##### 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, 2005
 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 classNot Applicable
    
    
    Name of each exchange onwhich registered
  UNITS OF LIMITED PARTNERSHIP INTERESTS
  o þ
 o þ
 þ o
 þ
  o o þ
 o þ




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Report on Form 10-K for the Fiscal Year
Ended December 31, 2005
 TABLE OF CONTENTS
  
 PAGEPART I
    
    
    3Item 1  Business
    
    
    3Item 1A  Risk Factors
    
    
    10Item 1B  Unresolved Staff Differences
    
    
    14Item 2  Properties
    
    
    14Item 3  Legal Proceedings
    
    
    14Item 4  Submission of Matters to a Vote of Security Holders
    
    
    14PART II
    
    
    15Item 5  Market for the Partnerships Common Equity and Related Stockholder Matters
    
    
    15Item 6  Selected Financial Data
    
    
    16Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 7A  Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 8  Financial Statements and Supplementary Data
    
    
    23Item 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    38Item 9A  Controls and Procedures
    
    
    38Item 9B  Other Information
    
    
    38PART III
    
    
    39Item 10  Directors and Executive Officers of the Partnership
    
    
    39Item 11  Executive Compensation
    
    
    42Item 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    43Item 13  Certain Relationships and Related Transactions
    
    
    43Item 14  Principal Accountant Fees and Services
    
    
    44PART IV
    
    
    45Item 15  Exhibits and Financial Statement Schedules
    
    
    45EXHIIBT 31.1EXHIIBT 31.2EXHIBIT 32
 2




---



##### Table of Contents



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




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003Dry cargo containers
    
    $
    10,294,376
    
    
    $
    11,074,600
    
    
    $
    10,416,781Refrigerated containers
    
    
    1,015,392
    
    
    
    1,289,032
    
    
    
    1,312,449Tank containers
    
    
    625,922
    
    
    
    628,824
    
    
    
    626,863Total
    
    $
    11,935,690
    
    
    $
    12,992,456
    
    
    $
    12,356,093
       4




---



##### Table of Contents



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




---



##### Table of Contents



Dry Cargo
    
    
    
    
    
    
    Refrigerated
    
    
    TankContainers
    
    
    Containers
    
    
    Containers40-Foot
    
    
    
    
    
    
    40-Foot20-Foot
    
    
    40-Foot
    
    
    High-Cube
    
    
    20-Foot
    
    
    High-Cube
    
    
    24,000-LiterContainers on lease:Master lease
    
    
    12,508
    
    
    
    3,872
    
    
    
    1,378
    
    
    
    219
    
    
    
    37
    
    
    
    122Term leaseShort term1
    
    
    1,977
    
    
    
    540
    
    
    
    151
    
    
    
    46
    
    
    
    24
    
    
    
    40Long term2
    
    
    3,543
    
    
    
    1,228
    
    
    
    186
    
    
    
    
    
    
    
    1
    
    
    
    17Sales-type lease
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    Subtotal
    
    
    18,028
    
    
    
    5,660
    
    
    
    1,715
    
    
    
    265
    
    
    
    71
    
    
    
    179Containers off lease
    
    
    1,399
    
    
    
    1,054
    
    
    
    188
    
    
    
    85
    
    
    
    11
    
    
    
    31Total container fleet
    
    
    19,427
    
    
    
    6,714
    
    
    
    1,903
    
    
    
    350
    
    
    
    82
    
    
    
    210
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or
that may expire in 2006.2.
    
    Long term leases represent term leases, the majority of which will expire between 2007
and 2010.  Types of Leases
  
    
    Master leases.Master leases are leases under which a customer may lease a certain
number of containers, as needed, under a general agreement between the lessor and the
lessee. Such leases provide customers with greater flexibility by allowing them to pick up
and drop off containers where and when needed, subject to restrictions and availability, on
pre-agreed terms. Master leases also define the number of containers that may be returned
within each calendar month, the permitted return locations and applicable drop-off charges.
Due to the increased flexibility they offer, master leases usually command higher per-diem
rates and generate more ancillary revenue (including pick-up, drop-off, handling and
off-hire fees) than term leases. Ocean carriers generally use master leases to manage trade
imbalances (where more containerized cargo moves in one direction than another) by picking
up a container in one port and dropping it off at another location after one or more legs of
a voyage. The commercial terms of master leases are usually negotiated or renewed annually.
    
    Term leases.Term leases are for a fixed period of time, typically varying from three to
five years. In most cases, containers cannot be returned prior to the expiration of the
lease. Term lease agreements may contain early termination penalties that apply in the
event of early redelivery. Term leases provide greater revenue stability to the lessor,
usually at lower lease rates than master leases. Ocean carriers use term leases to lower
their operating costs when they have a need for an identified number of containers for a
specified term.
    
    Sales-type leases.Sales-type leases are long-term in nature, usually ranging from three
to seven years, and require relatively low levels of customer service. They ordinarily
require fixed payments over a defined period and provide customers with an option to
purchase the subject containers at the end of the lease term. Per-diem
rates include an element of repayment of capital and therefore are usually higher than rates
charged under either term or master leases.
 6




---



##### Table of Contents



Customers
    Repair and Maintenance
   Disposition of Used Containers
  7




---



##### Table of Contents



Operations
      Insurance
      8




---



##### Table of Contents



9




---



##### Table of Contents



Item 1A. Risk Factors
    Dependence of the Container Leasing Business on the Volume of World Trade and Other Factors
 10




---



##### Table of Contents



Risks of Ownership and Leasing of Special Purpose Containers
 Risk of Terrorism Involving Containers
 Other Risks of Container Leasing
 
    
    general economic conditions, such as inflation and fluctuations in general business
conditions;
    
    fluctuations in supply and demand for containers resulting from, among other things,
obsolescence, changes in the methods or economics of a particular mode of transportation or
changes in governmental regulations or safety standards;
    
    increases in maintenance expenses, taxes, insurance costs, third party fees and other
expenses attributable to the operation and the maintenance of the containers that cannot be
offset by increased lease revenues from the containers;
    
    the risk of uninsured losses with respect to the containers or insured losses for which
insurance proceeds are inadequate, resulting in a possible loss of invested capital in and
any profits anticipated from such containers;
    
    the effects of strikes, labor disputes and foreign political unrest on the Partnerships
container leasing business;
    
    bankruptcies, contract disputes, or defaults in payment by sub-lessees of the
Partnerships containers resulting in uncollectible amounts and the accumulation of expenses
and off-lease time attributable to the recovery of containers, or the inability to recover
containers from such lessees;
    
    the possibility that sub-lessees of the Partnerships containers will elect to purchase
and own equipment rather than lease it from third parties, including the Leasing Company;
and
    
    loss of revenues and increases in storage expenses during periods when containers are not
being utilized.
 Effect of Operating Leases: Rental Payments are Insufficient to Return the Original
Investment in the Containers.
 11




---



##### Table of Contents



Residual Value of Containers
 Competition
 No Assurance of Successful Operations.
 Defaults by Lessees
 Effect of Environmental Regulation on Refrigerated Containers
 Environmental Liability Risks
 12




---



##### Table of Contents



Risk Associated with the Operations of an Equipment Leasing Business in Partnership Form
 Reliance Upon CCC and the Leasing Company.
 Dependence Upon Key Personnel.
 Conflicts of Interest
 Compensation of CCC and the Leasing Company.
 Return of Capital.
 Lack of Liquidity
 Limited Voting Rights of Limited Partners.
 Unspecified Lessees
 13




---



##### Table of Contents



Limited Liability Not Clearly Defined.
 
 Item 1B.Unresolved Staff Differences
  
 Item 2. Properties
  EstimatedUseful Life
    
    
    Average Age
    
    
    Average Cost20-Foot Dry Cargo Containers
    
    12-15 years
    
    11 years
    
    $
    2,47440-Foot Dry Cargo Containers
    
    12-15 years
    
    11 years
    
    $
    3,97540-Foot High-Cube Dry Cargo Containers
    
    12-15 years
    
    10 years
    
    $
    4,02320-Foot Refrigerated Containers
    
    12-15 years
    
    11 years
    
    $
    20,74140-Foot High-Cube Refrigerated Containers
    
    12-15 years
    
    12 years
    
    $
    24,26324,000-Liter Tanks
    
    12-20 years
    
    11 years
    
    $
    25,486
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  14




---



##### Table of Contents



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

    7,865
       15




---



##### Table of Contents



Item 6. Selected Financial Data
 Year Ended December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Net lease revenue
    
    $
    8,494,710
    
    
    $
    8,702,927
    
    
    $
    7,237,850
    
    
    $
    7,046,605
    
    
    $
    7,581,717Net income (loss)
    
    $
    2,432,121
    
    
    $
    681,203
    
    
    $
    (519,081
    )
    
    $
    (1,181,748
    )
    
    $
    (48,308
    )Net income (loss) per unit of
limited partnership interest
    
    $
    0.21
    
    
    $
    0.05
    
    
    $
    (0.07
    )
    
    $
    (0.16
    )
    
    $
    (0.05
    )Cash distributions per unit of
limited partnership interest
    
    $
    1.91
    
    
    $
    1.17
    
    
    $
    1.22
    
    
    $
    0.92
    
    
    $
    1.14At year-end:Total assets
    
    $
    41,715,710
    
    
    $
    53,507,200
    
    
    $
    61,609,258
    
    
    $
    71,296,872
    
    
    $
    79,389,081Partners capital
    
    $
    41,715,710
    
    
    $
    53,507,200
    
    
    $
    61,609,258
    
    
    $
    71,296,872
    
    
    $
    79,389,081
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    16




---



##### Table of Contents



Liquidity and Capital Resources
      17




---



##### Table of Contents



Cash from Operating Activities
 Cash from Investing Activities
 Cash from Financing Activities
 Off-Balance Sheet Arrangements
  Contractual Obligations
  Results of Operations
 Market Overview
   
    
    Activity-related expenses including agent and depot costs such as repairs, maintenance
and handling.
    
    Inventory-related expenses for off-hire containers, comprising of storage and
repositioning costs. These costs are sensitive to the quantity of off-hire containers as
well as the frequency at which containers are re-delivered.
    
    Legal and other expenses, including legal costs related to the recovery of containers and
doubtful accounts, insurance and provisions for doubtful accounts.
 18




---



##### Table of Contents



Dry Cargo
    
    
    
    
    
    
    Refrigerated
    
    
    TankContainers
    
    
    Containers
    
    
    Containers40-Foot
    
    
    
    
    
    
    40-Foot20-Foot
    
    
    40-Foot
    
    
    High-Cube
    
    
    20-Foot
    
    
    High-Cube
    
    
    24,000-LiterContainers on lease:Master lease
    
    
    12,508
    
    
    
    3,872
    
    
    
    1,378
    
    
    
    219
    
    
    
    37
    
    
    
    122Term leaseShort term1
    
    
    1,977
    
    
    
    540
    
    
    
    151
    
    
    
    46
    
    
    
    24
    
    
    
    40Long term2
    
    
    3,543
    
    
    
    1,228
    
    
    
    186
    
    
    
    
    
    
    
    1
    
    
    
    17Sales-type lease
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    18,028
    
    
    
    5,660
    
    
    
    1,715
    
    
    
    265
    
    
    
    71
    
    
    
    179Containers off lease
    
    
    1,399
    
    
    
    1,054
    
    
    
    188
    
    
    
    85
    
    
    
    11
    
    
    
    31Total container fleet
    
    
    19,427
    
    
    
    6,714
    
    
    
    1,903
    
    
    
    350
    
    
    
    82
    
    
    
    210
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or that
may expire in 2006.2.
    
    Long term leases represent term leases, the majority of which will expire between 2007 and
2010. Dry Cargo
    
    
    Refrigerated
    
    
    TankContainers
    
    
    Containers
    
    
    Containers40-Foot20-Foot
    
    
    40-Foot
    
    
    High-Cube
    
    
    20-Foot
    
    
    40-Foot
    
    
    24,000-LiterUnits
    
    
    %
    
    
    Units
    
    
    %
    
    
    Units
    
    
    %
    
    
    Units
    
    
    %
    
    
    Units
    
    
    %
    
    
    Units
    
    
    %Total purchases
    
    
    26,446
    
    
    
    100
    %
    
    
    8,751
    
    
    
    100
    %
    
    
    2,179
    
    
    
    100
    %
    
    
    463
    
    
    
    100
    %
    
    
    100
    
    
    
    100
    %
    
    
    229
    
    
    
    100
    %Less disposals
    
    
    7,019
    
    
    
    27
    %
    
    
    2,037
    
    
    
    23
    %
    
    
    276
    
    
    
    13
    %
    
    
    113
    
    
    
    24
    %
    
    
    18
    
    
    
    18
    %
    
    
    19
    
    
    
    8
    %Remaining fleet at
December 31, 2005
    
    
    19,427
    
    
    
    73
    %
    
    
    6,714
    
    
    
    77
    %
    
    
    1,903
    
    
    
    87
    %
    
    
    350
    
    
    
    76
    %
    
    
    82
    
    
    
    82
    %
    
    
    210
    
    
    
    92
    %
  2005
    
    
    2004
    
    
    2003Fleet size (measured in
twenty-foot equivalent units (TEU))Dry cargo containers
    
    
    39,888
    
    
    
    43,500
    
    
    
    44,980Refrigerated containers
    
    
    556
    
    
    
    643
    
    
    
    657Tank containers
    
    
    212
    
    
    
    219
    
    
    
    221Average utilization ratesDry cargo containers
    
    
    92
    %
    
    
    90
    %
    
    
    82
    %Refrigerated containers
    
    
    82
    %
    
    
    83
    %
    
    
    92
    %Tank containers
    
    
    90
    %
    
    
    89
    %
    
    
    85
    %
  19




---



##### Table of Contents



20




---



##### Table of Contents



Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004
 Net lease revenue
 Depreciation expense
 Other general and administrative expenses
 Impairment charge
 
    
    The age of the North American Dry Containers;
    
    The lack of demand for the North American Dry Containers;
    
    The cost to reposition the North American Dry Containers to high demand markets; and
    
    The strong North American container sale market.
  Net gain on disposal of equipment
 
    
    52 refrigerated containers impaired and targeted for sale as of December 1, 2004. A gain
of $20,715 was attributable to the sale of these 52 impaired refrigerated containers.
    
    164 North American Dry Containers impaired and targeted for sale as of June 1, 2005. A
gain of $8,432 was attributable to the sale of these 164 containers.
   21




---



##### Table of Contents



Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003
 Net lease revenue
 Depreciation expense
 Other general and administrative expenses
 Net gain (loss) on disposal of equipment
 Impairment charges
 Assets to be disposed of:
 Assets to be held and used:
 Critical Accounting Policies
 Container equipment  depreciable lives
 22




---



##### Table of Contents



Container equipment  valuation
 Allowance for doubtful accounts:
 New Accounting Pronouncements
  Inflation
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Exchange rate risk:
 
 Item 8. Financial Statements and Supplementary Data
 23




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 24




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Balance Sheets
 December 31, 2005 and 2004
 2005
    
    
    2004AssetsCurrent assets:Cash and cash equivalents, includes $4,696,949 in 2005 and
$5,473,320 in 2004 in interest-bearing accounts
    
    $
    4,711,949
    
    
    $
    5,488,320Net lease and other receivables due from Leasing Company
    
    
    1,631,833
    
    
    
    1,348,775Total current assets
    
    
    6,343,782
    
    
    
    6,837,095Container rental equipment, at cost
    
    
    96,852,435
    
    
    
    110,465,981Less accumulated depreciation
    
    
    (61,816,428
    )
    
    
    (63,905,026
    )Net container rental equipment
    
    
    35,036,007
    
    
    
    46,560,955Container rental equipment held for sale
    
    
    335,921
    
    
    
    109,150Total assets
    
    $
    41,715,710
    
    
    $
    53,507,200Partners CapitalPartners capital (deficit):General partner
    
    $
    (536,718
    )
    
    $
    (916,725
    )Limited partners
    
    
    42,252,428
    
    
    
    54,423,925Total partners capital
    
    $
    41,715,710
    
    
    $
    53,507,200
  25




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Operations
 For the years ended December 31, 2005, 2004 and 2003
 2005
    
    
    2004
    
    
    2003Net lease revenue
    
    $
    8,494,710
    
    
    $
    8,702,927
    
    
    $
    7,237,850Other operating income (expenses):Depreciation
    
    
    (6,337,360
    )
    
    
    (7,057,111
    )
    
    
    (7,277,921
    )Other general and administrative expenses
    
    
    (224,594
    )
    
    
    (206,493
    )
    
    
    (199,707
    )Net gain (loss) on disposal of equipment
    
    
    507,032
    
    
    
    2,776
    
    
    
    (296,826
    )Asset impairment loss
    
    
    (125,498
    )
    
    
    (785,685
    )
    
    
    (6,180,420
    )
    
    
    (8,046,513
    )
    
    
    (7,774,454
    )Income (loss) from operations
    
    
    2,314,290
    
    
    
    656,414
    
    
    
    (536,604
    )Other income:Interest income
    
    
    117,831
    
    
    
    24,789
    
    
    
    17,523Net income (loss)
    
    $
    2,432,121
    
    
    $
    681,203
    
    
    $
    (519,081
    )Allocation of net income (loss):General partner
    
    $
    926,242
    
    
    $
    298,977
    
    
    $
    (5,191
    )Limited partners
    
    
    1,505,879
    
    
    
    382,226
    
    
    
    (513,890
    )$
    2,432,121
    
    
    $
    681,203
    
    
    $
    (519,081
    )Limited partners per unit share of net income (loss)
    
    $
    0.21
    
    
    $
    0.05
    
    
    $
    (0.07
    )
  26




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Partners Capital
 For the years ended December 31, 2005, 2004 and 2003
 Limited
    
    
    GeneralPartners
    
    
    Partner
    
    
    TotalBalances at January 1, 2003
    
    $
    71,719,350
    
    
    $
    (422,478
    )
    
    $
    71,296,872Net loss
    
    
    (513,890
    )
    
    
    (5,191
    )
    
    
    (519,081
    )Cash distributions
    
    
    (8,760,672
    )
    
    
    (407,861
    )
    
    
    (9,168,533
    )Balances at December 31, 2003
    
    
    62,444,788
    
    
    
    (835,530
    )
    
    
    61,609,258Net income
    
    
    382,226
    
    
    
    298,977
    
    
    
    681,203Cash distributions
    
    
    (8,403,089
    )
    
    
    (380,172
    )
    
    
    (8,783,261
    )Balances at December 31, 2004
    
    
    54,423,925
    
    
    
    (916,725
    )
    
    
    53,507,200Net income
    
    
    1,505,879
    
    
    
    926,242
    
    
    
    2,446,321Cash distributions
    
    
    (13,677,376
    )
    
    
    (546,235
    )
    
    
    (14,223,611
    )Balances at December 31, 2005
    
    $
    42,252,428
    
    
    $
    (536,718
    )
    
    $
    41,729,910
  27




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Cash Flows
 For the years ended December 31, 2005, 2004 and 2003
 2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net income (loss)
    
    $
    2,432,121
    
    
    $
    681,203
    
    
    $
    (519,081
    )Adjustments to reconcile net loss to net cash from
operating activities:Depreciation
    
    
    6,337,360
    
    
    
    7,057,111
    
    
    
    7,277,921Net (gain) loss on disposal of equipment
    
    
    (507,032
    )
    
    
    (2,776
    )
    
    
    296,826Asset impairment loss
    
    
    125,498
    
    
    
    785,685
    
    
    
    Decrease (increase) in net lease and other
receivables due from Leasing Company
    
    
    89,425
    
    
    
    (121,299
    )
    
    
    161,568Total adjustments
    
    
    6,045,251
    
    
    
    7,718,721
    
    
    
    7,736,315Net cash provided by operating activities
    
    
    8,477,372
    
    
    
    8,399,924
    
    
    
    7,217,234Cash flows from investing activities:Proceeds from sale of container rental equipment
    
    
    4,957,092
    
    
    
    2,233,719
    
    
    
    1,209,725Proceeds collected on sales-type lease receivable
    
    
    12,776
    
    
    
    
    
    
    
    Net cash provided by investing activities
    
    
    4,969,868
    
    
    
    2,233,719
    
    
    
    1,209,725Cash flows from financing activitiesDistributions to general partner
    
    
    (546,235
    )
    
    
    (380,172
    )
    
    
    (407,863
    )Distributions to limited partners
    
    
    (13,677,376
    )
    
    
    (8,403,089
    )
    
    
    (8,760,670
    )Net cash used in financing activities
    
    
    (14,223,611
    )
    
    
    (8,783,261
    )
    
    
    (9,168,533
    )Net (decrease) increase in cash and cash equivalents
    
    
    (776,371
    )
    
    
    1,850,382
    
    
    
    (741,574
    )Cash and cash equivalents at beginning of year
    
    
    5,488,320
    
    
    
    3,637,938
    
    
    
    4,379,512Cash and cash equivalents at end of year
    
    $
    4,711,949
    
    
    $
    5,488,320
    
    
    $
    3,637,938Supplemental disclosures of cash flow information:Noncash investing and financing activities:Sales-type lease receivable (net of unearned income)
originating from amendment of term lease agreement
    
    $
    44,949
    
    
    $
    
    
    
    $
    
  28




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Notes to Financial Statements
 December 31, 2005, 2004 and 2003
 (1)
    
    Summary of Significant Accounting Policies
 (a)
    
    Nature of OperationsCronos 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. The Partnerships operations are subject to the
fluctuations of world economic and political conditions. The Partnership believes that
the profitability of, and risks associated with, leases to foreign customers is generally
the same as those 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 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, CCC, 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.The Partnership has completed its 11th year of operations and has entered its liquidation
phase wherein CCC focuses its attention on the retirement of the remaining equipment in
the Partnerships container fleet. At December 31, 2005, approximately 75% 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 impact of a diminishing fleet size and current market conditions
on the level of gross lease revenue, and fixed operating costs relative to this revenue.
Parallel to these considerations will be a projected increase in expenses for devoting
significant resources to the additional reporting and compliance requirements of Section
404 of the Sarbanes Oxley Act of 2002, which addresses a range of corporate governance,
disclosure, and accounting issues. These costs may include increased accounting and
administrative expenses for additional staffing and outside professional services by
accountants and consultants. These additional costs, depending on their materiality, may
reduce the Partnerships results from operations and therefore negatively affect future
distributions to the Limited Partners.(b)
    
    Leasing Company and Leasing Agent AgreementA Leasing Agent Agreement exists 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.
 29




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (b)
    
    Leasing Company and Leasing Agent Agreement (continued)The Leasing Agent Agreement generally provides that the Leasing Company will make payments
to the Partnership based upon rentals collected from ocean carriers after deducting direct
operating expenses and management fees to CCC and the Leasing Company. The Leasing
Company leases containers to ocean carriers, generally under operating leases which are
either master leases or term leases (mostly one to five years). Master leases do not
specify the exact number of containers to be leased or the term that each container will
remain on hire but allow the ocean carrier to pick up and drop off containers at various
locations, and rentals are based upon the number of containers used and the applicable
per-diem rate. Accordingly, rentals under master leases are all variable and contingent
upon the number of containers used. Most containers are leased to ocean carriers under
master leases; leasing agreements with fixed payment terms are not material to the
financial statements. Since there are no material minimum lease rentals, no disclosure of
minimum lease rentals is provided in these financial statements.(c)
    
    Concentrations of Credit RiskThe Partnerships financial instruments that are exposed to concentrations of credit risk
consist primarily of cash, cash equivalents and net lease receivables due from the Leasing
Company. See note 3 for further discussion regarding the credit risk associated with cash
and cash equivalents.Net lease receivables due from the Leasing Company (see notes 1(b) and 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 AccountingThe Partnership utilizes the accrual method of accounting. Net lease revenue is recorded
by the Partnership in each period based upon its leasing agent agreement with the Leasing
Company. Net lease revenue is generally dependent upon operating lease rentals from
operating lease agreements between the Leasing Company and its various lessees, less
direct operating expenses and management fees due in respect of the containers specified
in each operating lease agreement.(e)
    
    Use of EstimatesThe financial statements are prepared in conformity with accounting principles generally
accepted in the United States of America (GAAP), which requires the Partnership to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.The most significant estimates included within the financial statements are the container
rental equipment estimated useful lives and residual values, and the estimate of future
cash flows from container rental equipment operations, used to determine the carrying
value of container rental equipment in accordance with SFAS No. 144. Considerable
judgment is required in estimating future cash flows from container rental equipment
operations. Accordingly, the estimates may not be indicative of the amounts that may be
realized in future periods. As additional information becomes available in subsequent
periods, recognition of an impairment of the container rental equipment carrying values
may be necessary based upon changes in market and economic conditions.
 30




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (f)
    
    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 gain arising from the sale of containers. The
Partnership Agreement further provides that the gain arising from the sale of
containers be allocated first to the partners with capital account deficit balances
in an amount sufficient to eliminate any deficit capital account balance. Thereafter,
the Partnerships gains arising from the sale of containers are allocated to the
partners in accordance with their share of sale proceeds distributed. The
Partnership Agreement also provides for income (excluding the gain arising from the
sale of containers) for any period, be allocated to CCC in an amount equal to that
portion of CCCs distributions in excess of 1% of the total distributions made to
both CCC and the limited partners of the Partnership for such period, as well as
other allocation adjustments.Actual cash distributions differ from the allocations of net income or loss between the
general and limited partners as presented in these financial statements. Partnership
distributions are paid to its partners (general and limited) from distributable cash
from operations, allocated 95% to the limited partners and 5% to CCC. Distributions
of sales proceeds are allocated 99% to the limited partners and 1% to CCC. The
allocations remain in effect until such time as the limited partners have received
from the Partnership aggregate distributions in an amount equal to their capital
contributions plus an 8% cumulative, compounded (daily), annual return on their
adjusted capital contributions. Thereafter, all Partnership distributions will be
allocated 85% to the limited partners and 15% to CCC. Cash distributions from
operations to CCC in excess of 5% of distributable cash will be considered an
incentive fee and will be recorded as compensation to CCC, with the remaining
distributions from operations charged to partners capital.Upon dissolution, the assets of the Partnership will be sold and the proceeds
thereof distributed as follows: (i) all of the Partnerships debts and liabilities to
persons other than CCC or the limited partners shall be paid and discharged; (ii) all
of the Partnerships debts and liabilities to CCC and the limited partners shall be
paid and discharged; and (iii) the balance of such proceeds shall be distributed to
CCC and the limited partners in accordance with the positive balances of CCC and the
limited partners capital accounts. CCC shall contribute to the Partnership, if
necessary, an amount equal to the lesser of the deficit balance in its capital
account at the time of such liquidation, or 1.01% of the excess of the Limited
Partners capital contribution to the Partnership over the capital contributions
previously made to the Partnership by CCC, after giving effect to the allocation of
income or loss arising from the liquidation of the Partnerships assets.(g)
    
    Acquisition FeesPursuant to the Partnership Agreement, acquisition fees paid to CCC are based on 5% of the
equipment purchase price. These fees are capitalized and included in the cost of the
container rental equipment.
 31




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (h)
    
    Container Rental EquipmentContainer rental equipment is depreciated over a 15-year life using the straight-line
basis to its salvage value, estimated to be 10% of the original equipment cost.
Depreciation policies are also evaluated to determine whether subsequent events and
circumstances warrant revised estimates of useful lives.In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, container rental equipment is considered to be impaired if the carrying value of
the asset exceeds the expected future cash flows from related operations (undiscounted and
without interest charges). If impairment is deemed to exist, the assets are written down
to fair value. An analysis is prepared each quarter projecting future cash flows from
container rental equipment operations. Current and projected utilization rates, per-diem
rental rates, direct operating expenses, fleet size and container disposals are the
primary variables utilized by the analysis. Additionally, the Partnership evaluates
future cash flows and potential impairment by container type rather than for each
individual container, and as a result, future losses could result for individual container
dispositions due to various factors, including age, condition, suitability for continued
leasing, as well as the geographical location of containers when disposed.In June 2005 the Partnership recorded an impairment charge of $125,498 related to 404
forty-foot standard off-hire dry cargo containers located in North America (the North
American Dry Containers). The impairment charge was a result of CCCs and the Leasing
Company identifing a number of issues that had an impact on their carrying value.
 
    
    The age of the North American Dry Containers.
    
    The lack of regional market demand to lease the North American Dry Containers.
    
    The cost to reposition the North American Dry Containers to high demand markets.
    
    The strong North American container sale market.
  32




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (h)
    
    Container Rental Equipment (cont.)In December 2004 the Partnership recorded impairment charges related to 98 refrigerated
containers which reduced results of operations by $785,685, or approximately $0.11 per
limited partnership unit. The impairment charges were a result of CCCs and the Leasing
Companys review of the Partnerships refrigerated containers, specifically those with
machinery supplied by a particular manufacturer (the Sabroe Machinery). CCC and the
Leasing Company identified a number of issues that had an impact on the carrying value of
refrigerated containers utilizing the Sabroe Machinery at December 1, 2004:
 
    
    Lessees of these containers communicating to the Leasing Company that due to
very high operating costs incurred while leasing the containers, they intended to
return all of the leased refrigerated containers utilizing the Sabroe Machinery by
June 30, 2005.
    
    The Leasing Company s inability to obtain sufficient quantities of spare parts
within the market for required maintenance and repairs of the Sabroe Machinery, a
direct result of the Sabroe Machinery manufacturer no longer conducting business.
    
    CCC and the Leasing Companys experience regarding the Sabroe Machinerys
reliability for continued use within the lease market, and evaluation deeming the
containers to be beyond economical repair.
  Assets to be disposed of:
 Assets to be held and used:
  (i)
    
    Income TaxesThe Partnership is not subject to income taxes, consequently no provision for income taxes
has been made. The Partnership files federal and state annual information tax returns,
prepared on the accrual basis of accounting. Taxable income or loss is reportable by the
partners individually.
 33




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (j)
    
    Financial Statement PresentationThe Partnership has determined that, for accounting purposes, the Leasing Agent Agreement
is a lease, and the receivables, payables, gross revenues and operating expenses
attributable to the containers managed by the Leasing Company are, for accounting
purposes, those of the Leasing Company and not of the Partnership. Consequently, the
Partnerships balance sheets and statements of operations display the payments to be
received by the Partnership from the Leasing Company as the Partnerships receivables and
revenues.(k)
    
    New Accounting PronouncementsIn May 2005, the FASB issued SFAS No. 154  Accounting Changes and Error Corrections  a
replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS 154). SFAS 154
requires retrospective application to prior periods financial statements of a voluntary
change in accounting principle unless it is impracticable. APB No. 20 previously required
that most voluntary changes in accounting principle be recognized by including in net
income of the period of the change, the cumulative effect of changing to the new
accounting principle. SFAS 154 is effective for accounting changes and corrections of
errors in fiscal years beginning after December 15, 2005.
 (2)
    
    Operating SegmentAn operating segment is a component of an enterprise that engages in business activities from
which it may earn revenues and incur expenses, whose operating results are regularly reviewed
by the enterprises chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and about which separate financial
information is available. Management operates the Partnerships container fleet as a
homogenous unit and has determined that as such it has a single reportable operating segment.The Partnership derives revenues from marine dry cargo, refrigerated and tank containers used
by its customers in global trade routes. As of December 31, 2005, the Partnership owned 19,427
twenty-foot 6,714 forty-foot and 1,903 forty-foot high-cube marine dry cargo containers, as
well as 350 twenty-foot and 82 forty-foot high-cube refrigerated containers, and 210
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, 2005, 2004
and 2003 follows:
 2005
    
    
    2004
    
    
    2003Dry cargo containers
    
    $
    10,294,376
    
    
    $
    11,074,600
    
    
    $
    10,416,781Refrigerated containers
    
    
    1,015,392
    
    
    
    1,289,032
    
    
    
    1,312,449Tank containers
    
    
    625,922
    
    
    
    628,824
    
    
    
    626,863Total
    
    $
    11,935,690
    
    
    $
    12,992,456
    
    
    $
    12,356,093
   34




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (3)
    
    Cash and Cash EquivalentsCash equivalents include money market funds that invest in highly-liquid securities, such
as U.S. Treasury obligations, repurchase agreements secured by U.S. Treasury obligations, and
obligations whose principal and interest are backed by the U.S. Government. Cash equivalents
are carried at cost which approximates fair value, and at times, may exceed federally insured
limits. The Partnership has not experienced any losses in such accounts and believes it is not
exposed to any significant credit risk.(4)
    
    Net Lease and Other Receivables Due from Leasing CompanyNet lease and other receivables due from the Leasing Company are determined by deducting
direct operating payables and accrued expenses, base management fees payable, and reimbursed
administrative expenses payable to CCC and its affiliates from the rental billings earned by
the Leasing Company 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 and other receivables at December 31, 2005 and 2004 were as follows:
 December 31,
    
    
    December 31,2005
    
    
    2004Gross lease and other receivables
    
    $
    2,901,995
    
    
    $
    2,704,034Sales-type lease receivable (net of unearned income)
    
    
    34,153
    
    
    
    2,936,148
    
    
    
    2,704,034Less:Direct operating payables and accrued expenses
    
    
    647,270
    
    
    
    736,263Damage protection reserve
    
    
    305,327
    
    
    
    278,828Base management fees payable
    
    
    3,087
    
    
    
    85,859Reimbursed administrative expenses
    
    
    54,289
    
    
    
    61,572Allowance for doubtful accounts
    
    
    294,342
    
    
    
    192,7371,304,315
    
    
    
    1,355,259Net lease and other receivables $
    
    
    1,631,833
    
    
    $
    1,348,775
  Gross Sales-Type
    
    
    Unearned Sales-
    
    
    Net Minimum FutureLease Receivable
    
    
    Type Lease Income
    
    
    Sales-Type Lease Rentals2006
    
    $
    17,520
    
    
    $
    1,710
    
    
    $
    15,8102007
    
    
    17,520
    
    
    
    659
    
    
    
    16,8612008
    
    
    1,489
    
    
    
    7
    
    
    
    1,482Total
    
    $
    36,529
    
    
    $
    2,376
    
    
    $
    34,153
 35




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (5)
    
    Damage Protection PlanThe Leasing Company offers a repair service to several lessees of the Partnerships containers,
whereby the lessee pays an additional rental fee for the convenience of having the Partnership
incur the repair expense for containers damaged while on lease. This fee is recorded as
revenue when earned according to the terms of the rental contract. An accrual has been
recorded to provide for the estimated costs incurred by this service. This accrual is included
within rental equipment operating expenses, a component of net lease and other receivables due
from the Leasing Company (see note 4). The Partnership is not responsible in the event repair
costs exceed predetermined limits, or for repairs that are required for damages not defined by
the damage protection plan agreement.(6)
    
    Net Lease RevenueNet lease revenue is determined by deducting direct operating expenses, base management fees
and reimbursed administrative expenses to CCC and its affiliates from the rental revenue earned
by the Leasing Company under operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for the years ended December 31, 2005, 2004 and 2003 was as
follows:
 2005
    
    
    2004
    
    
    2003Rental revenue
    
    $
    11,935,690
    
    
    $
    12,992,456
    
    
    $
    12,356,093Less:Rental equipment operating expenses
    
    
    1,986,062
    
    
    
    2,670,780
    
    
    
    3,582,366Base management fees
    
    
    819,380
    
    
    
    898,156
    
    
    
    852,761Reimbursed administrative expenses:Salaries
    
    
    454,574
    
    
    
    497,577
    
    
    
    479,592Other payroll related expenses
    
    
    63,696
    
    
    
    62,534
    
    
    
    51,690General and administrative expenses
    
    
    117,268
    
    
    
    160,482
    
    
    
    151,834635,538
    
    
    
    720,593
    
    
    
    683,1163,440,980
    
    
    
    4,289,529
    
    
    
    5,118,243Net lease revenue
    
    $
    8,494,710
    
    
    $
    8,702,927
    
    
    $
    7,237,850
 36




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (7)
    
    Compensation to General Partner and its AffiliatesBase management fees are equal to 7% of the gross lease billings from the leasing of containers
subject to leases whereby the aggregate rental payments due during the initial term of the
lease are less than the purchase price of the equipment subject to the lease. Reimbursed
administrative expenses are equal to the costs expended by CCC and its affiliates for services
necessary for the prudent operation of the Partnership pursuant to the Partnership Agreement.
The following compensation was paid or will be paid by the Partnership to CCC or its
affiliates:
 2005
    
    
    2004
    
    
    2003Base management feesCCC
    
    $
    
    
    
    $
    
    
    
    $
    Leasing Company
    
    
    819,380
    
    
    
    898,156
    
    
    
    852,761819,380
    
    
    
    898,156
    
    
    
    852,761Reimbursed administrative expensesCCC
    
    
    83,221
    
    
    
    92,275
    
    
    
    78,899Leasing Company
    
    
    552,317
    
    
    
    628,318
    
    
    
    604,217635,538
    
    
    
    720,593
    
    
    
    683,116$
    1,454,918
    
    
    $
    1,618,749
    
    
    $
    1,535,877
  2005
    
    
    2004CCC
    
    $
    8,741
    
    
    $
    7,854Leasing Company
    
    
    48,635
    
    
    
    139,577$
    57,376
    
    
    $
    147,431
 (8)
    
    Limited Partners CapitalCash distributions made to the limited partners during 2005, 2004 and 2003 included
distributions of proceeds from equipment sales in the amount of $4,082,353, $1,460,109 and
$1,251,523, respectively. These distributions, as well as cash distributions from operations,
are used in determining Adjusted Capital Contributions as defined by the Partnership
Agreement.The limited partners per unit share of capital at December 31, 2005, 2004 and 2003 was $6, $8,
and $9, 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.
 37




---



##### Table of Contents



Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
   
 Item 9B. Other Information
  38




---



##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Partnership
  Name
    
    OfficeDennis J. Tietz
    
    President, Chief Executive Officer and DirectorJohn Kallas
    
    Vice President, Chief Financial Officer and DirectorElinor A. Wexler
    
    Vice President/Administration, Secretary and DirectorPeter J. Younger
    
    Director
 Dennis J. Tietz
   John Kallas
  Elinor A. Wexler
  Peter J. Younger
 39




---



##### Table of Contents



Name
    
    TitlePeter J. Younger
    
    President, Chief Operating Officer of The Cronos GroupJohn M. Foy
    
    Senior Vice President/Pacific RegionJohn C. Kirby
    
    Senior Vice President/North Atlantic RegionFrank P. Vaughan
    
    Director, Leasing CompanyTimothy W. Courtenay
    
    Director, Leasing Company
 Peter J. Younger
 John M. Foy
 John C. Kirby
 Frank P. Vaughan
  Timothy W. Courtenay
 40




---



##### Table of Contents



Audit Committee
  Audit Committee Financial Expert
  Code of Ethics
  ir@cronos.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  41




---



##### Table of Contents



Item 11. Executive Compensation
    Cash Fees andName
    
    Description
    
    Distributions1) CCL
    
    Base management fees  equal to 7% of
gross lease billings from the leasing of
containers subject to leases whereby the
aggregate rental payments due during the
initial term of the lease are less than
the purchase price of the equipment
subject to the lease pursuant to Section
4.3 of the Limited Partnership Agreement
    
    $
    902,1512) 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
    
    $
$
    82,335
560,4863) CCC
    
    Interest in Fund  5% of distributions of
distributable cash for any quarter
pursuant to Section 6.1 of the Limited
Partnership Agreement
    
    $
    546,235
 42




---



##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
         
 Item 13. Certain Relationships and Related Transactions
         43




---



##### Table of Contents



Item 14. Principal Accountant Fees and Services
  Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  44




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Page(1)
    
    Financial StatementsReport of Independent Registered Public Accounting Firm
    
    24(2)
    
    The following financial statements of the Partnership are included in Part II, Item 8:Balance Sheets  as of December 31, 2005 and 2004
    
    25Statements of Operations  for the years ended December 31, 2005, 2004 and 2003
    
    26Statements of Partners Capital  for the years ended December 31, 2005, 2004 and 2003
    
    27Statements of Cash Flows  for the years ended December 31, 2005, 2004 and 2003
    
    28Notes to Financial Statements
    
    29
   ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement of the Partnership, amended and restated as of September 12, 1988
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **10
    
    Form of Leasing Agent Agreement with Cronos Containers Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certifications
    
    Filed with this document****
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated September
12, 1988, included as part of Registration Statement on Form S-1 (No. 33-23321)**
    
    Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No.
33-23321)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-42697)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not to be deemed filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act. 45




---



##### Table of Contents



SIGNATURES
  CRONOS GLOBAL INCOME FUND XV, L.P.By
    
    Cronos Capital Corp.The General PartnerBy
    
    /s/Dennis J. TietzDennis J. TietzPresident and Director of Cronos Capital Corp. (CCC)Principal Executive Officer of CCC
   Signature
    
    Title
    
    Date/s/ Dennis J. Tietz
    
    President and Director of
    
    March 24, 2006Dennis J. Tietz
    
    Cronos Capital Corp. ("CCC") (Principal Executive Officer of CCC)/s/ John Kallas
    
    Chief Financial Officer and
    
    March 24, 2006John Kallas
    
    Director ofCronos Capital Corp. (CCC)(Principal Financial andAccounting Officer of CCC)/s/ Elinor A. Wexler
    
    Vice President-Administration,
    
    March 24, 2006Elinor A. Wexler
    
    Secretary and Director ofCronos Capital Corp.




---



##### Table of Contents



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