |  |  |   |            

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

The Registrants primary objective is to generate cash flow from
operations for distribution to its limited partners and during the initial
years of its operation, reinvest excess cash flow in additional equipment.
Aside from the initial working capital reserve retained from gross subscription
proceeds (equal to approximately 1% of such proceeds), the Registrant relies
primarily on container rental receipts to meet this objective, as well as to
finance operating needs. No credit lines are maintained to finance working
capital.

Cash distributions from operations are allocated 5% to the general partner
and 95% to the limited partners. Distributions of sales proceeds are allocated
1% to the general partner and 99% to the limited partners. This sharing
arrangement will remain in place until the limited partners have received
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 distributions will be allocated 15% to the
general partner and 85% to the limited partners, pursuant to Section 6.1(b) of
the Registrants Partnership Agreement. Cash distributions from operations to
the general partner in excess of 5% of distributable cash will be considered an
incentive fee and compensation to the general partner.

From inception through February 28, 2003, the Registrant has distributed
$83,754,867 in cash from operations, and $893,945 in cash from container sales
proceeds to its limited partners, or 59% of the limited partners original
invested capital. Distributions are paid monthly based primarily on each
quarters cash flow from operations. Monthly distributions are also affected
by periodic increases or decreases to working capital reserves, as deemed
appropriate by the general partner.

At December 31, 2002, the Registrant had $4,379,512 in cash and cash
equivalents, an increase of $667,425 and $252,707 from the cash balances at
December 31, 2001 and 2000, respectively. The Registrant invests its working
capital, as well as cash flows from operations and the sale of containers that
have not yet been distributed to CCC or its limited partners in money market
funds.

13



---



##### 



Cash from Operating Activities:Net cash provided by operating activities
was $6,714,548 and $7,708,141 during 2002 and 2001, respectively, primarily
generated from the billing and collection of net lease revenue.

Cash from Investing Activities:Net cash provided by investing activities
during 2002 was comprised of $863,338 in proceeds generated from the sale of
rental equipment.

Cash from Financing Activities:Net cash used in financing activities was
$6,910,461 during 2002 compared to $8,580,490 during 2001. These amounts
represent distributions to the Registrants general and limited partners.

Results of Operations

Year Ended December 31, 2002 Compared to the Year Ended December 31, 2001

A Leasing Agent Agreement (Agreement) exists between the Registrant and
the Leasing Company, whereby the Leasing Company has the responsibility to
manage the leasing operations of all equipment owned by the Registrant.
Pursuant to the Agreement, the Leasing Company is responsible for leasing,
managing and re-leasing the Registrant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 Registrant, 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. At December 31, 2002, 94% of the
original equipment remained in the Registrants fleet, as compared to 97% at
December 31, 2001. The following chart summarizes the composition of the
Registrants fleet (based on container type) at December 31, 2002.

|                      |                        |          |        |            |        |              |       |            |       |         |       |           |       |              |     |     |     |         |    |    |    |  |     |     |     | 
|--------------------- | ---------------------- | -------- | ------ | ---------- | ------ | ------------ | ----- | ---------- | ----- | ------- | ----- | --------- | ----- | ------------ | --- | --- | --- | ------- | -- | -- | -- |  | --- | --- | --- | 
|                      |                        |          |        | Dry Cargo  |        | Refrigerated |       | Tank      
|                      |                        |          |        | Containers |        | Containers   |       | Containers
|                      |                        |          |        |            |        |              |       |           
|                      |                        |          |        |            |        |              |       |            |       |         |       | 40-Foot   |       |              |     |     |     | 40-Foot |    |    |    | 
|                      |                        |          |        | 20-Foot    |        | 40-Foot      |       | High-Cube  |       | 20-Foot |       | High-Cube |       | 24,000-Liter
|                      |                        |          |        |            |        |              |       |            |       |         |       |           |       |             
|Containers on lease:  |                        |          |        |            |        |              |       |            |       |         |       |           |       |              |     |     |     |         |    |    |    |  |     |    
|                      | Master lease           |          |        | 12,130     |        |              |       | 3,285      |       |         |       | 1,040     |       |              |     | 252 |     |         |    | 2  |    |  |     | 76  |    
|                      | Term lease (1-5 years) |          |        | 8,566      |        |              |       | 3,103      |       |         |       | 694       |       |              |     | 176 |     |         |    | 97 |    |  |     | 108 |    
|                      |                        |          |        |            |        |              |       |            |       |         |       |           |       |              |     |     |     |         |    |    |    |  |     |    
|                      |                        | Subtotal |        |            | 20,696 |              |       |            | 6,388 |         |       |           | 1,734 |              |     |     | 428 |         |    |    | 99 |  |     |     | 184 | 
|Containers off lease  |                        |          | 3,805  |            |        |              | 2,077 |            |       |         | 363   |           |       |              | 32  |     |     |         |   |    |    |  | 41  |    
|                      |                        |          |        |            |        |              |       |            |       |         |       |           |       |              |     |     |     |         |    |    |    |  |     |    
|Total container fleet |                        |          | 24,501 |            |        |              | 8,465 |            |       |         | 2,097 |           |       |              | 460 |     |     |         | 99 |    |    |  | 225 |    
|                      |                        |          |        |            |        |              |       |            |       |         |       |           |       |              |     |     |     |         |    |    |    |  |     |    

|                                     |                |  |            |       |              |  |            |   |         |  |         |     |              |  |       |   |   |  |         |    |   |  |       |   |   |  |     |   |  |  |     |   |   |  |     |   |  |  |     |   |   |  |     |   |  |  |     |   |  
|------------------------------------ | -------------- |  | ---------- | ----- | ------------ |  | ---------- | - | ------- |  | ------- | --- | ------------ |  | ----- | - | - |  | ------- | -- | - |  | ----- | - | - |  | --- | - |  |  | --- | - | - |  | --- | - |  |  | --- | - | - |  | --- | - |  |  | --- | - | -
|                                     |                |  | Dry Cargo  |       | Refrigerated |  | Tank      
|                                     |                |  | Containers |       | Containers   |  | Containers
|                                     |                |  |            |       |              |  |           
|                                     |                |  |            |       |              |  |            |   |         |  |         |     |              |  |       |   |   |  | 40-Foot |    |   |  |       |   |   |  |     |   |  |  |     |   |   |  |     |   |  |  |     |   |   |  |    
|                                     |                |  | 20-Foot    |       | 40-Foot      |  | High-Cube  |   | 20-Foot |  | 40-Foot |     | 24,000-Liter
|                                     |                |  |            |       |              |  |            |   |         |  |         |     |             
|                                     |                |  | Units      |       | %            |  | Units      |   | %       |  | Units   |     | %            |  | Units |   | % |  | Units   |    | % |  | Units |   | %
|                                     |                |  |            |       |              |  |            |   |         |  |         |     |              |  |       |   |   |  |         |    |   |  |       |   |  
|Total purchases                      |                |  | 26,446     |       |              |  | 100        | % |         |  | 8,751   |     |              |  | 100   | % |   |  | 2,179   |    |   |  | 100   | % |   |  | 463 |   |  |  | 100 | % |   |  | 100 |   |  |  | 100 | % |   |  | 229 |   |  |  | 100 | %
|                                     | Less disposals |  |            | 1,945 |              |  |            | 7 | %       |  |         | 286 |              |  |       | 3 | % |  |         | 82 |   |  |       | 4 | % |  |     | 3 |  |  |     | 1 | % |  |     | 1 |  |  |     | 1 | % |  |     | 4 |  |  |     | 2 | %
|                                     |                |  |            |       |              |  |            |   |         |  |         |     |              |  |       |   |   |  |         |    |   |  |       |   |   |  |     |   |  |  |     |   |   |  |     |   |  |  |     |   |   |  |     |   |  |  |     |  
|Remaining fleet at
December 31, 2002 |                |  | 24,501     |       |              |  | 93         | % |         |  | 8,465   |     |              |  | 97    | % |   |  | 2,097   |    |   |  | 96    | % |   |  | 460 |   |  |  | 99  | % |   |  | 99  |   |  |  | 99  | % |   |  | 225 |   |  |  | 98  | %
|                                     |                |  |            |       |              |  |            |   |         |  |         |     |              |  |       |   |   |  |         |    |   |  |       |   |   |  |     |   |  |  |     |   |   |  |     |   |  |  |     |   |   |  |     |   |  |  |     |  

Improved market conditions for all container types and the implementation of
several Leasing Company marketing initiatives during 2002 resulted in a 46%
reduction in the Registrants off-hire container inventories. Utilization
increased from 67% at the beginning of the year to 81% at December 31, 2002.

Over the past two years, the slowdown and uneven recovery in the global
economy has led to reduced levels of capital available for new container
investment. The lower levels of new container production during 2001 and the
first half of 2002 addressed, to some extent, the problems of container
over-supply created by the higher levels of new container production achieved
during 1999 and 2000. As a result, demand increased for the existing container
fleets of leasing companies and shipping lines, including the Registrants
containers. During 2002, the surge in demand for existing containers
contributed to reducing off-hire inventories primarily in Asia, and to a lesser
extent Europe and North America. In many parts of Asia and particularly in the
south eastern ports, the demand for cargo containers exceeded available
supplies. To exploit such opportunities, the Leasing Company repositioned
off-hire equipment to locations of greatest demand and pursued leasing
opportunities through its global network of marketing resources.

14



---



##### 



The Registrants average fleet size and utilization rates for the years
ended December 31, 2002, 2001 and 2000 were as follows:

|                                                            |                         |  |      |        |      |  |      |        |   |  |  |        |  
|----------------------------------------------------------- | ----------------------- |  | ---- | ------ | ---- |  | ---- | ------ | - |  |  | ------ | -
|                                                            |                         |  | 2002 |        | 2001 |  | 2000
|                                                            |                         |  |      |        |      |  |     
|Fleet size (measured in
twenty-foot equivalent units (TEU)) |                         |  |      |        |      |  |      |        |   |  |  |       
|                                                            | Dry cargo containers    |  |      | 46,497 |      |  |      | 47,079 |   |  |  | 46,894 |  
|                                                            | Refrigerated containers |  |      | 658    |      |  |      | 659    |   |  |  | 660    |  
|                                                            | Tank containers         |  |      | 225    |      |  |      | 225    |   |  |  | 226    |  
|Average utilization rates                                   |                         |  |      |        |      |  |      |        |   |  |  |       
|                                                            | Dry cargo containers    |  |      | 75     | %    |  |      | 67     | % |  |  | 76     | %
|                                                            | Refrigerated containers |  |      | 92     | %    |  |      | 92     | % |  |  | 96     | %
|                                                            | Tank containers         |  |      | 79     | %    |  |      | 80     | % |  |  | 78     | %

Since December 2001, the combined per diem rate for the Registrants fleet
of dry cargo containers declined by approximately 16%. Most of this decline
occurred in the first three months of 2002 and is attributable to three main
factors:



| | 1. |  | Per diem rental rates decreased in correlation with the reduction of
new container prices and interest rate levels;                                                                                                
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | The Leasing Company converted lease agreements with certain shipping
lines from master to long-term lease, providing greater revenue
stability but at lower lease rates than those earned under master
leases; and,
|
| | 3. |  | The Leasing Company initiated new long term leases for older
equipment resulting in lower per diem rates, while significantly
reducing off-hire container inventory levels.                                        

An improvement in lease per-diem rates is not expected until new container
prices increase to much higher levels. The effect of the reduction in per diem
rates, combined with the decline in the Registrants fleet size, contributed
to a reduction in gross rental revenue (a component of net lease revenue), but
also contributed to significantly lower direct operating expenses due to the
reduction in storage and other inventory related costs.

The demand for cargo containers has continued into early 2003. However,
wide-ranging concerns remain about waning consumer confidence within the
worlds economies, a rise in oil prices, weak global stock markets,
geopolitical concerns arising from uncertainties with Iraq and North Korea, as
well as an increase in new container production, which may temper the current
demand for leased containers.

Despite recent improvements in container leasing market conditions, the
effect of the sporadic global economic recovery on the container leasing
industrys customers, the shipping lines, coupled with their acquisition of
new, larger container ships, has created a condition of excess shipping
capacity. The uncertainty over the financial strength of the shipping industry
appears to favor the larger more established shipping lines. The Registrant,
CCC and the Leasing Company continue to remain cautious, as some shipping lines
have reported operating losses during 2002. The financial impact of such
losses on these shipping lines may eventually influence the demand for leased
containers as some shipping lines may experience additional financial
difficulties, consolidate or become insolvent. Although the ultimate outcome,
as well as its impact on the container leasing industry and the Registrants
results of operations, is unknown, CCC, on behalf of the Registrant, will work
closely with the Leasing Company to monitor outstanding receivables,
collections, and credit exposure to various existing and new customers.

The primary component of the Registrants results of operations is net
lease revenue. Net lease revenue is determined by deducting direct operating
expenses, management fees and reimbursed administrative expenses, from rental
revenues billed by the Leasing Company from the leasing of the Registrants
containers. Net lease revenue is directly related to the size, utilization and
per-diem rental rates of the Registrants fleet.

Net lease revenuewas $7,046,605 for the year ended December 31, 2002
compared to $7,581,717 for the prior year. The decrease was due to a
$1,054,797 decline in gross rental revenue partially offset by a $436,927
decrease in rental equipment operating expenses from the year ended December
31, 2001. Gross rental revenue was impacted by lower per-diem rental rates and
smaller size fleet. The decrease in direct operating expense was attributable
to the Registrants higher utilization rate in 2002, and its impact on activity
based expenses such as storage and handling. Other components of net lease
revenue, including management fees, and reimbursed administrative expenses,
were lower by a combined $82,758 when compared to 2001, and partially offset
the decline in gross lease revenue. This decline was attributable to the
operating performance of the Registrants fleet.

15



---



##### 



Depreciation expenseof $7,494,889 in 2002 was $60,286 greater than in
2001. Effective June 1, 2001, the Registrant changed the estimated life of its
rental container equipment from an estimated 12-year life to a 15-year life,
and its estimated salvage value from 30% to 10% of original equipment cost.
The effect of these changes was an increase in depreciation expense of
approximately $147,000 for 2002.

Other general and administrative expenseswere $191,094 in 2002, a
decrease of $103,404 of 35% when compared to 2001. Contributing to this
decrease were declines in professional fees, costs related to investor
communications, and net exchange rate losses.

Net loss on disposal of equipmentwas a result of the Registrants
disposal of 1,178 containers in 2002, as compared to 225 containers during
2001. These disposals resulted in a net loss of $582,786 for 2002, compared to
a net loss of $35,926 for 2001. The Registrant believes that the net loss on
container disposals in 2002 was a result of various factors, including the age,
condition, suitability for continued leasing, as well as the geographical
location of the containers when disposed. These factors will continue to
influence the decision to repair or dispose of a container when it is returned
by a lessee, as well as the amount of sales proceeds received and the related
gain or loss on container disposals. The level of the Registrants container
disposals in subsequent periods will also contribute to fluctuations in the net
gain or loss on disposals.

Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000

Net lease revenuewas $7,581,717 for the year 2001 compared to $10,272,079
for the prior year. The decrease was due to a $2,666,779 decline in gross
rental revenue and an $329,692 increase in rental equipment operating expenses
from the year 2000. Gross rental revenue was impacted by lower per-diem rental
rates and lower combined fleet utilization rates. The increase in direct
operating expense was attributable to the Registrants lower utilization rate
in 2001, and its impact on activity based expenses such as storage, handling
and repair and maintenance. Other components of net lease revenue, including
management fees, and reimbursed administrative expenses, were lower by a
combined $306,110 when compared to the year 2000, and partially offset the
decline in gross lease revenue. This decline was attributable to the operating
performance of the Registrants fleet.

Depreciation expenseof $7,434,603 in 2001 was $140,691 greater than 2000.
Effective June 1, 2001, the Registrant changed the estimated life of its
rental container equipment from an estimated 12 year life to a 15 year life,
and its estimated salvage value from 30% to 10% of original equipment cost.
The effect of these changes was an increase in depreciation expense of
approximately $208,000 in the year 2001.

Other general and administrative expensesincreased to $294,498 in 2001,
from $179,242 in 2000. Contributing to this increase were professional fees
and costs related to investor communications, and net exchange rate losses.

Net (loss) gain on disposal of equipmentwas a result of the Registrant
disposing of 225 containers during 2001, as compared to 293 containers during
2000. These disposals resulted in a net loss of $35,926 for 2001, as compared
to a net gain of $182,478 for 2000. The Registrant believes that the net loss
on container disposals in 2001 was a result of various factors including the
age, condition, suitability for continued leasing, as well as the geographic
location of the containers when disposed.

16



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##### 



Critical Accounting Policies

Container equipment  depreciable lives: Container rental equipment is
depreciated over a useful life of 15 years to a residual value of 10%. The
Registrant re-evaluates the period of amortization and residual values to
determine whether subsequent events and circumstances warrant revised estimates
of useful lives and residual values.

Container equipment  valuation:The Registrant reviews container rental
equipment when changes in circumstances require consideration as to whether the
carrying value of the equipment has become impaired, pursuant to guidance
established in SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. The Registrant considers assets to be impaired if the
carrying value of the asset exceeds the future projected cash flows from
related operations (undiscounted and without interest charges). When
impairment is deemed to exist, the assets are written down to fair value or
projected discounted cash flows from related operations. The Registrant
periodically evaluates future cash flows and potential impairment of its fleet
by container type rather than for each individual container. Therefore, future
losses could result for individual container dispositions due to various
factors including age, condition, suitability for continued leasing, as well as
geographic location of the containers where disposed. 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, reserves for the impairment of the container
rental equipment carrying values may be necessary based upon changes in market
and economic conditions.

New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board issued SFAS No.
146, (SFAS 146), Accounting for Costs Associated with Exit or Disposal
Activities, which addresses accounting for restructuring and similar costs.
The Registrant does not consider the provisions of SFAS 146 to have any effect
on its financial position or results of operations.

Inflation

The Registrant believes inflation has not had a material adverse effect on
the results of its operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk:Substantially all of the Registrants revenues are
billed and paid in US dollars, and a significant portion of costs are billed
and paid in US dollars. The Leasing Company believes that the proportion of US
dollar revenues may decrease in future years, reflecting a more diversified
customer base and lease portfolio. Of the remaining costs, the majority are
individually small, unpredictable and incurred in various denominations and
thus are not suitable for cost effective hedging.

The Leasing Company may hedge a portion of the expenses that are
predictable and are principally in UK pounds sterling. As exchange rates are
outside of the control of the Registrant and Leasing Company, there can be no
assurance that such fluctuations will not adversely affect its results of
operations and financial condition.

Item 8. Financial Statements and Supplementary Data

17



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##### 



INDEPENDENT AUDITORS REPORT

The Partners
Cronos Global Income Fund XV, L.P.

We have audited the accompanying balance sheets of Cronos Global Income Fund
XV, L.P. (the Partnership) as of December 31, 2002 and 2001, and the related
statements of operations, partners capital, and cash flows for each of the
three years in the period ended December 31, 2002. These financial statements
are the responsibility of the Partnerships management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership at December 31, 2002 and
2001, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

San Francisco, California
February 14, 2003

18



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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Balance Sheets

December 31, 2002 and 2001

|                                    |                                                                                                                     |                                         |                         |                   |            |            |             |            |            |            |  | 
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ----------------------- | ----------------- | ---------- | ---------- | ----------- | ---------- | ---------- | ---------- |  | 
|                                    |                                                                                                                     |                                         |                         |                   |            | 2002       |             | 2001      
|                                    |                                                                                                                     |                                         |                         |                   |            |            |             |           
|Assets                              |                                                                                                                     |                                         |                         |                   |            |            |             |           
|Current assets:                     |                                                                                                                     |                                         |                         |                   |            |            |             |           
|                                    | Cash and cash equivalents, includes $3,647,895 in 2002 and
$3,697,086 in 2001 in interest-bearing accounts (note 3) |                                         | $                       | 4,379,512         |            |            | $           | 3,712,087  |           
|                                    | Net lease receivables due from Leasing Company
(notes 1 and 4)                                                      |                                         |                         | 1,346,604         |            |            |             | 1,004,796  |           
|                                    |                                                                                                                     |                                         |                         |                   |            |            |             |           
|                                    |                                                                                                                     |                                         | Total current assets    |                   |            | 5,726,116  |             |            |            | 4,716,883  | 
|                                    |                                                                                                                     |                                         |                         |                   |            |            |             |           
|Container rental equipment, at cost |                                                                                                                     |                                         | 120,475,826             |                   |            |            | 123,512,650 |           
|                                    | Less accumulated depreciation                                                                                       |                                         |                         | 54,905,070        |            |            |             | 48,840,452 |           
|                                    |                                                                                                                     |                                         |                         |                   |            |            |             |           
|                                    |                                                                                                                     | Net container rental equipment (note 1) |                         |                   | 65,570,756 |            |             |            | 74,672,198 |           
|                                    |                                                                                                                     |                                         |                         |                   |            |            |             |           
|                                    |                                                                                                                     |                                         | Total assets            |                   | $          | 71,296,872 |             |            | $          | 79,389,081 | 
|                                    |                                                                                                                     |                                         |                         |                   |            |            |             |           
|                                    |                                                                                                                     |                                         |                         | Partners Capital |            |            |             |            |            |            |  | 
|Partners capital (deficit):        |                                                                                                                     |                                         |                         |                   |            |            |             |           
|                                    | General partner                                                                                                     |                                         | $                       | (422,478          | )          |            | $           | (85,604    | )         
|                                    | Limited partners (note 8)                                                                                           |                                         |                         | 71,719,350        |            |            |             | 79,474,685 |           
|                                    |                                                                                                                     |                                         |                         |                   |            |            |             |           
|                                    |                                                                                                                     |                                         | Total partners capital |                   | $          | 71,296,872 |             |            | $          | 79,389,081 | 
|                                    |                                                                                                                     |                                         |                         |                   |            |            |             |           

The accompanying notes are an integral part of these financial statements.

19



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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Statements of Operations

For the years ended December 31, 2002, 2001 and 2000

|                                                      |                                           |                               |            |            |            |      |            |            |          |   |            |            |           | 
|----------------------------------------------------- | ----------------------------------------- | ----------------------------- | ---------- | ---------- | ---------- | ---- | ---------- | ---------- | -------- | - | ---------- | ---------- | --------- | 
|                                                      |                                           |                               |            | 2002       |            | 2001 |            | 2000      
|                                                      |                                           |                               |            |            |            |      |            |           
|Net lease revenue (notes 1 and 6)                     |                                           | $                             | 7,046,605  |            |            | $    | 7,581,717  |            |          | $ | 10,272,079 |           
|Other operating (expenses) income:                    |                                           |                               |            |            |            |      |            |            |          |   |            |           
|                                                      | Depreciation (note 1)                     |                               |            | (7,494,889 | )          |      |            | (7,434,603 | )        |   |            | (7,293,912 | )        
|                                                      | Other general and administrative expenses |                               |            | (191,094   | )          |      |            | (294,498   | )        |   |            | (179,242   | )        
|                                                      | Net (loss) gain on disposal of equipment  |                               |            | (582,786   | )          |      |            | (35,926    | )        |   |            | 182,478    |          
|                                                      |                                           |                               |            |            |            |      |            |            |          |   |            |           
|                                                      |                                           |                               | (8,268,769 | )          |            |      | (7,765,027 | )          |          |   | (7,290,676 | )         
|                                                      |                                           |                               |            |            |            |      |            |            |          |   |            |           
|                                                      |                                           | (Loss) income from operations |            |            | (1,222,164 | )    |            |            | (183,310 | ) |            |            | 2,981,403 | 
|Other income:                                         |                                           |                               |            |            |            |      |            |            |          |   |            |           
|                                                      | Interest income                           |                               |            | 40,416     |            |      |            | 135,002    |          |   |            | 186,187    |          
|                                                      |                                           |                               |            |            |            |      |            |            |          |   |            |           
|                                                      |                                           | Net (loss) income             |            | $          | (1,181,748 | )    |            | $          | (48,308  | ) |            | $          | 3,167,590 | 
|                                                      |                                           |                               |            |            |            |      |            |            |          |   |            |           
|Allocation of net (loss) income:                      |                                           |                               |            |            |            |      |            |            |          |   |            |           
|                                                      | General partner                           |                               | $          | (11,817    | )          |      | $          | 329,493    |          |   | $          | 538,510    |          
|                                                      | Limited partners                          |                               |            | (1,169,931 | )          |      |            | (377,801   | )        |   |            | 2,629,080  |          
|                                                      |                                           |                               |            |            |            |      |            |            |          |   |            |           
|                                                      |                                           | $                             | (1,181,748 | )          |            | $    | (48,308    | )          |          | $ | 3,167,590  |           
|                                                      |                                           |                               |            |            |            |      |            |            |          |   |            |           
|Limited partners per unit share of net (loss) income |                                           | $                             | (0.16      | )          |            | $    | (0.05      | )          |          | $ | 0.37       |           
|                                                      |                                           |                               |            |            |            |      |            |            |          |   |            |           

The accompanying notes are an integral part of these financial statements.

20



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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Statements of Partners Capital

For the years ended December 31, 2001, 2000 and 1999

|                              |  |          |            |         |  |       |          |   |  |   |            |  
|----------------------------- |  | -------- | ---------- | ------- |  | ----- | -------- | - |  | - | ---------- | -
|                              |  | Limited  |            | General |  |       |          |  
|                              |  | Partners |            | Partner |  | Total
|                              |  |          |            |         |  |      
|Balances at January 1, 2000   |  | $        | 94,744,792 |         |  | $     | (45,373  | ) |  | $ | 94,699,419 |  
|Net income                    |  |          | 2,629,080  |         |  |       | 538,510  |   |  |   | 3,167,590  |  
|Cash distributions            |  |          | (9,356,678 | )       |  |       | (492,453 | ) |  |   | (9,849,131 | )
|                              |  |          |            |         |  |       |          |   |  |   |            |  
|Balances at December 31, 2000 |  |          | 88,017,194 |         |  |       | 684      |   |  |   | 88,017,878 |  
|Net (loss) income             |  |          | (377,801   | )       |  |       | 329,493  |   |  |   | (48,308    | )
|Cash distributions            |  |          | (8,164,708 | )       |  |       | (415,781 | ) |  |   | (8,580,489 | )
|                              |  |          |            |         |  |       |          |   |  |   |            |  
|Balances at December 31, 2001 |  |          | 79,474,685 |         |  |       | (85,604  | ) |  |   | 79,389,081 |  
|Net loss                      |  |          | (1,169,931 | )       |  |       | (11,817  | ) |  |   | (1,181,748 | )
|Cash distributions            |  |          | (6,585,404 | )       |  |       | (325,057 | ) |  |   | (6,910,461 | )
|                              |  |          |            |         |  |       |          |   |  |   |            |  
|Balances at December 31, 2002 |  | $        | 71,719,350 |         |  | $     | (422,478 | ) |  | $ | 71,296,872 |  
|                              |  |          |            |         |  |       |          |   |  |   |            |  

The accompanying notes are an integral part of these financial statements.

21



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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Statements of Cash Flows

For the years ended December 31, 2002, 2001 and 2000

|                                                               |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |           |   |           |            |  
|-------------------------------------------------------------- | --------------------------------------------------------------------------------- | - | --------------------------------------------------------------------- | --------------------------------------------------- | - | --------- | ---------- | ------- | - | --------- | ---------- | --------- | - | --------- | ---------- | -
|                                                               |                                                                                   |   |                                                                       |                                                     |   | 2002      |            | 2001    |   | 2000     
|                                                               |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |          
|Cash flows from operating activities:                          |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |          
|                                                               | Net (loss) income                                                                 |   | $                                                                     | (1,181,748                                          | ) |           | $          | (48,308 | ) |           | $          | 3,167,590 |  
|                                                               | Adjustments to reconcile net (loss) income to net cash
from operating activities: |   |                                                                       |                                                     |   |           |            |         |   |           |            |           |  
|                                                               |                                                                                   |   | Depreciation                                                          |                                                     |   | 7,494,889 |            |         |   | 7,434,603 |            |           |   | 7,293,912 |           
|                                                               |                                                                                   |   | Net loss (gain) on disposal of equipment                              |                                                     |   | 582,786   |            |         |   | 35,926    |            |           |   | (182,478  | )         
|                                                               |                                                                                   |   | (Increase) decrease in net lease receivables
due from Leasing Company |                                                     |   | (181,379  | )          |         |   | 285,920   |            |           |   | 923,797   |           
|                                                               |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |          
|                                                               |                                                                                   |   |                                                                       | Total adjustments                                   |   |           | 7,896,296  |         |   |           | 7,756,449  |           |   |           | 8,035,231  |  
|                                                               |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |          
|                                                               |                                                                                   |   |                                                                       | Net cash provided by operating activities           |   |           | 6,714,548  |         |   |           | 7,708,141  |           |   |           | 11,202,821 |  
|                                                               |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |          
|Cash flows from investing activities:                          |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |          
|                                                               | Proceeds from sale of container rental equipment                                  |   |                                                                       | 863,338                                             |   |           |            | 457,631 |   |           |            | 523,453   |  
|                                                               | Purchases of container rental equipment                                           |   |                                                                       |                                                    |   |           |            |        |   |           |            | (918,561  | )
|                                                               | Acquisition fees paid to general partner                                          |   |                                                                       |                                                    |   |           |            |        |   |           |            | (45,928   | )
|                                                               |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |          
|                                                               |                                                                                   |   |                                                                       | Net cash provided by (used in) investing
activities |   |           | 863,338    |         |   |           | 457,631    |           |   |           | (441,036   | )
|                                                               |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |          
|Cash flows from financing activities
Distributions to partners |                                                                                   |   | (6,910,461                                                            | )                                                   |   |           | (8,580,490 | )       |   |           | (9,849,131 | )        
|                                                               |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |          
|Net increase (decrease) in cash and cash equivalents           |                                                                                   |   | 667,425                                                               |                                                     |   |           | (414,718   | )       |   |           | 912,654    |          
|Cash and cash equivalents at beginning of year                 |                                                                                   |   | 3,712,087                                                             |                                                     |   |           | 4,126,805  |         |   |           | 3,214,151  |          
|                                                               |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |          
|Cash and cash equivalents at end of year                       |                                                                                   | $ | 4,379,512                                                             |                                                     |   | $         | 3,712,087  |         |   | $         | 4,126,805  |          
|                                                               |                                                                                   |   |                                                                       |                                                     |   |           |            |         |   |           |            |          

The accompanying notes are an integral part of these financial statements.

22



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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Financial Statements

December 31, 2002, 2001 and 2000

(1) Summary of Significant Accounting Policies



| | (a) |  | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Cronos Global Income Fund XV, L.P. (the Partnership) is a limited
partnership organized under the laws of the State of California on
August 26, 1993, for the purpose of owning and leasing marine cargo
containers, special purpose containers and container related equipment
worldwide to ocean carriers. To this extent, the Partnerships
operations are subject to the fluctuations of world economic and
political conditions. Such factors may affect the pattern and levels of
world trade. The Partnership believes that the profitability of, and
risks associated with, leases to foreign customers is generally the same
as those of leases to domestic customers. The Partnerships leases
generally require all payments to be made in United States currency.                                                                                                                                                                                                                                                                                                                                                                            
|
| |     |  | Cronos Capital Corp. (CCC) is the general partner and, with its
affiliate Cronos Containers Limited (the Leasing Company), manages the
business of the Partnership. CCC and the Leasing Company also manage
the container leasing business for other partnerships affiliated with
CCC. The Partnership shall continue until December 31, 2012, unless
terminated sooner upon the occurrence of certain events.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     |  | 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, the
general partner, and all affiliates of the general partner). 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (b) |  | Leasing Company and Leasing Agent Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |     |  | A 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.

23



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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Financial Statements



| | (c) |  | Concentrations of Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The 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 4
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 Accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     |  | The 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.                                                                                                                                                                                                                                                                                                                   
|
| | (e) |  | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     |  | The 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 adequacy of 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,
reserves for the impairment of the container rental equipment carrying
values may be necessary based upon changes in market and economic
conditions.

24



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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Financial Statements



| | (f) |  | Allocation of Net Income or Loss and Partnership Distributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Net income or loss has been allocated between general and
limited partners in accordance with the Partnership Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     |  | 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 the
general partner. Distributions of sales proceeds are allocated 99%
to the limited partners and 1% to the general partner. 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 the
general partner. Cash distributions from operations to the general
partner in excess of 5% of distributable cash will be considered an
incentive fee and will be recorded as compensation to the general
partner, with the remaining distributions from operations charged
to partners capital.                                                                                                                                                                  
|
| | (g) |  | Acquisition Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     |  | Pursuant 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 container rental equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (h) |  | Container Rental Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | Container rental equipment is depreciated using the straight-line
method. Depreciation policies are also evaluated to determine whether
subsequent events and circumstances warrant revised estimates of useful
lives. Effective June 1, 2001, the estimated depreciable life was
changed from a twelve-year life to a fifteen-year life and the estimated
salvage value was changed from 30% to 10% of the original equipment
cost. The effect of these changes is an increase to depreciation
expense of approximately $147,000 and $208,000 for 2002 and 2001,
respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     |  | SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, was adopted by the Partnership effective January 1, 2002,
without a significant impact on its financial statements. In accordance
with SFAS No. 144, 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. There were no
impairment charges to the carrying value of container rental equipment
during 2002, 2001 and 2000.
|
| | (i) |  | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | The 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

25



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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Financial Statements



| | (j) |  | Financial Statement Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The 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) |  | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |     |  | In June 2002, the Financial Accounting Standards Board issued SFAS No.
146, (SFAS 146), Accounting for Costs Associated with Exit or Disposal
Activities, which addresses accounting for restructuring and similar
costs. The Registrant does not consider the provisions of SFAS 146 to
have any effect on its financial position or results of operations.                                                                                                                                                                           
|

|(2) |  | Operating Segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   
|    |  | An 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. | 
|   
|    |  | The Partnership derives revenues from dry cargo containers, refrigerated
containers and tank containers. As of December 31, 2002, the Partnership
owned 24,501 twenty-foot 8,465 forty-foot and 2,097 forty-foot high-cube
marine dry cargo containers, as well as 460 twenty-foot and 99 forty-foot
high-cube refrigerated cargo containers, and 225 twenty-four thousand-liter
tanks. A summary of gross lease revenue earned by the Leasing Company, on
behalf of the Partnership, by product, for the years ended December 31,
2002, 2001 and 2000 follows:   | 

|                        |  |      |            |      |  |      |            |  |  |   |            | 
|----------------------- |  | ---- | ---------- | ---- |  | ---- | ---------- |  |  | - | ---------- | 
|                        |  | 2002 |            | 2001 |  | 2000
|                        |  |      |            |      |  |     
|Dry cargo containers    |  | $    | 10,521,020 |      |  | $    | 11,271,255 |  |  | $ | 13,591,916 | 
|Refrigerated containers |  |      | 1,343,686  |      |  |      | 1,582,517  |  |  |   | 1,870,593  | 
|Tank containers         |  |      | 599,789    |      |  |      | 665,520    |  |  |   | 723,562    | 
|                        |  |      |            |      |  |      |            |  |  |   |            | 
|Total                   |  | $    | 12,464,495 |      |  | $    | 13,519,292 |  |  | $ | 16,186,071 | 
|                        |  |      |            |      |  |      |            |  |  |   |            | 



|    |  | Due to the Partnerships lack of information regarding the physical location
of its fleet of containers when on lease in the global shipping trade, it is
impracticable to provide the geographic area information required by SFAS
No. 131.                                                                                                                                                                                                                                                                                         | 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|   
|    |  | No single sub-lessee of the Leasing Company contributed more than 10% of the
Leasing Companys rental revenue earned on behalf of the Partnership during
2002, 2001 and 2000.                                                                                                                                                                                                                                                                                                                                                        | 
|   
|(3) |  | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|   
|    |  | Cash equivalents include money market funds that invest in
highly-liquid first-tier 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. | 

26



---



##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Financial Statements



|(4) |  | Net Lease Receivables Due from Leasing Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|   
|    |  | Net lease 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 to the
Partnership under operating leases to ocean carriers for the containers
owned by the Partnership as well as proceeds earned from container
disposals. Net lease receivables at December 31, 2002 and 2001 were as
follows: | 

|                                               |  |              |           |              |  |   |           | 
|---------------------------------------------- |  | ------------ | --------- | ------------ |  | - | --------- | 
|                                               |  | December 31, |           | December 31,
|                                               |  | 2002         |           | 2001        
|                                               |  |              |           |             
|Gross lease receivables                        |  | $            | 2,726,745 |              |  | $ | 2,753,136 | 
|Less:                                          |  |              |           |              |  |   |           | 
|Direct operating payables and accrued expenses |  |              | 762,191   |              |  |   | 1,129,209 | 
|Damage protection reserve (note 5)             |  |              | 149,189   |              |  |   | 102,469   | 
|Base management fees payable                   |  |              | 157,222   |              |  |   | 191,144   | 
|Reimbursed administrative expenses             |  |              | 60,727    |              |  |   | 59,478    | 
|Allowance for doubtful accounts                |  |              | 250,812   |              |  |   | 266,040   | 
|                                               |  |              |           |              |  |   |           | 
|Net lease receivables                          |  | $            | 1,346,604 |              |  | $ | 1,004,796 | 
|                                               |  |              |           |              |  |   |           | 



|(5) |  | Damage Protection Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   
|    |  | The 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 a component of net lease 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. | 
|   
|(6) |  | Net Lease Revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|   
|    |  | Net 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 the years ended December 31, 2002, 2001
and 2000 was as follows:                                                                                                                                                                                                                                                                                                                                                | 

|                                             |                                     |   |            |         |      |   |            |         |  |   |            |         | 
|-------------------------------------------- | ----------------------------------- | - | ---------- | ------- | ---- | - | ---------- | ------- |  | - | ---------- | ------- | 
|                                             |                                     |   | 2002       |         | 2001 |   | 2000      
|                                             |                                     |   |            |         |      |   |           
|Rental revenue                               |                                     | $ | 12,464,495 |         |      | $ | 13,519,292 |         |  | $ | 16,186,071 |        
|Less:                                        |                                     |   |            |         |      |   |            |         |  |   |            |        
|Rental equipment operating expenses          |                                     |   | 3,857,704  |         |      |   | 4,294,631  |         |  |   | 3,964,939  |        
|Base management fees (note 7)                |                                     |   | 851,979    |         |      |   | 927,711    |         |  |   | 1,110,439  |        
|Reimbursed administrative expenses (note 7): |                                     |   |            |         |      |   |            |         |  |   |            |        
|                                             | Salaries                            |   |            | 497,295 |      |   |            | 481,289 |  |   |            | 564,094 | 
|                                             | Other payroll related expenses      |   |            | 54,386  |      |   |            | 48,818  |  |   |            | 51,484  | 
|                                             | General and administrative expenses |   |            | 156,526 |      |   |            | 185,126 |  |   |            | 223,036 | 
|                                             |                                     |   |            |         |      |   |            |         |  |   |            |        
|Net lease revenue                            |                                     | $ | 7,046,605  |         |      | $ | 7,581,717  |         |  | $ | 10,272,079 |        
|                                             |                                     |   |            |         |      |   |            |         |  |   |            |        

27



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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Financial Statements



|(7) |  | Compensation to General Partner and its Affiliates                                                                                                                                                                                                                                                                                                                                                                                            | 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   
|    |  | Base management fees are equal to 7% of gross lease revenues attributable to
operating leases pursuant to the Partnership Agreement. 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: | 

|                                   |  |      |           |      |  |      |           |  |  |   |           | 
|---------------------------------- |  | ---- | --------- | ---- |  | ---- | --------- |  |  | - | --------- | 
|                                   |  | 2002 |           | 2001 |  | 2000
|                                   |  |      |           |      |  |     
|Base management fees               |  | $    | 851,979   |      |  | $    | 927,711   |  |  | $ | 1,110,439 | 
|Reimbursed administrative expenses |  |      | 708,207   |      |  |      | 715,233   |  |  |   | 838,614   | 
|                                   |  |      |           |      |  |      |           |  |  |   |           | 
|                                   |  | $    | 1,560,186 |      |  | $    | 1,642,944 |  |  | $ | 1,949,053 | 
|                                   |  |      |           |      |  |      |           |  |  |   |           | 



|(8) |  | Limited Partners Capital                                                                                                                                                                                                                                                                                                                                           | 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   
|    |  | Cash distributions made to the limited partners during 2002, 2001 and 2000
included distributions of proceeds from equipment sales in the amount of
$506,568, $327,781 and $ 0, 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, 2002, 2001
and 2000 was $10, $11, and $12, respectively. This is calculated by
dividing the limited partners capital at the end of each year by 7,151,569
the total number of limited partnership units.                                                                                           | 

28



---



##### 



Item 9.      Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure

Inapplicable.

29



---



##### 



PART III

Item 10.      Directors and Executive Officers of the Registrant

The Registrant, as such, has no officers or directors, but is managed by
CCC, the general partner. The officers and directors of CCC at February 28,
2003, are as follows:

|                 |  |                                                      
|---------------- |  | -----------------------------------------------------
|Name             |  | Office                                               
|                 |  |                                                      
|Dennis J. Tietz  |  | President, Chief Executive Officer and Director      
|                 |  |                                                      
|John Kallas      |  | Vice President, Chief Financial Officer and Director 
|                 |  |                                                      
|Elinor A. Wexler |  | Vice President/Administration, Secretary and Director
|                 |  |                                                      
|John M. Foy      |  | Director                                             

Dennis
J. Tietz        Mr. Tietz, 50, as President and Chief Executive Officer,
is responsible for the general management of CCC. Mr. Tietz was appointed
Chief Executive Officer of The Cronos Group, indirect corporate parent of CCC,
in December 1998 and elected Chairman of the Board in March 1999. Mr. Tietz is
also President and a director of Cronos Securities Corp. From 1986 until
August 1992, Mr. Tietz was responsible for the organization, marketing and
after-market support of CCCs investment programs. Mr. Tietz was a regional
manager for CCC, responsible for various container leasing activities in the
U.S. and Europe from 1981 to 1986. Prior to joining CCC in December 1981, Mr.
Tietz was employed by Trans Ocean Leasing Corporation as Regional Manager based
in Houston, with responsibility for all leasing and operational activities in
the U.S. Gulf.

Mr. Tietz holds a B.S. degree in Business Administration from San Jose
State University and is a Registered Securities Principal with the NASD.

John
Kallas           Mr. Kallas, 40, was elected Vice President, Chief Financial
Officer of CCC in November, 2000. Mr. Kallas also joined the Board of
Directors of CCC in November, 2000. Mr. Kallas has been employed by CCC since
1989, and is responsible for managed container investment programs, treasury,
and CCCs financial operations. Mr. Kallas has held various accounting
positions since joining Cronos including Controller, Director of Accounting and
Corporate Accounting Manager. From 1985 to 1989, Mr. Kallas was an accountant
with KPMG Peat Marwick, San Francisco.

Mr. Kallas holds a Masters degree in Finance and Business Administration
from St. Marys College, a B.S. degree in Business Administration/Accounting
from the University of San Francisco and is a certified public accountant.

Elinor
A. Wexler   Ms. Wexler, 54, was elected Vice President -
Administration and Secretary of CCC in August 1992. Ms. Wexler joined the
Board of Directors of CCC in June 1997. Ms. Wexler has been employed by CCC
since 1987, and is responsible for investor services, compliance and securities
registration. From 1983 to 1987, Ms. Wexler was Manager of Investor Services
for The Robert A. McNeil Corporation, a real estate syndication company, in San
Mateo, California. From 1971 to 1983, Ms. Wexler held various positions,
including securities trader and international research editor, with Nikko
Securities Co., International, based in San Francisco.

Ms. Wexler attended the University of Oregon, Portland State University
and the Hebrew University of Jerusalem, Israel. Ms. Wexler is also Vice
President and Secretary of Cronos Securities Corp. and a Registered Principal
with the NASD.

John
M. Foy      Mr. Foy, 57, was elected to the Board of Directors of CCC in
April 1999. See key management personnel of the Leasing Company for further
information.

30



---



##### 



The key management personnel of the Leasing Company and its affiliates at
February 28, 2003, were as follows:

|                 |  |                                                     
|---------------- |  | ----------------------------------------------------
|Name             |  | Title                                               
|                 |  |                                                     
|Peter J. Younger |  | Chief Operating Officer/Chief Financial Officer     
|                 |  |                                                     
|John M. Foy      |  | Senior Vice President/Americas                      
|                 |  |                                                     
|Nico Sciacovelli |  | Senior Vice President/Europe, Middle East and Africa
|                 |  |                                                     
|John C. Kirby    |  | Senior Vice President/Operations                    

Peter
J. Younger      Mr. Younger, 46, was elected to the Board of Directors of
The Cronos Group on January 13, 2000. Mr. Younger will serve as a director
until the 2004 annual meeting and his successor is elected and takes office.
Mr. Younger was appointed as Chief Operating Officer of The Cronos Group on
August 4, 2000, and its Chief Financial Officer in March 1997. From 1991 to
1997, Mr. Younger served as Vice President of Finance for the Leasing Company,
located in the UK. From 1987 to 1991 Mr. Younger served as Vice President and
Controller for CCC in San Francisco. Prior to 1987, Mr. Younger was a
certified public accountant and a principal with the accounting firm of
Johnson, Glaze and Co. in Salem, Oregon. Mr. Younger holds a B.S. degree in
Business Administration from Western Baptist College, Salem, Oregon.

John
M. Foy      Mr. Foy, 57, is directly responsible for the Leasing Companys
lease marketing and operations in North America, Central America, and South
America, and is based in San Francisco. From 1985 to 1993, Mr. Foy was Vice
President/Pacific with responsibility for dry cargo container lease marketing
and operations in the Pacific Basin. From 1977 to 1985 Mr. Foy was Vice
President of Marketing for Nautilus Leasing Services in San Francisco with
responsibility for worldwide leasing activities. From 1974 to 1977, Mr. Foy
was Regional Manager for Flexi-Van Leasing, a container lessor, with
responsibility for container leasing activities in the Western United States.
Mr. Foy holds a B.A. degree in Political Science from University of the
Pacific, and a Bachelor of Foreign Trade from Thunderbird Graduate School of
International Management.

Nico
Sciacovelli      Mr. Sciacovelli, 53, was elected Senior Vice President -
Europe, Middle East and Africa in June 1997. Mr. Sciacovelli is directly
responsible for the Leasing Companys lease marketing and operations in Europe,
the Middle East and Africa and is based in Italy. Since joining Cronos in
1983, Mr. Sciacovelli served as Area Director and Area Manager for Southern
Europe. Prior to joining Cronos, Mr. Sciacovelli was a Sales Manager at
Interpool Ltd.

John
C. Kirby      Mr. Kirby, 49, is responsible for container purchasing,
contract and billing administration, container repairs and leasing-related
systems, and is based in the United Kingdom. Mr. Kirby joined CCC in 1985 as
European Technical Manager and advanced to Director of European Operations in
1986, a position he held with CCC, and later the Leasing Company, until his
promotion to Senior Vice President/Operations of the Leasing Company in 1992.
From 1982 to 1985, Mr. Kirby was employed by CLOU Containers, a container
leasing company, as Technical Manager based in Hamburg, Germany. Mr. Kirby
acquired a professional engineering qualification from the Mid-Essex Technical
College in England.

Section 16(a) Beneficial Ownership Reporting Compliance

The Registrant has followed the practice of reporting acquisitions and
dispositions of the Registrants units of limited partnership interests by CCC,
its general partner. As CCC did not acquire or dispose of any of the
Registrants units of limited partnership interests during the fiscal year
ended December 31, 2002, no reports of beneficial ownership under Section 16(a)
of the Securities Exchange Act of 1934, as amended, were filed with the SEC.

31



---



##### 



Item 11.      Executive Compensation

Partnership distributions are paid to its partners (general and limited)
from distributable cash from operations, allocated 95% to the limited partners
and 5% to the general partner. Distributions of sales proceeds are allocated
99% to the limited partners and 1% to the general partner. 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 the general partner.

The Registrant will not pay or reimburse CCC or the Leasing Company for
any remuneration payable by them to their executive officers, directors or any
other controlling persons. However, the Registrant will reimburse the general
partner and the Leasing Company for certain services pursuant to the
Partnership Agreement. These services include but are not limited to (i)
salaries and related salary expenses for services which could be performed
directly for the Registrant by independent parties, such as legal, accounting,
transfer agent, data processing, operations, communications, duplicating and
other such services; (ii) performing administrative services necessary to the
prudent operations of the Registrant.

The following table sets forth the fees the Registrant paid (on a cash
basis) to CCC or the Leasing Company (CCL) for the year ended December 31,
2002.

| |    |      |  |                                                                                                                                                                                                                       |   |               |         | 
| | -- | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------- | ------- | 
| |    |      |  |                                                                                                                                                                                                                       |   | Cash Fees and
| |    | Name |  | Description                                                                                                                                                                                                           |   | Distributions
| |    |      |  |                                                                                                                                                                                                                       |   |              
| | 1) | CCL  |  | Base management fees - equal to 7% of
gross leaserevenues attributable to
operating leases pursuant to Section4.3
of the Limited Partnership Agreement                                                                |   | $             | 885,900 | 
| | 2) | CCC  |  | Reimbursed administrative expenses equal
to the costsexpended by CCC and its
affiliates for services necessary tothe
prudent operation of the Registrant
pursuant to Section4.4 of the Limited
Partnership Agreement |   | $             | 97,703  | 
| |    | CCL  |  |                                                                                                                                                                                                                       | $ | 609,256       |        
| | 3) | CCC  |  | Interest in Fund - 5% of distributions of
distributable cashfor any quarter
pursuant to Section 6.1 of the Limited
Partnership Agreement                                                                              |   | $             | 325,057 | 

32



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##### 



Item 12.      Security Ownership of
Certain Beneficial Owners and Management - (Continued)



| | (a) |  | Security Ownership of Certain Beneficial Owners
| | --- |  | -----------------------------------------------

There is no person or group of persons known to the management of CCC to
be the beneficial owner of more than five percent of the outstanding units of
limited partnership interests of the Registrant.



| | (b) |  | Security Ownership of Management
| | --- |  | --------------------------------

The Registrant has no directors or officers. It is managed by CCC. CCC
owns five units, representing 0.00007% of the total amount of units
outstanding.



| | (c) |  | Changes in Control
| | --- |  | ------------------

Inapplicable.

Item 13.      Certain Relationships and Related Transactions



| | (a) |  | Transactions with Management and Others
| | --- |  | ---------------------------------------

The Registrants only transactions with management and other related
parties during 2002 were limited to those fees paid or amounts committed to be
paid (on an annual basis) to CCC, the general partner, and its affiliates. See
Item 11, Executive Compensation, herein.



| | (b) |  | Certain Business Relationships
| | --- |  | ------------------------------

Inapplicable.



| | (c) |  | Indebtedness of Management
| | --- |  | --------------------------

Inapplicable.



| | (d) |  | Transactions with Promoters
| | --- |  | ---------------------------

Inapplicable.

Item 14.      Controls and Procedures

The principal executive and principal financial officers of CCC have
evaluated the disclosure controls and procedures of the Registrant within 90
days prior to the filing of this annual report. As used herein, the term
disclosure controls and procedures has the meaning given to the term by Rule
13a-14 under the Securities Exchange Act of 1934, as amended (Exchange Act),
and includes the controls and other procedures of the Registrant that are
designed to ensure that information required to be disclosed by the Registrant
in the reports that it files with the SEC under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SECs rules and forms. Based upon their evaluation, the principal executive
and principal financial officers of CCC have concluded that the Registrants
disclosure controls and procedures provide reasonable assurance that the
information required to be disclosed by the Registrant in this report is
recorded, processed, summarized and reported within the time periods specified
in the SECs rules and forms applicable to the preparation of this report.

There have been no significant changes in the Registrants internal
controls or in other factors that could significantly affect the Registrants
internal controls subsequent to the evaluation described above conducted by
CCCs principal executive and financial officers.

33



---



##### 



PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

| |  |       |  |                                                                                       |  |                                                                                        |  |  |    |      |  | 
| |  | ----- |  | ------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  |  | -- | ---- |  | 
| |  |       |  |                                                                                       |  |                                                                                        |  |  |    | Page
| |  |       |  |                                                                                       |  |                                                                                        |  |  |    |     
| |  | (a)1. |  | Financial Statements                                                                  |  |                                                                                        |  | 
| |  |       |  |                                                                                       |  | Independent
Auditors Report                                                           |  |  | 18 |     
| |  | (a)2. |  | The following financial statements of the Registrant are included in Part II, Item 8: |  |                                                                                        |  | 
| |  |       |  |                                                                                       |  | Balance Sheets  as of December 31, 2002 and 2001                                      |  |  | 19 |     
| |  |       |  |                                                                                       |  | Statements of Operations  for the years ended December 31, 2002, 2001 and 2000        |  |  | 20 |     
| |  |       |  |                                                                                       |  | Statements of
Partners Capital  for the years ended December 31, 2002, 2001 and 2000 |  |  | 21 |     
| |  |       |  |                                                                                       |  | Statements of Cash Flows  for the years ended December 31, 2002, 2001 and 2000        |  |  | 22 |     
| |  |       |  |                                                                                       |  | Notes to Financial Statements                                                          |  |  | 23 |     

All schedules are omitted as the information is not required or the
information is included in the financial statements or notes thereto.

34



---



##### 



(a)3. Exhibits

|        |  |                                                                                                                   |  |                 
|------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ----------------
|Exhibit |  |                                                                                                                   |  |                 
|No.     |  | Description                                                                                                       |  | Method of Filing
|        |  |                                                                                                                   |  |                 
|3(a)    |  | Limited Partnership Agreement of the Registrant,
amended and restated as of September 12, 1988                    |  | *               
|        |  |                                                                                                                   |  |                 
|3(b)    |  | Certificate of Limited Partnership of the Registrant                                                              |  | **              
|        |  |                                                                                                                   |  |                 
|10      |  | Form of Leasing Agent Agreement with Cronos
Containers Limited                                                    |  | ***             
|        |  |                                                                                                                   |  |                 
|99.1    |  | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |  | ****            
|        |  |                                                                                                                   |  |                 
|99.2    |  | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |  | ****            



|(b) |  | Reports on Form 8-K                                                                             | 
|--- |  | ----------------------------------------------------------------------------------------------- | 
|   
|    |  | No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 2002. | 



---

|*    |  | Incorporated by reference to Exhibit A to the Prospectus of the
Registrant 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)                                                                                                                                                                                                                                                        
|    
|**** |  | These two certifications, required by Section 906 of the Sarbanes-Oxley
Act of 2002, other than as required by Section 906, are not deemed to be
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.

35



---



##### 



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

| |                                    |  |                                                                                                          
| | ---------------------------------- |  | ---------------------------------------------------------------------------------------------------------
| | CRONOS GLOBAL INCOME FUND XV, L.P.
|
| | By                                 |  | Cronos Capital Corp.
The General Partner                                                                 
|
| | By                                 |  | /s/ Dennis J. Tietz                                                                                      
| |                                   
| |                                    |  | Dennis J. Tietz
President and Director of Cronos Capital Corp. (CCC)
Principal Executive Officer of CCC

Date: March 25, 2003

Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Cronos
Capital Corp., the managing general partner of the Registrant, in the
capacities and on the dates indicated:



|                                      |  |                                                                                                                          |  |               
|------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | --------------
|Signature                             |  | Title                                                                                                                    |  | Date          
|                                      |  |                                                                                                                          |  |               
|/s/ Dennis J. Tietz
Dennis J. Tietz   |  | President and Director of
 Cronos Capital Corp.(CCC) (Principal Executive Officer of CCC)                              |  | March 25, 2003
|                                      |  |                                                                                                                          |  |               
|/s/ John Kallas
John Kallas           |  | Chief Financial Officer and
Director of
Cronos Capital Corp. (CCC)
(Principal Financial and
Accounting Officer of CCC) |  | March 25, 2003
|                                      |  |                                                                                                                          |  |               
|/s/ Elinor A. Wexler
Elinor A. Wexler |  | Vice President-Administration,
Secretary and Director of
Cronos Capital Corp.                                            |  | March 25, 2003

Supplemental Information

The Registrants annual report will be furnished to its limited partners
on or about April 30, 2003. Copies of the annual report will be concurrently
furnished to the Commission for information purposes only, and shall not be
deemed to be filed with the Commission.



---



##### 



Cronos Global Income Fund XV

CERTIFICATIONS

(Exchange Act Rule 13a-14)


I, Dennis J. Tietz, certify that:

1. I have reviewed this annual report on Form 10-K of Cronos Global
Income Fund XV (the Registrant);

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

4. The other certifying officer of Cronos Capital Corp. (CCC), the
General Partner of the Registrant, and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the Registrant and we have:

(a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant is made known to us by others
within CCC, particularly during the period in which this annual report is being
prepared;

(b) evaluated the effectiveness of the Registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. CCCs other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrants auditors and the Board of Directors of
CCC:

(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to record,
process, summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal controls;
and

6. CCCs other certifying officer of CCC and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

/s/ DENNIS J TIETZ

Dennis J Tietz
President and Chief Executive Officer of CCC



---



##### 



Cronos Global Income Fund XV

CERTIFICATIONS
(Exchange Act Rule 13a-14)

I, John Kallas, certify that:

1. I have reviewed this annual report on Form 10-K of Cronos Global
Income Fund XV (the Registrant);

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

4. The other certifying officer of Cronos Capital Corp. (CCC), the
General Partner of the Registrant, and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the Registrant and we have:

(a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant is made known to us by others
within CCC, particularly during the period in which this annual report is being
prepared;

(b) evaluated the effectiveness of the Registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. CCCs other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrants auditors and the Board of Directors of
CCC:

(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to record,
process, summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal controls;
and

6. CCCs other certifying officer of CCC and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

/s/ JOHN KALLAS
John Kallas
Chief Financial Officer of CCC



---



##### 



Exhibit Index

|        |  |                                                                                                                   |  |                 
|------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ----------------
|Exhibit |  |                                                                                                                   |  |                 
|No      |  | Description                                                                                                       |  | Method of Filing
|        |  |                                                                                                                   |  |                 
|3(a)    |  | Limited Partnership Agreement of the Registrant,
amended and restated as of September 12, 1988                    |  | *               
|        |  |                                                                                                                   |  |                 
|3(b)    |  | Certificate of Limited Partnership of the Registrant                                                              |  | **              
|        |  |                                                                                                                   |  |                 
|10      |  | Form of Leasing Agent Agreement with Cronos
Containers Limited                                                    |  | ***             
|        |  |                                                                                                                   |  |                 
|99.1    |  | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |  | ****            
|        |  |                                                                                                                   |  |                 
|99.2    |  | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |  | ****            



| | (b) |  | Reports on Form 8-K                                                                            
| | --- |  | -----------------------------------------------------------------------------------------------
|
| |     |  | No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 2002.





---

|*    |  | Incorporated by reference to Exhibit A to the Prospectus of the
Registrant 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)                                                                                                                                                                                                                                                        
|    
|**** |  | These two certifications, required by Section 906 of the Sarbanes-Oxley
Act of 2002, other than as required by Section 906, are not deemed to be
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.