##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number 0-23886
 CRONOS GLOBAL INCOME FUND XV, L.P.
  California
(State or other jurisdiction of 
incorporation or organization)
    
    94-3186624
(I.R.S. Employer Identification No.)
     Title of each class
    
    Name of each exchange on
which registeredNot Applicable
  UNITS OF LIMITED PARTNERSHIP INTERESTS
  o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



CRONOS GLOBAL INCOME FUND XV, L.P.
 Report on Form 10-K for the Fiscal Year
Ended December 31, 2009
 TABLE OF CONTENTS
 PAGEPART I
    
    
    3Item 1   Business
    
    
    3Item 1A   Risk Factors
    
    
    10Item 1B   Unresolved Staff Comments
    
    
    13Item 2   Properties
    
    
    13Item 3   Legal Proceedings
    
    
    13Item 4   Reserved
    
    
    13PART II
    
    
    14Item 5   Market for the Partnerships Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    14Item 6   Selected Financial Data
    
    
    15Item 7   Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 7A   Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 8   Financial Statements and Supplementary Data
    
    
    22Item 9   Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    36Item 9A   Controls and Procedures
    
    
    36Item 9A(T)   Controls and Procedures
    
    
    36Item 9B   Other Information
    
    
    36PART III
    
    
    37Item 10   Directors, Executive Officers and Corporate Governance
    
    
    37Item 11   Executive Compensation
    
    
    40Item 12   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    41Item 13   Certain Relationships and Related Transactions, and Director Independence
    
    
    41Item 14   Principal Accountant Fees and Services
    
    
    42PART IV
    
    
    43Item 15   Exhibits and Financial Statement Schedules
    
    
    43EX-31.1EX-31.2EX-32
  2




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PART I
 
 Item 1. Business
    Percentage ofAmount
    
    Gross ProceedsGross Subscription Proceeds
    
    $
    143,031,380
    
    
    
    100.0
    %Public Offering Expenses:Underwriting Commissions
    
    $
    14,303,138
    
    
    
    10.0
    %Offering and Organization Expenses
    
    $
    2,977,551
    
    
    
    2.1
    %Total Public Offering Expenses
    
    $
    17,280,689
    
    
    
    12.1
    %Net Proceeds
    
    $
    125,750,691
    
    
    
    87.9
    %Acquisition Fees
    
    $
    5,918,588
    
    
    
    4.1
    %Working Capital Reserve
    
    $
    1,460,334
    
    
    
    1.0
    %Gross Proceeds Invested in Equipment
    
    $
    118,371,769
    
    
    
    82.8
    %
     3




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Benefits of Leasing
  
    
    Leasing provides shipping lines with the flexibility to respond to rapidly changing
market opportunities as they arise without relying exclusively on their own containers;
    
    Leasing allows shipping lines to respond to changing seasonal and trade route demands,
thereby optimizing their capital investment and minimizing storage costs;
    
    Leasing enables shipping lines to expand their trade routes and market shares at a
relatively low cost without making a permanent commitment to support their new structure;
    
    Leasing allows the shipping lines to utilize the equipment they need without having to
make large capital expenditures;
    
    Leasing offers a shipping line an alternative source of financing in a traditionally
capital-intensive industry; and
 4




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
    
    Leasing allows shipping lines to benefit from the relationships between container
manufacturers and leasing companies.
 Fleet Profile
  Ò Ò
    Dry Cargo
    
    
    RefrigeratedContainers
    
    
    Containers
    
    
    Tank Containers
    
    
    TotalContainer on lease:Master lease
    
    
    9,629
    
    
    
    10
    
    
    
    75
    
    
    
    9,714Term leaseShort term1
    
    
    830
    
    
    
    14
    
    
    
    38
    
    
    
    882Long term2
    
    
    4,341
    
    
    
    1
    
    
    
    32
    
    
    
    4,3745,171
    
    
    
    15
    
    
    
    70
    
    
    
    5,256Subtotal
    
    
    14,800
    
    
    
    25
    
    
    
    145
    
    
    
    14,970Containers off-hire
    
    
    1,775
    
    
    
    16
    
    
    
    41
    
    
    
    1,832Total container fleet
    
    
    16,575
    
    
    
    41
    
    
    
    186
    
    
    
    16,802
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or
that may expire in 2010.2.
    
    Long term leases represent term leases that will expire after 2010.  Types of Leases
  
    
    Master leases.Master leases provide customers with flexibility by allowing them to
pick up containers where and when required on pre-agreed terms, subject to restrictions
and availability. Master leases also define the number of containers that may be
returned within each calendar month, the permitted return locations and applicable
drop-off charges. Due to the increased flexibility they offer, master leases usually
command higher per-diem rates and generate more ancillary revenue (including pick-up,
drop-off, handling and off-hire revenue) than term leases. The commercial terms of
master leases are usually negotiated or renewed annually.
 5




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
    
    Term leases.Term leases are for a fixed quantity of containers for a fixed period
of time, typically ranging from three to five years. In most cases, containers cannot
be returned prior to the expiration of the lease. Some term lease agreements contain
early termination penalties that apply in the event of early redelivery. Term leases
provide greater revenue stability to the lessor, but usually at lower lease rates than
master leases. Ocean carriers use term leases to lower their operating costs when they
have a need for an identified number of containers for a specified term.
    
    Sales-type leases and direct finance leases.Sales-type leases and direct finance
leases are long-term in nature, usually ranging from three to seven years, and require
relatively low levels of customer service. They ordinarily require fixed payments over
a defined period and provide customers with an option to purchase the subject
containers at the end of the lease term. Per-diem rates include an element of
repayment of capital and therefore are usually higher than rates charged under either
term or master leases.
      Customers
  Credit Controls
   6




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Repair and Maintenance
   Disposition of Used Containers
  Operations
     7




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Insurance
  Competition
     Environmental Matters
  8




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Employees
     2009
    
    2008
    
    2007Dry cargo containers
    
    $
    2,937,457
    
    
    $
    4,350,690
    
    
    $
    5,648,238Refrigerated containers
    
    
    63,784
    
    
    
    224,535
    
    
    
    482,719Tank containers
    
    
    509,056
    
    
    
    584,742
    
    
    
    602,016Total
    
    $
    3,510,297
    
    
    $
    5,159,967
    
    
    $
    6,732,973
     9




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




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




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Specialized containers could experience potential mechanical, obsolescence and other risks.
  Environmental liability may adversely affect the Partnerships business and financial
situation.
  Affiliates of the Leasing Company may not have adequate resources to pay container
manufacturers for equipment purchased for resale.
  There are political, economic and business risks inherent in the global business environment.
  
    
    Political and economic instability;
    
    Increases in maintenance expenses, taxes, third party fees and other expenses
attributable to the operation and the maintenance of the containers that cannot be offset
by increased lease revenues from the containers;
    
    Fluctuations in supply and demand for containers resulting from, among other things,
obsolescence, changes in the methods or economics of a particular mode of transportation
or changes in governmental regulations or safety standards;
    
    Restrictions on the movement of capital;
    
    The imposition of new direct and indirect taxes in jurisdictions in which the Leasing
Agent trades;
    
    The effects of strikes and labor disputes; and
    
    Terrorist acts, conflicts and wars.
 Risk Associated with the Operations of an Equipment Leasing Business in Partnership Form
 There is no assurance of successful operations.
  The Partnership has a high degree of reliance on CCC and the Leasing Agent.
  The Partnership is dependent on key personnel in CCC and the Leasing Agent.
  12




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There is a lack of liquidity for Partnership units.
  The Limited Partners have limited voting rights.
  Limited liability is not clearly established.
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
  Containers
    
    Quantity (Units)Dry Cargo  20 Foot
    
    
    7,837Dry Cargo  40 Foot
    
    
    3,275Dry Cargo  40 Foot High-Cube
    
    
    1,094Refrigerated  20 Foot
    
    
    19Refrigerated  40 Foot High-Cube
    
    
    11Tanks
    
    
    186
   
 Item 3. Legal Proceedings
  
 Item 4. Reserved
 13




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PART II
 
 Item 5. Market for the Partnerships Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
                     14




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Item 6. Selected Financial Data
 Year Ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Net lease revenue
    
    $
    2,182,043
    
    
    $
    3,968,894
    
    
    $
    5,118,881
    
    
    $
    6,749,688
    
    
    $
    8,494,710Net income
    
    $
    1,053,762
    
    
    $
    1,148,674
    
    
    $
    1,324,243
    
    
    $
    1,667,269
    
    
    $
    2,432,121Limited partners share of net
income (per unit basis)
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.10
    
    
    $
    0.13
    
    
    $
    0.21Cash distributions per unit of
limited partnership interest
    
    $
    0.87
    
    
    $
    1.11
    
    
    $
    1.40
    
    
    $
    1.84
    
    
    $
    1.91At year-end:Total assets
    
    $
    8,404,227
    
    
    $
    13,761,598
    
    
    $
    20,792,932
    
    
    $
    29,800,002
    
    
    $
    41,715,710Partners capital
    
    $
    8,404,227
    
    
    $
    13,761,598
    
    
    $
    20,792,932
    
    
    $
    29,800,002
    
    
    $
    41,715,710
 15




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




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Dry Cargo Containers
    
    
    Refrigerated Containers
    
    
    Tank Containers
    
    
    TotalTEU
    
    
    %
    
    
    TEU
    
    
    %
    
    
    TEU
    
    
    %
    
    
    TEU
    
    
    %Total purchases
    
    
    48,306
    
    
    
    100
    %
    
    
    663
    
    
    
    100
    %
    
    
    229
    
    
    
    100
    %
    
    
    49,198
    
    
    
    100
    %Less disposals
    
    
    31,731
    
    
    
    66
    %
    
    
    622
    
    
    
    94
    %
    
    
    43
    
    
    
    19
    %
    
    
    32,396
    
    
    
    66
    %Remaining fleet at December 31, 2009
    
    
    16,575
    
    
    
    34
    %
    
    
    41
    
    
    
    6
    %
    
    
    186
    
    
    
    81
    %
    
    
    16,802
    
    
    
    34
    %
  Market & Industry Overview
     17




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2009
    
    
    2008
    
    
    2007Fleet size (measured in TEUs)Dry cargo containers
    
    
    19,521
    
    
    
    23,989
    
    
    
    28,327Refrigerated containers
    
    
    54
    
    
    
    212
    
    
    
    356Tank containers
    
    
    192
    
    
    
    195
    
    
    
    198Utilization rates for combined fleetAverage for the period
    
    
    88
    %
    
    
    96
    %
    
    
    95
    %At end of period
    
    
    89
    %
    
    
    94
    %
    
    
    96
    %
  Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008
   
    
    a 21% reduction in the size of the container fleet (measured in TEUs) as equipment
that was redelivered by customers was sold;
    
    a decline in the levels of net lease revenues, resulting from the combined effect of
the reduction in the size of the fleet, lower utilization and lease per-diem levels,
and increased direct operating expenses; and
    
    a decrease in depreciation expense as a result of the declining fleet size.
 Analysis & Discussion
 Net lease revenue
 
    
    a $1,649,670 reduction in gross lease revenue, of which approximately 47% was
attributable to a reduction in the size of the Partnerships fleet and 53% was
attributable to the combined effect of both lower utilization rates and dry cargo
container per-diem rental rates;
    
    a $330,916 increase in direct operating expenses as both activity-related and
inventory-related expenses increased in line with the level of containers off-hired by
the shipping lines.
 Depreciation expense
 Other general and administrative expenses
 Net gain on disposal of equipment
 18




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Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007
   
    
    a 17% reduction in the size of the container fleet as equipment that was redelivered
by customers was sold;
    
    a decline in net lease revenue as a result of the reduction in the size of the
fleet; and
    
    an increased gain recorded on the disposal of equipment.
 Analysis & Discussion
 Net lease revenue
 
    
    a $1,546,471 decline in gross lease revenue, reflecting the Partnerships smaller
fleet size and a 5% decline in the average dry cargo per-diem rental rate, as a result
of the renegotiation of expiring master and term leases with existing customers;
    
    a $200,054 reduction in direct operating expenses as activity-related and
inventory-related expenses declined because of lower inventories of off-hire
containers, partly offset the decline in gross lease revenue.
 Depreciation expense
 Other general and administrative expenses
 Net gain on disposal of equipment
 Liquidity and Capital Resources
    19




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




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Inflation
  The Cronos Group
    21




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




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
  23




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CRONOS GLOBAL INCOME FUND XV, L.P.
 Balance Sheets
 
 December 31, 2009 and 2008
 2009
    
    
    2008AssetsCurrent assets:Cash
    
    $
    2,103,099
    
    
    $
    2,520,880Net lease receivables due from Leasing Agent
    
    
    370,401
    
    
    
    962,046Sales-type lease receivable, due from Leasing Agent within one year, net
    
    
    22,198
    
    
    
    72,537Direct finance lease receivable, due from Leasing Agent within one year, net
    
    
    44,013
    
    
    
    45,865Total current assets
    
    
    2,539,711
    
    
    
    3,601,328Sales-type lease receivable, due from Leasing Agent after one year, net
    
    
    
    
    
    
    22,197Direct finance lease receivable, due from Leasing Agent after one year, net
    
    
    193,964
    
    
    
    35,960Container rental equipment, at cost
    
    
    41,962,519
    
    
    
    54,747,239Less accumulated depreciation
    
    
    (36,291,967
    )
    
    
    (44,645,126
    )Net container rental equipment
    
    
    5,670,552
    
    
    
    10,102,113Total assets
    
    $
    8,404,227
    
    
    $
    13,761,598Partners CapitalPartners capital:General partner
    
    $
    13,932
    
    
    $
    10,481Limited partners
    
    
    8,390,295
    
    
    
    13,751,117Total partners capital
    
    $
    8,404,227
    
    
    $
    13,761,598
  24




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CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Operations
 For the years ended December 31, 2009, 2008 and 2007
 2009
    
    
    2008
    
    
    2007Net lease revenue from Leasing Agent
    
    $
    2,182,043
    
    
    $
    3,968,894
    
    
    $
    5,118,881Other operating (expenses) income:Depreciation
    
    
    (2,425,182
    )
    
    
    (3,796,437
    )
    
    
    (4,603,854
    )Other general and administrative expenses
    
    
    (274,316
    )
    
    
    (339,261
    )
    
    
    (274,828
    )Net gain on disposal of equipment
    
    
    1,571,217
    
    
    
    1,297,465
    
    
    
    941,462(1,128,281
    )
    
    
    (2,838,233
    )
    
    
    (3,937,220
    )Income from operations
    
    
    1,053,762
    
    
    
    1,130,661
    
    
    
    1,181,661Other income:Interest income
    
    
    
    
    
    
    18,013
    
    
    
    142,582Net income
    
    $
    1,053,762
    
    
    $
    1,148,674
    
    
    $
    1,324,243Allocation of net income:General partner
    
    $
    186,759
    
    
    $
    258,378
    
    
    $
    585,604Limited partners
    
    
    867,003
    
    
    
    890,296
    
    
    
    738,639$
    1,053,762
    
    
    $
    1,148,674
    
    
    $
    1,324,243Limited partners per unit share of net income
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.10
  25




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CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Partners Capital
 For the years ended December 31, 2009, 2008 and 2007
 Limited
    
    
    GeneralPartners
    
    
    Partner
    
    
    TotalBalances at January 1, 2007
    
    $
    30,060,700
    
    
    $
    (260,698
    )
    
    $
    29,800,002Net income
    
    
    738,639
    
    
    
    585,604
    
    
    
    1,324,243Cash distributions
    
    
    (10,012,198
    )
    
    
    (319,115
    )
    
    
    (10,331,313
    )Balances at December 31, 2007
    
    $
    20,787,141
    
    
    $
    5,791
    
    
    $
    20,792,932Net income
    
    
    890,296
    
    
    
    258,378
    
    
    
    1,148,674Cash distributions
    
    
    (7,926,320
    )
    
    
    (253,688
    )
    
    
    (8,180,008
    )Balances at December 31, 2008
    
    $
    13,751,117
    
    
    $
    10,481
    
    
    $
    13,761,598Net income
    
    
    867,003
    
    
    
    186,759
    
    
    
    1,053,762Cash distributions
    
    
    (6,227,825
    )
    
    
    (183,308
    )
    
    
    (6,411,133
    )Balances at December 31, 2009
    
    $
    8,390,295
    
    
    $
    13,932
    
    
    $
    8,404,227
  26




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CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Cash Flows
 For the years ended December 31, 2008, 2007 and 2006
 2009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    1,053,762
    
    
    $
    1,148,674
    
    
    $
    1,324,243Adjustments to reconcile net income to net cash from
operating activities:Depreciation
    
    
    2,425,182
    
    
    
    3,796,437
    
    
    
    4,603,854Net gain on disposal of equipment
    
    
    (1,571,217
    )
    
    
    (1,297,465
    )
    
    
    (941,462
    )Decrease in net lease and other receivables
due from Leasing Agent
    
    
    393,653
    
    
    
    468,631
    
    
    
    254,328Total adjustments
    
    
    1,247,618
    
    
    
    2,967,603
    
    
    
    3,916,720Net cash provided by operating activities
    
    
    2,301,380
    
    
    
    4,116,277
    
    
    
    5,240,963Cash flows from investing activities:Proceeds from sale of container rental equipment
    
    
    3,691,972
    
    
    
    3,503,731
    
    
    
    4,728,290Cash flows from financing activities:Distributions to general partner
    
    
    (183,308
    )
    
    
    (253,688
    )
    
    
    (319,115
    )Distributions to limited partners
    
    
    (6,227,825
    )
    
    
    (7,926,320
    )
    
    
    (10,012,198
    )Net cash used in financing activities
    
    
    (6,411,133
    )
    
    
    (8,180,008
    )
    
    
    (10,331,313
    )Net decrease in cash
    
    
    (417,781
    )
    
    
    (560,000
    )
    
    
    (362,060
    )Cash at beginning of year
    
    
    2,520,880
    
    
    
    3,080,880
    
    
    
    3,442,940Cash at end of year
    
    $
    2,103,099
    
    
    $
    2,520,880
    
    
    $
    3,080,880
  27




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##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Notes to Financial Statements
 December 31, 2009, 2008 and 2007
 (1)
    
    Summary of Significant Accounting Policies
 (a)
    
    Nature of OprationsCronos Global Income Fund XV, L.P. (the Partnership) is a limited partnership that was
organized under the laws of the State of California on August 26, 1993, for the purpose of
owning and leasing dry and specialized marine cargo containers to ocean carriers. The
Partnership commenced operations on February 22, 1994, when the minimum subscription
proceeds of $2,000,000 were received from over 100 subscribers (excluding from such count
Pennsylvania residents, Cronos Capital Corp. (CCC), the general partner, and all
affiliates of CCC). The Partnership offered 7,500,000 units of limited partnership
interest at $20 per unit or $150,000,000. The offering terminated on December 15, 1995,
at which time 7,151,569 limited partnership units had been sold.CCC and its affiliate, Cronos Containers Limited (the Leasing Agent), manage the
business of the Partnership. CCC and the Leasing Agent also manage the container leasing
business for other partnerships affiliated with CCC.In February 2010, the Partnership completed its 16th year of operations and is in the
liquidation phase wherein CCC focuses its attention on the retirement of the remaining
equipment in the Partnerships container fleet. At December 31, 2009, approximately 34%
of the original equipment remained in the Partnerships fleet. CCC will take several
factors into consideration when examining options for the timing of the disposal of the
containers. These factors include the level of gross lease revenue generated by the
diminishing fleet, the level of costs relative to this revenue, projected disposal
proceeds on the disposition of the Partnerships containers, overall market conditions and
any foreseeable changes in other general and administrative expenses.The Partnerships operations depend on global economic and political conditions. The
Partnership believes that the profitability and risk profile of leases with foreign
customers are generally the same as those with domestic customers. The majority of the
Partnerships leases generally require all payments to be made in US dollars.(b)
    
    Cronos Ltd.The Cronos Group S.A. (CGH), a Luxembourg registered company, formerly the parent of
CCC, announced on February 28, 2007, that it had entered into an asset purchase agreement
(the Asset Purchase Agreement) with CRX Acquisition Ltd., a Bermuda exempted company
(CRX) and FB Transportation Capital LLC, a Delaware limited liability company
(FB Transportation). Under the terms of the Asset Purchase Agreement, and subject to
the conditions stated therein, CGH agreed to sell all of its assets to CRX and CRX agreed
to assume all of CGHs liabilities. FB Transportation is an affiliate of Fortis Bank S.A.
/ N.V.At a special meeting held August 1, 2007, CGHs shareholders approved the Asset Purchase
Agreement and the transactions contemplated thereunder, including CGHs dissolution and
liquidation. The sale of CGHs assets and liabilities to CRX occurred later that same day.
Promptly following the closing, CGH changed its name to CRG Liquidation Company, and CRX
changed its name to Cronos Ltd.The container leasing business of CGH has been continued by Cronos Ltd. as a private
company. Management of CGH has continued as the management of Cronos Ltd. and acquired an
equity interest in Cronos Ltd. at closing.
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##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (c)
    
    Leasing AgentThe Partnership and the Leasing Agent have entered into an agreement (the Leasing Agent
Agreement) whereby the Leasing Agent manages the leasing operations for all equipment
owned by the Partnership. In addition to responsibility for leasing and re-leasing the
equipment to ocean carriers, the Leasing Agent disposes of the containers at the end of
their useful economic life and has full discretion over which ocean carriers and suppliers
of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing
Agent to use the containers owned by the Partnership, together with other containers owned
or managed by the Leasing Agent and its affiliates, as part of a single fleet operated
without regard to ownership. The Leasing Agent Agreement generally provides that the
Leasing Agent will make payments to the Partnership based upon rentals collected from
ocean carriers after deducting direct operating expenses and management fees due both to
CCC and the Leasing Agent.The Leasing Agent leases containers to ocean carriers, generally under operating leases
which are either master leases or term leases (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 charged and recognized based upon the number of
containers used and the applicable per-diem rate. Accordingly, rentals under master
leases are all variable and contingent upon the number of containers used.Term leases are for a fixed quantity of containers for a fixed period of time, typically
varying from three to five years. In most cases, containers cannot be returned prior to
the expiration of the lease. Term lease agreements may contain early termination penalties
that apply in the event of early redelivery. Term leases provide greater revenue stability
to the lessor, usually at lower lease rates than master leases. Ocean carriers use term
leases to lower their operating costs when they have a need for an identified number of
containers for a specified term. Rentals under term leases are charged and recognized
based upon the number of containers leased, the applicable per-diem rate and the length of
the lease, irrespective of the number of days which the customer actually uses the
containers.Sales-type leases and direct finance leases are long-term in nature, usually ranging from
three to seven years, and require relatively low levels of customer service. They
ordinarily require fixed payments over a defined period and provide customers with an
option to purchase the subject containers at the end of the lease term. Per-diem rates
include an element of repayment of capital and therefore are usually higher than rates
charged under either term or master leases.(d)
    
    Concentrations of Credit RiskThe Partnerships financial instruments that are exposed to concentrations of credit risk
consist primarily of cash, cash equivalents and net lease receivables due from the Leasing
Agent. See note 3 for further discussion regarding the credit risk associated with cash
and cash equivalents.Net lease receivables due from the Leasing Agent (see notes 1(c) and 4 for discussion
regarding net lease receivables) subject the Partnership to a significant concentration of
credit risk. The net lease receipts, represent rentals collected from ocean carriers
after deducting payments for direct operating expenses and management fees, are remitted
by the Leasing Agent to the Partnership on a weekly basis.(e)
    
    Basis of AccountingThe Partnerships accounting records are maintained in US dollars and the financial
statements are prepared in accordance with accounting principles generally accepted in the
United States of America (US GAAP).
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CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (f)
    
    Use of EstimatesThe preparation of financial statements in conformity with US GAAP requires the
Partnership to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reported
period. The most significant estimates relate to the carrying value of equipment
including estimates relating to depreciable lives, residual values and asset impairments.
Actual results could differ from those estimates.(g)
    
    Allocation of Net Income or Loss, Partnership Distributions and Partners
CapitalNet income or loss has been allocated between general and limited partners in accordance
with the Partnership Agreement. The Partnership Agreement generally provides that CCC
shall at all times maintain at least a 1% interest in each item of income or loss,
including the net gain arising from the sale of containers. The Partnership Agreement
further provides that the gain arising from the sale of containers be allocated first to
the partners with capital account deficit balances in an amount sufficient to eliminate
any deficit capital account balance. Thereafter, the Partnerships gains arising from the
sale of containers are allocated to the partners in accordance with their share of sale
proceeds distributed. The Partnership Agreement also provides for income (excluding the
gain arising from the sale of containers) for any period, be allocated to CCC in an amount
equal to that portion of CCCs distributions in excess of 1% of the total distributions
made to both CCC and the limited partners of the Partnership for such period, as well as
other allocation adjustments.Actual cash distributions differ from the allocations of net income or loss between the
general and limited partners as presented in these financial statements. Partnership
distributions are paid to its partners from distributable cash from operations, allocated
95% to the limited partners and 5% to CCC. Distributions of sales proceeds are allocated
99% to the limited partners and 1% to CCC. The allocations remain in effect until such
time as the limited partners have received from the Partnership aggregate distributions in
an amount equal to their capital contributions plus an 8% cumulative, compounded (daily),
annual return on their adjusted capital contributions. Thereafter, all Partnership
distributions will be allocated 85% to the limited partners and 15% to CCC. Cash
distributions from operations to CCC in excess of 5% of distributable cash will be
considered an incentive fee and will be recorded as compensation to CCC, with the
remaining distributions from operations charged to partners capital.Upon dissolution, the assets of the Partnership will be sold and the proceeds thereof
distributed as follows: (i) all of the Partnerships debts and liabilities to persons
other than CCC or the limited partners shall be paid and discharged; (ii) all of the
Partnerships debts and liabilities to CCC and the limited partners shall be paid and
discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the
limited partners in accordance with the positive balances of CCC and the limited partners
capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal
to the lesser of the deficit balance in its capital account at the time of such
liquidation, or 1.01% of the excess of the limited partners capital contribution to the
Partnership over the capital contributions previously made to the Partnership by CCC,
after giving effect to the allocation of income or loss arising from the liquidation of
the Partnerships assets.(h)
    
    Acquisition FeesPursuant to the Partnership Agreement, acquisition fees paid to CCC were based on 5% of
the equipment purchase price. These fees were capitalized and included in the cost of the
container rental equipment.
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CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (i)
    
    Container Rental EquipmentContainer rental equipment is depreciated over a 15-year life using the straight-line
basis to a residual value of 10% of the original equipment cost. The Partnership and CCC
evaluate the period of depreciation and residual values to determine whether subsequent
events and circumstances warrant revised estimates of useful lives.In accordance with ASC 360-10-35  Accounting for the Impairment or Disposal of
Long-Lived Assets, container rental equipment is considered to be impaired if the
carrying value of the asset exceeds the expected future cash flows from related operations
(undiscounted and without interest charges). If impairment is deemed to exist, the assets
are written down to fair value. An analysis of projected future cash flows from container
operations is prepared annually or upon material changes in market conditions. The
primary variables utilized by the analysis are current and projected utilization rates,
per-diem rental rates, direct operating expenses, fleet size, container disposal proceeds
and the timing of container disposals. Additionally, the Partnership evaluates future
cash flows and potential impairment for its entire fleet rather than for each container
type or individual container. As a result, future losses could result for individual
container dispositions due to various factors, including age, condition, suitability for
continued leasing, as well as the geographical location of containers when disposed.(j)
    
    Income TaxesThe Partnership is not subject to income taxes, consequently no provision for income taxes
has been made. The Partnership files federal and state annual information tax returns,
prepared on the accrual basis of accounting. Taxable income or loss is reportable by the
partners individually.(k)
    
    Accounting Pronouncements Adopted During the PeriodOn July 1, 2009, the Financial Accounting Standards Board (FASB) established the
Accounting Standards Codification (the Codification  or ASC) as the single source of
authoritative non-governmental US GAAP. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative GAAP for SEC
registrants. The Codification is effective prospectively from July 1, 2009 and has
superseded all existing non-SEC accounting and reporting standards. All other accounting
literature not included in the Codification is non-authoritative. The Codification did not
impact the Partnerships financial position or results of operations.On April 1, 2009 the Partnership adopted new guidance issued by the FASB on subsequent
events within ASC 855  Subsequent Events. This guidance establishes general standards
of accounting for and disclosure of events that occur after the balance sheet date but
before financial statements are issued or are available to be issued. The guidance is
effective prospectively from April 1, 2009. The adoption of the guidance did not impact
the Partnerships financial position, results of operations or cash flows. The Partnership
has evaluated subsequent events to the date the financial statements were issued.
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CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (2)
    
    Operating SegmentAn operating segment is a component of an enterprise that engages in business activities from
which it may earn revenues and incur expenses, whose operating results are regularly reviewed
by the enterprises chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and about which separate financial
information is available. CCC and the Leasing Agent operate the Partnerships container fleet
as a homogeneous unit and have determined that as such, it has a single reportable operating
segment.The Partnership derives revenues from marine dry cargo, refrigerated and tank containers that
are used by its customers in global trade routes. As of December 31, 2009, the Partnership
owned 7,837 twenty-foot, 3,275 forty-foot and 1,094 forty-foot high-cube marine dry cargo
containers, as well as 19 twenty-foot and 11 forty-foot high-cube refrigerated containers, and
186 tanks. A summary of gross lease revenue earned by each Partnership container type for the
years ended December 31, 2009, 2008 and 2007 follows:
 2009
    
    
    2008
    
    
    2007Dry cargo containers
    
    $
    2,937,457
    
    
    $
    4,350,690
    
    
    $
    5,648,238Refrigerated containers
    
    
    63,784
    
    
    
    224,535
    
    
    
    482,719Tank containers
    
    
    509,056
    
    
    
    584,742
    
    
    
    602,016Total
    
    $
    3,510,297
    
    
    $
    5,159,967
    
    
    $
    6,732,973
 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, the Partnership believes that it does
not possess discernible geographic reporting segments.
 The Partnership does not believe that its ongoing business is dependent upon a single
sub-lessee of the Leasing Agent, although the loss of one or more of the Leasing Agents
sub-lessees could have an adverse effect upon its business. The following sub-lessees of the
Leasing Agent each generated more than 10% of gross lease revenue earned on the Partnerships
equipment. During 2009, Mediterranean Shipping Company S.A. (MSC) generated approximately
25%, or $889,063 of gross lease revenue, and Hapag-Lloyd AG generated approximately 15%, or
$543,207 of gross lease revenue, respectively. During 2008, MSC generated approximately 18%, or
$916,982 of gross lease revenue, and Hapag-Lloyd AG generated approximately 11%, or $583,423 of
gross lease revenue, respectively. During 2007, Hamburg Sudamerikanische
Dampfschifffahrts-Gesellschaft KG generated approximately 19%, or $1,315,503 of gross lease
revenue and MSC generated approximately 15%, or $994,345 of gross lease revenue, respectively.
 (3)
    
    CashAt December 31, 2009, the Partnership held its cash on deposit in an operating bank account.
The Partnership will review its investment strategy for cash balances on a periodic basis.
Cash at December 31, 2009 and 2008 was $2,103,099 and $2,520,880, respectively.
 32




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CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (4)
    
    Net Lease Receivables Due from Leasing AgentNet lease receivables at December 31, 2009 and 2008 comprised:
 December 31,
    
    
    December 31,2009
    
    
    2008Gross lease receivables
    
    $
    985,154
    
    
    $
    1,573,056Less:Direct operating payables and accrued expenses
    
    
    482,040
    
    
    
    350,154Base management fees payable
    
    
    42,263
    
    
    
    67,054Reimbursed administrative expenses
    
    
    17,329
    
    
    
    17,032Allowance for doubtful accounts
    
    
    73,121
    
    
    
    176,770614,753
    
    
    
    611,010Net lease receivables due from Leasing Agent
    
    $
    370,401
    
    
    $
    962,046
 Included within the amount of gross lease receivables are $296,053 and $584,864 in respect of
amounts owed by the Leasing Agent in relation to the disposal of containers for the years ended
December 31, 2009 and 2008, respectively.
 For the years ended December 31, 2009 and 2008, respectively, $17,491 and $57,167 were recorded
as doubtful debt expense. In addition, $121,140 and $35,015 were written-off for the years
ended December 31, 2009 and 2008, respectively.
 (5)
    
    Sales-Type Lease and Direct Finance Lease Receivables Due from Leasing Agent
 The Leasing Agent, on behalf of the Partnership, entered into lease purchase agreements
that included bargain purchase options. The Partnership classified the lease purchase
agreements as sales-type leases and direct finance leases and has recorded sales-type lease and
direct finance lease receivables. The underlying equipment had previously been classified as
container rental equipment. At December 31, 2009, the minimum future lease rentals under these
sales-type leases and direct finance leases, net of unearned income were:
 Gross Sales-Type
    
    
    Unearned Sales-
    
    
    Net Minimum FutureLease & Direct
    
    
    Type Lease &
    
    
    Sales-Type Lease &Finance Lease
    
    
    Direct Finance
    
    
    Direct Finance LeaseReceivable
    
    
    Lease Income
    
    
    Rentals2010
    
    $
    230,244
    
    
    $
    164,033
    
    
    $
    66,2112011
    
    
    180,832
    
    
    
    134,979
    
    
    
    45,8532012
    
    
    156,230
    
    
    
    90,021
    
    
    
    66,2092013
    
    
    100,262
    
    
    
    31,751
    
    
    
    68,5112014
    
    
    17,084
    
    
    
    693
    
    
    
    13,391Total
    
    $
    684,652
    
    
    $
    424,477
    
    
    $
    260,175
 (6)
    
    Damage Protection Plan
 The Leasing Agent offers a service to several customers of the Partnerships containers,
whereby the customer pays an additional rental fee and in return the Partnership undertakes to
cover the cost of certain damage repairs that are required when the container is redelivered.
The level of damage cover provided will vary according to the terms of each lease agreement.
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##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (7)
    
    Net Lease Revenue
 Net lease revenue for 2009, 2008 and 2007 comprised:
 2009
    
    
    2008
    
    
    2007Gross lease revenue
    
    $
    3,510,297
    
    
    $
    5,159,967
    
    
    $
    6,732,973Interest income from sales-type lease and direct finance lease
    
    
    70,175
    
    
    
    46,216
    
    
    
    19,6813,580,472
    
    
    
    5,206,183
    
    
    
    6,752,654Less:Direct operating expenses
    
    
    946,210
    
    
    
    615,294
    
    
    
    815,348Base management fees (note 8)
    
    
    243,354
    
    
    
    358,293
    
    
    
    465,157Reimbursed administrative expenses (note 8):Salaries
    
    
    155,136
    
    
    
    194,771
    
    
    
    245,010Other payroll related expenses
    
    
    16,302
    
    
    
    24,512
    
    
    
    38,347General and administrative expenses
    
    
    37,427
    
    
    
    44,419
    
    
    
    69,9111,398,429
    
    
    
    1,237,289
    
    
    
    1,633,773Net lease revenue
    
    $
    2,182,043
    
    
    $
    3,968,894
    
    
    $
    5,118,881
 Contingent master lease rentals earned on the Partnerships equipment approximated $2,273,268,
$3,748,452, and $4,878,793 of gross lease revenue, respectively, in the years ended December
31, 2009, 2008 and 2007, respectively.
 As at December 31, 2009, the minimum lease rentals receivable on the Partnerships equipment in
future years under non-cancelable term operating leases were:
 2010
    
    $
    2,148,7052011
    
    
    963,3682012
    
    
    405,7052013
    
    
    165,0702014
    
    
    136,224Thereafter
    
    
    804,680Total
    
    $
    4,623,752
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##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (8)
    
    Related Party Transactions
 CCC and the Leasing Agent are related parties of the Partnership.
 Base management fees are equal to 7% of the gross lease revenue earned on the Partnerships
equipment. 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 earned by CCC and the Leasing Agent for
the years indicated:
 2009

    
    

    2008
    
    
    2007Base management feesLeasing Agent
    
    $
    243,354
    
    
    $
    358,293
    
    
    $
    465,157Reimbursed administrative expensesCCC
    
    
    26,663
    
    
    
    27,390
    
    
    
    47,124Leasing Agent
    
    
    182,202
    
    
    
    236,312
    
    
    
    306,144208,865
    
    
    
    263,702
    
    
    
    353,268$
    452,219
    
    
    $
    621,995
    
    
    $
    818,425
 The following compensation was payable to CCC and the Leasing Agent at December 31, 2009
and 2008:
 2009
    
    
    2008CCC
    
    $
    2,366
    
    
    $
    1,744Leasing Agent
    
    
    57,226
    
    
    
    82,342$
    59,592
    
    
    $
    84,086
 (9)
    
    Limited Partners Capital
 Cash distributions made to the limited partners during 2009, 2008 and 2007 were as follows:
 2009
    
    
    2008
    
    
    2007Cash Distribution from Operations
    
    $
    2,830,829
    
    
    $
    4,082,353
    
    
    $
    5,125,290Cash Distribution from Sales Proceeds
    
    
    3,396,996
    
    
    
    3,843,967
    
    
    
    4,886,908Total Cash Distributions
    
    $
    6,227,825
    
    
    $
    7,926,320
    
    
    $
    10,012,198
 These distributions are used in determining Adjusted Capital Contributions as defined by the
Partnership Agreement.
 The limited partners per unit share of capital at December 31, 2009, 2008 and 2007 was $1.17,
$1.92, and $2.91, respectively. This is calculated by dividing the limited partners capital
at the end of each year by 7,151,569, the total number of outstanding limited partnership
units.
 35




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##### Table of Contents



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




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##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  Name
    
    OfficePeter J. Younger
    
    President and Chairman of the Board
of Directors of CCC, and Chief
Executive Officer of CCC and Cronos Ltd.Dennis J. Tietz
    
    Vice Chairman and Director of CCC and of Cronos Ltd.Frank P. Vaughan
    
    Vice President, Treasurer, Chief Financial Officer and Director of CCCJohn Kallas
    
    Vice President, Secretary and Director of CCC
 Peter J. Younger
  Dennis J. Tietz
   Frank P. Vaughan
 John Kallas
  37




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##### Table of Contents



Name
    
    TitleFrank P. Vaughan
    
    Director of Leasing Agent and Vice President, Chief
Financial Officer of Cronos Ltd.John C. Kirby
    
    Director of Leasing Agent and Vice President -
Atlantic Region of Cronos Ltd.Timothy W. Courtenay
    
    Director of Leasing AgentTimothy D. May
    
    Director of Leasing Agent and Vice President -
Pacific Region of Cronos Ltd.
 Frank P. Vaughan
  John C. Kirby
 Timothy W. Courtenay
 Timothy D. May
 38




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##### Table of Contents



Audit Committee
  Audit Committee Financial Expert
  Code of Ethics
  
 Section 16(a) Beneficial Ownership Reporting Compliance
  39




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##### Table of Contents



Item 11.
    
    Executive Compensation
    Cash Fees andName
    
    
    Description
    
    Distributions1
    )
    
    CCL
    
    Base management fees  equal to 7% of gross lease revenue from the leasing of
containers subject to leases whereby the
aggregate rental payments due during the
initial term of the lease are less than
the purchase price of the equipment
subject to the lease pursuant to Section
4.3 of the Limited Partnership Agreement
    
    $
    268,1452
    )
    
    CCC
CCL
    
    Reimbursed administrative expenses equal to the costs expended by CCC and its affiliates for services necessary to the
prudent operation of the Partnership
pursuant to Section 4.4 of the Limited
Partnership Agreement
    
    $
$
    26,041

182,5273
    )
    
    CCC
    
    Interest in Fund - 5% of distributions of
    
    $
    183,308distributable cash for any quarter
pursuant to Section 6.1 of the Limited
Partnership Agreement
 40




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
 Page(1
    )
    
    Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    23(2
    )
    
    The following financial statements of the Partnership are included in Part II, Item 7:Balance Sheets  as of December 31, 2009 and 2008
    
    
    24Statements of Operations  for the years ended December 31, 2009, 2008 and 2007
    
    
    25Statements of Partners Capital  for the years ended December 31, 2009, 2008 and 2007
    
    
    26Statements of Cash Flows  for the years ended December 31, 2009, 2008 and 2007
    
    
    27Notes to Financial Statements
    
    
    28
  (3)
    
    Exhibits
 Exhibit No
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement of the
Partnership, amended and restated as of
September 12, 1988
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **10
    
    Form of Leasing Agent Agreement with
Cronos Containers Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certifications
    
    Filed with this document
****
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated September
12, 1988, included as part of Registration Statement on Form S-1 (No. 33-23321)**
    
    Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No.
33-23321)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-42697)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not to be deemed filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act. 43




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##### Table of Contents



SIGNATURES
  CRONOS GLOBAL INCOME FUND XV, L.P.By
    Cronos Capital Corp.
 The General PartnerBy
    /s/ Peter J. YoungerPeter J. YoungerDate:  March 9, 2010
    
    President and Chief Executive Officer of

Cronos Capital Corp. (CCC)

Principal Executive Officer of CCC  Signature
    
    Title
    
    Date/s/ Peter J. Younger

Peter J. Younger
    
    President and Chairman of the Board of
Directors of Cronos Capital Corp. (CCC) (Principal
Executive Officer of CCC)
    
    March 9, 2010

/s/ Dennis J. Tietz

Dennis J. Tietz
    
    Vice Chairman and Director of CCC
    
    March 9, 2010/s/ Frank P. Vaughan

Frank P. Vaughan
    
    Vice President, Treasurer, Chief Financial
Officer and Director of CCC
(Principal Financial and Accounting Officer
of CCC)
    
    March 9, 2010/s/ John Kallas

John Kallas
    
    Vice President  Secretary and Director of CCC
    
    March 9, 2010
 44




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##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement of the
Partnership, amended and restated as of
September 12, 1988
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **10
    
    Form of Leasing Agent Agreement with
Cronos Containers Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certifications
    
    Filed with this document
****
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated September
12, 1988, included as part of Registration Statement on Form S-1 (No. 33-23321)**
    
    Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No.
33-23321)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-42697)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not to be deemed filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act.