##### 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, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from to .
 Commission file number 0-23886
 CRONOS GLOBAL INCOME FUND XV, L.P.
  California
(State or other jurisdiction of 
incorporation or organization)
    
    94-3186624
(I.R.S. Employer Identification No.)
 
   Name of each exchange onTitle of each class
    
    which registeredNot Applicable
  UNITS OF LIMITED PARTNERSHIP INTERESTS
  o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a samller reporting company)
    
    Smaller reporting company þ
 o þ




---



##### 



CRONOS GLOBAL INCOME FUND XV, L.P.
 Report on Form 10-K for the Fiscal Year
Ended December 31, 2007
 TABLE OF CONTENTS
 PAGEPART I
    
    
    3Item 1  Business
    
    
    3Item 1A  Risk Factors
    
    
    10Item 1B  Unresolved Staff Comments
    
    
    12Item 2  Properties
    
    
    13Item 3  Legal Proceedings
    
    
    13Item 4  Submission of Matters to a Vote of Security Holders
    
    
    13PART II
    
    
    14Item 5  Market for the Partnerships Common Equity and Related Stockholder Matters
    
    
    14Item 6  Selected Financial Data
    
    
    15Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 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
    
    
    38Item 9A  Controls and Procedures
    
    
    38Item 9A(T)  Controls and Procedures
    
    
    38Item 9B  Other Information
    
    
    38PART III
    
    
    39Item 10  Directors, Executive Officers and Corporate Governance
    
    
    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, and Director Independence
    
    
    43Item 14  Principal Accountant Fees and Services
    
    
    44PART IV
    
    
    45Item 15  Exhibits and Financial Statement Schedules
    
    
    45EXHIBIT 31.1EXHIBIT 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



2007
    
    
    2006
    
    
    2005Dry cargo containers
    
    $
    5,648,238
    
    
    $
    7,727,830
    
    
    $
    10,294,376Refrigerated containers
    
    
    502,400
    
    
    
    760,339
    
    
    
    1,015,392Tank containers
    
    
    602,016
    
    
    
    562,421
    
    
    
    625,922Total
    
    $
    6,752,654
    
    
    $
    9,050,590
    
    
    $
    11,935,690
      4




---



##### Table of Contents



Benefits of Leasing
  
    
    Leasing provides shipping lines with the flexibility to respond to rapidly changing market
opportunities as they arise without relying exclusively on their own containers;
    
    Leasing allows shipping lines to respond to changing seasonal and trade route demands, thereby
optimizing their capital investment and minimizing storage costs;
    
    Leasing enables shipping lines to expand their trade routes and market shares at a relatively
low cost without making a permanent commitment to support their new structure;
    
    Leasing allows the shipping lines to utilize the equipment they need without having to
make large capital expenditures;
    
    Leasing offers a shipping line an alternative source of financing in a traditionally
capital-intensive industry; and,
    
    Leasing allows shipping lines to benefit from the relationships between container
manufacturers and leasing companies.
 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
    
    
    8,671
    
    
    
    3,455
    
    
    
    1,242
    
    
    
    93
    
    
    
    7
    
    
    
    125Term leaseShort term1
    
    
    1,778
    
    
    
    201
    
    
    
    112
    
    
    
    10
    
    
    
    
    
    
    
    39Long term2
    
    
    2,284
    
    
    
    966
    
    
    
    99
    
    
    
    3
    
    
    
    9
    
    
    
    24Sales-type lease
    
    
    40
    
    
    
    29
    
    
    
    5
    
    
    
    36
    
    
    
    6
    
    
    
    Subtotal
    
    
    12,773
    
    
    
    4,651
    
    
    
    1,458
    
    
    
    142
    
    
    
    22
    
    
    
    188Containers off lease
    
    
    441
    
    
    
    148
    
    
    
    57
    
    
    
    13
    
    
    
    2
    
    
    
    10Total container fleet
    
    
    13,214
    
    
    
    4,799
    
    
    
    1,515
    
    
    
    155
    
    
    
    24
    
    
    
    198
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation
or that may expire in 2008.2.
    
    Long term leases represent term leases, the majority of which will expire between
2009 and 2012.  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.
    
    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.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



Environmental Matters
      9




---



##### Table of Contents



Item 1A. Risk Factors
  Risk Associated with Container Leasing
  Container leasing is subject to the cyclicality and fluctuations in world trade
  The Leasing Agent operates in a highly competitive industry
  Fluctuations in shipping lines fleet mix could have an adverse effect on the demand for
leased containers
  Consolidation within the shipping industry could have an adverse effect on the profitability
and financial condition of the Leasing Agent and the Partnership
  Customer defaults could have an adverse effect on the profitability and financial condition of
the Leasing Agent and the Partnership
  Fluctuations in the residual value of containers may impact profitability and the long-term
returns generated by leased equipment
  10




---



##### Table of Contents



Specialized containers could have potential mechanical, obsolescence and other risks
  There are political, economic and business risks inherent in the global business environment
  §
    
    Political instability;§
    
    Economic conditions in the shipping and other industries;§
    
    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;§
    
    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;§
    
    The supply and cost of new containers;§
    
    Fluctuations in inflation, interest rates and foreign exchange rates;§
    
    Import and export tariffs and restrictions;§
    
    Restrictions on the movement of capital;§
    
    The imposition of new direct and indirect taxes in jurisdictions in which the Group
trades;§
    
    The risk of uninsured losses with respect to the containers or insured losses for which
insurance proceeds are inadequate;§
    
    The effects of strikes and labor disputes; and,§
    
    Terrorist attacks and the risk of terrorist attack.
 Environmental liability may adversely affect the Partnerships business and financial
situation
  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
  11




---



##### Table of Contents



There is a lack of liquidity for Partnership units
  The Limited Partners have limited voting rights
  Limited liability is not clearly established
  Compensation of CCC and the Leasing Agent may not be linked to performance of Partnership
  CCC and the Leasing Agent may face potential conflicts of interest
  Cash distributions
  
 Item 1B. Unresolved Staff Comments
  12




---



##### Table of Contents



Item 2. Properties
  EstimatedContainers
    
    Quantity
    
    Useful Life
    
    Average Age
    
    Average Cost20-Foot Dry Cargo
    
    
    13,214
    
    
    15 years
    
    13 years
    
    $
    2,47740-Foot Dry Cargo
    
    
    4,799
    
    
    15 years
    
    13 years
    
    $
    3,96840-Foot High-Cube Dry Cargo
    
    
    1,515
    
    
    15 years
    
    11 years
    
    $
    3,99220-Foot Refrigerated
    
    
    155
    
    
    15 years
    
    13 years
    
    $
    21,22340-Foot High-Cube Refrigerated
    
    
    24
    
    
    15 years
    
    14 years
    
    $
    24,27924,000-Liter Tanks
    
    
    198
    
    
    15 years
    
    13 years
    
    $
    25,509
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  13




---



##### 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, 2007Units of limited partnership interests
    
    
    7,642
       14




---



##### Table of Contents



Item 6. Selected Financial Data
 Year Ended December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003Net lease revenue
    
    $
    5,118,881
    
    
    $
    6,749,688
    
    
    $
    8,494,710
    
    
    $
    8,702,927
    
    
    $
    7,237,850Net income (loss)
    
    $
    1,324,243
    
    
    $
    1,667,269
    
    
    $
    2,432,121
    
    
    $
    681,203
    
    
    $
    (519,081
    )Limited partners share of net
income (loss) (per unit
basis)
    
    $
    0.10
    
    
    $
    0.13
    
    
    $
    0.21
    
    
    $
    0.05
    
    
    $
    (0.07
    )Cash distributions per unit of
limited partnership interest
    
    $
    1.40
    
    
    $
    1.84
    
    
    $
    1.91
    
    
    $
    1.17
    
    
    $
    1.22At year-end:Total assets
    
    $
    20,792,932
    
    
    $
    29,800,002
    
    
    $
    41,715,710
    
    
    $
    53,507,200
    
    
    $
    61,609,258Partners capital
    
    $
    20,792,932
    
    
    $
    29,800,002
    
    
    $
    41,715,710
    
    
    $
    53,507,200
    
    
    $
    61,609,258
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    15




---



##### Table of Contents



Liquidity and Capital Resources
       Cash from Operating Activities
 Cash from Investing Activities
 16




---



##### Table of Contents



Cash from Financing Activities
 Off-Balance Sheet Arrangements
  Contractual Obligations
  Results of Operations
 Overview
   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
    
    
    8,671
    
    
    
    3,455
    
    
    
    1,242
    
    
    
    93
    
    
    
    7
    
    
    
    125Term leaseShort term1
    
    
    1,778
    
    
    
    201
    
    
    
    112
    
    
    
    10
    
    
    
    
    
    
    
    39Long term2
    
    
    2,284
    
    
    
    966
    
    
    
    99
    
    
    
    3
    
    
    
    9
    
    
    
    24Sales-type lease
    
    
    40
    
    
    
    29
    
    
    
    5
    
    
    
    36
    
    
    
    6
    
    
    
    Subtotal
    
    
    12,773
    
    
    
    4,651
    
    
    
    1,458
    
    
    
    142
    
    
    
    22
    
    
    
    188Containers off lease
    
    
    441
    
    
    
    148
    
    
    
    57
    
    
    
    13
    
    
    
    2
    
    
    
    10Total container fleet
    
    
    13,214
    
    
    
    4,799
    
    
    
    1,515
    
    
    
    155
    
    
    
    24
    
    
    
    198
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or
that may expire in 2008.2.
    
    Long term leases represent term leases, the majority of which will expire between 2009
and 2012.  
    
    Activity-related expenses, include agents costs and depot costs such as repairs,
maintenance and handling.
    
    Inventory-related expenses for off-hire containers, comprise 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.
    
    Legal and other expenses, include legal costs related to the recovery of containers and
doubtful accounts, insurance and provisions for doubtful accounts.
 17




---



##### Table of Contents



Dry Cargo
    
    Refrigerated
    
    TankContainers
    
    Containers
    
    Containers40-Foot
    
    
    
    
    
    
    
    
    
    40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    High-Cube
    
    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
    
    
    13,232
    
    
    
    50
    %
    
    
    3,952
    
    
    
    45
    %
    
    
    664
    
    
    
    30
    %
    
    
    308
    
    
    
    67
    %
    
    
    76
    
    
    
    76
    %
    
    
    31
    
    
    
    14
    %Remaining fleet at
December 31, 2007


    13,214
    
    
    
    50
    %
    
    
    4,799
    
    
    
    55
    %
    
    
    1,515
    
    
    
    70
    %
    
    
    155
    
    
    
    33
    %
    
    
    24
    
    
    
    24
    %
    
    
    198
    
    
    
    86
    %
    2007
    
    2006
    
    2005Fleet size (measured in twenty-foot
equivalent units (TEU))Dry cargo containers
    
    
    28,327
    
    
    
    33,516
    
    
    
    39,888Refrigerated containers
    
    
    356
    
    
    
    472
    
    
    
    556Tank containers
    
    
    198
    
    
    
    206
    
    
    
    212Average utilization ratesDry cargo containers
    
    
    96
    %
    
    
    93
    %
    
    
    92
    %Refrigerated containers
    
    
    78
    %
    
    
    75
    %
    
    
    82
    %Tank containers
    
    
    95
    %
    
    
    89
    %
    
    
    90
    %
     18




---



##### Table of Contents



Year Ended December 31, 2007 Compared to the Year Ended December 31, 2006
 Net lease revenue
 Depreciation expense
 Other general and administrative expenses
 Net gain on disposal of equipment
 Year Ended December 31, 2006 Compared to the Year Ended December 31, 2005
 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.
 19




---



##### Table of Contents



Net gain on disposal of equipment
 Critical Accounting Policies
 Container equipment  depreciable lives
 Container equipment  valuation:
 Allowance for doubtful accounts:
 20




---



##### Table of Contents



New Accounting Pronouncements Not Yet Adopted
   Inflation
  The Cronos Group
     21




---



##### Table of Contents



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




---



##### Table of Contents



REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
       /s/ Dennis J. TietzDennis J. Tietz,President and Director of Cronos Capital Corp.,
General Partner of the Partnership/s/ Frank P. VaughanFrank P. Vaughan,Chief Financial Officer of Cronos Capital Corp,.
General Partner of the Partnership 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, 2007 and 2006
 2007
    
    
    2006AssetsCurrent assets:Cash and cash equivalents, includes $3,065,880 in 2007 and
$3,427,940 in 2006 in interest-bearing accounts
    
    $
    3,080,880
    
    
    $
    3,442,940Net lease receivables due from Leasing Agent
    
    
    1,209,641
    
    
    
    1,356,293Sales-type lease receivable, net, due from Leasing Agent within one year
    
    
    75,829
    
    
    
    39,637Total current assets
    
    
    4,366,350
    
    
    
    4,838,870Sales-type lease receivable, net, due from Leasing Agent after one year
    
    
    97,595
    
    
    
    50,276Container rental equipment, at cost
    
    
    66,783,024
    
    
    
    81,910,061Less accumulated depreciation
    
    
    (50,454,037
    )
    
    
    (56,999,205
    )Net container rental equipment
    
    
    16,328,987
    
    
    
    24,910,856Total assets
    
    $
    20,792,932
    
    
    $
    29,800,002Partners CapitalPartners capital (deficit):General partner
    
    $
    5,791
    
    
    $
    (260,698
    )Limited partners
    
    
    20,787,141
    
    
    
    30,060,700Total partners capital
    
    $
    20,792,932
    
    
    $
    29,800,002
  25




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Operations
 For the years ended December 31, 2007, 2006 and 2005
 2007
    
    
    2006
    
    
    2005Net lease revenue from Leasing Agent
    
    $
    5,118,881
    
    
    $
    6,749,688
    
    
    $
    8,494,710Other operating income (expenses):Depreciation
    
    
    (4,603,854
    )
    
    
    (5,402,119
    )
    
    
    (6,337,360
    )Other general and administrative expenses
    
    
    (274,828
    )
    
    
    (258,556
    )
    
    
    (224,594
    )Net gain on disposal of equipment
    
    
    941,462
    
    
    
    402,262
    
    
    
    507,032Asset impairment
    
    
    
    
    
    
    
    
    
    
    (125,498
    )(3,937,220
    )
    
    
    (5,258,413
    )
    
    
    (6,180,420
    )Income from operations
    
    
    1,181,661
    
    
    
    1,491,275
    
    
    
    2,314,290Other income:Interest income
    
    
    142,582
    
    
    
    175,994
    
    
    
    117,831Net income
    
    $
    1,324,243
    
    
    $
    1,667,269
    
    
    $
    2,432,121Allocation of net income:General partner
    
    $
    585,604
    
    
    $
    717,988
    
    
    $
    926,242Limited partners
    
    
    738,639
    
    
    
    949,281
    
    
    
    1,505,879$
    1,324,243
    
    
    $
    1,667,269
    
    
    $
    2,432,121Limited partners per unit share of net income
    
    $
    0.10
    
    
    $
    0.13
    
    
    $
    0.21
  26




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Partners Capital
 For the years ended December 31, 2007, 2006 and 2005
 Limited
    
    
    GeneralPartners
    
    
    Partner
    
    
    TotalBalances at January 1, 2005
    
    $
    54,423,925
    
    
    $
    (916,725
    )
    
    $
    53,507,200Net income
    
    
    1,505,879
    
    
    
    926,242
    
    
    
    2,432,121Cash distributions
    
    
    (13,677,376
    )
    
    
    (546,235
    )
    
    
    (14,223,611
    )Balances at December 31, 2005
    
    $
    42,252,428
    
    
    $
    (536,718
    )
    
    $
    41,715,710Net income
    
    
    949,281
    
    
    
    717,988
    
    
    
    1,667,269Cash distributions
    
    
    (13,141,009
    )
    
    
    (441,968
    )
    
    
    (13,582,977
    )Balances at December 31, 2006
    
    $
    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
    
    
    $
    20,792,932
  27




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Cash Flows
 For the years ended December 31, 2007, 2006 and 2005
 2007
    
    
    2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    1,324,243
    
    
    $
    1,667,269
    
    
    $
    2,432,121Adjustments to reconcile net income to net cash from
operating activities:Depreciation
    
    
    4,603,854
    
    
    
    5,402,119
    
    
    
    6,337,360Net gain on disposal of equipment
    
    
    (941,462
    )
    
    
    (402,262
    )
    
    
    (507,032
    )Asset impairment loss
    
    
    
    
    
    
    
    
    
    
    125,498Decrease in net lease and other receivables
due from Leasing Agent
    
    
    254,328
    
    
    
    98,012
    
    
    
    102,201Total adjustments
    
    
    3,916,720
    
    
    
    5,097,869
    
    
    
    6,058,027Net cash provided by operating activities
    
    
    5,240,963
    
    
    
    6,765,138
    
    
    
    8,490,148Cash flows from investing activities:Proceeds from sale of container rental equipment
    
    
    4,728,290
    
    
    
    5,548,830
    
    
    
    4,957,092Net cash provided by investing activities
    
    
    4,728,290
    
    
    
    5,548,830
    
    
    
    4,957,092Cash flows from financing activities:Distributions to general partner
    
    
    (319,115
    )
    
    
    (441,968
    )
    
    
    (546,235
    )Distributions to limited partners
    
    
    (10,012,198
    )
    
    
    (13,141,009
    )
    
    
    (13,677,376
    )Net cash used in financing activities
    
    
    (10,331,313
    )
    
    
    (13,582,977
    )
    
    
    (14,223,611
    )Net decrease in cash and cash equivalents
    
    
    (362,060
    )
    
    
    (1,269,009
    )
    
    
    (776,371
    )Cash and cash equivalents at beginning of year
    
    
    3,442,940
    
    
    
    4,711,949
    
    
    
    5,488,320Cash and cash equivalents at end of year
    
    $
    3,080,880
    
    
    $
    3,442,940
    
    
    $
    4,711,949
  28




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Notes to Financial Statements
 December 31, 2007, 2006 and 2005
 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 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, 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.Cronos Capital Corp. (CCC), the general partner 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.The Partnership has completed its 13th 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, 2007, approximately 52% 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.
CCC will also consider the impact of a projected increase in expenses associated with the
introduction of the additional reporting and compliance requirements of Section 404 of the
Sarbanes Oxley Act of 2002. 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. The Partnership is required to be in compliance
with Section 404 for the year ended December 31, 2008.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 dollars.(b)
    
    The Cronos GroupThe Cronos Group (TCG), formerly the parent of CCC, announced on February 28, 2007 that
it had entered into an Asset Purchase Agreement (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, TCG agreed to sell all
of its assets to CRX and CRX agreed to assume all of TCGs liabilities. FB Transportation
is part of the Fortis group of companies, which included TCGs lead lender and a partner
in a container leasing joint venture with TCG.At a special meeting held August 1, 2007, TCGs shareholders approved the Asset Purchase
Agreement and the transactions contemplated thereunder, including TCGs dissolution and
liquidation. Closing of the sale of TCGs assets and liabilities to CRX occurred later
that same day. Promptly following the closing, TCG changed its name to CRG Liquidation
Company, and CRX changed its name to Cronos Ltd.
 29




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 Summary of Significant Accounting Policies (continued)
 (b)
    
    The Cronos Group (continued)The container leasing business of TCG has been continued by Cronos Ltd. as a private
company. Management of TCG has continued as the management of Cronos Ltd and acquired at
closing an equity interest in Cronos Ltd.(c)
    
    Leasing AgentThe Partnership and the Leasing Agent have entered into an agreement (the 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 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.
 30




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (1)
    
    Summary of Significant Accounting Policies (continued)(d)
    
    Concentrations of Credit Risk (continued)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 United States dollars and the
financial statements are prepared in accordance with accounting principles generally
accepted in the United States of America (US GAAP).(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)
    
    ReclassificationThe Partnership has reclassified amounts received on sales-type lease receivables in the
2006 and 2005 Statements of Cash Flows of $31,285 and $12,776, respectively, from the cash
flows from investing activities section to the operating activities section to correct for
an error in presentation. The Partnership does not believe that the impact of such prior
year reclassification was quantitatively or qualitatively material, individually or when
aggregated with other similar items, to any financial statement period presented.(h)
    
    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
 31




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 Summary of Significant Accounting Policies (continued)
 (h)
    
    Allocation of Net Income or Loss, Partnership Distributions and Partners Capital
(continued)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.(i)
    
    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.(j)
    
    Container Rental EquipmentContainer rental equipment is depreciated over a 15-year life using the straight-line
basis to a residual value of 10% of original equipment cost. Depreciation policies are
also evaluated to determine whether subsequent events and circumstances warrant revised
estimates of useful lives. Residual values are only revised downwards.In accordance with SFAS No. 144, container rental equipment is considered to be impaired
if the carrying value of the asset exceeds the expected future cash flows from related
operations (undiscounted and without interest charges). If impairment is deemed to exist,
the assets are written down to fair value. An analysis 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.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
Agent identifying a number of issues that had an impact on their carrying value.
 
    
    The age of the North American Dry Containers.
    
    The lack of regional market demand to lease the North American Dry
Containers.
    
    The cost to reposition the North American Dry Containers to high demand
markets.
    
    The strong North American container sale market.
 32




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 Summary of Significant Accounting Policies (continued)
 (j)
    
    Container Rental Equipment (continued)CCC and the Leasing Agent concluded that effective June 1, 2005, the North American Dry
Containers would be targeted for immediate sale and committed to a plan to dispose of the
North American Dry Containers. It was concluded that the carrying value of these
containers, $691,098, exceeded fair value and accordingly, an impairment charge of
$125,498, or approximately $0.02 per limited partnership unit, was recorded to operations
under impairment losses during 2005. Fair value was determined by estimating the expected
amount to be received at the time of sale. The expected sales price was estimated by
evaluating the current sales price of similar containers. During 2006, the Partnership
sold 15 North American Dry Containers targeted for sale. The Partnership recognized a
loss of $159 on the sale of these containers. At December 31,
2006, 225 of the original 404 North American Dry Containers remained in its fleet. These
North American Dry Containers were originally classified as held for sale after their
impairment in 2005 as a result of the aforementioned conditions that existed at the time
of impairment. The Partnership reclassified these containers
as held and used as of December 31, 2006. The reclassification is the result of current
market conditions that have contributed to 211 of the remaining 225 North American Dry
Containers being leased under master leases and 14 North American Dry Containers being
off-hire and available for lease. The Partnership expects to sell these North American
Dry Containers, subject to the same disposal criteria employed for its remaining container
fleet. There were no impairment charges to the carrying value of container rental
equipment during 2007 and 2006.(k)
    
    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.(l)
    
    New Accounting Pronouncements Not Yet AdoptedIn September 2006 the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157),
which provides a single definition of fair value, establishes a framework for the
measurement of fair value and expands disclosure about the use of fair value to measure
assets and liabilities. SFAS 157 is effective for fiscal years beginning after November
15, 2007, and for interim periods within those fiscal years; SFAS 157 will therefore be
applicable for the Partnerships fiscal year commencing January 1, 2008. In November
2007, the FASB agreed to defer the effective date of Statement 157 for all non financial
assets and liabilities by one year. The Partnership will adopt the effective provisions
of SFAS 157 on January 1, 2008, and does not expect adoption to have an impact on the
balance sheet or statement of operations, however additional disclosures may be required
about the inputs used to develop the fair measures and the effect of certain measures on
changes in assets and liabilities for the period.In February 2007, the FASB issued SFAS No. 159  The Fair Value Option for Financial
Assets and Financial Liabilities (SFAS 159). SFAS 159 is effective for financial
statements for fiscal years beginning after November 15, 2007, with early adoption
permitted provided the entity also elects to apply SFAS 157. SFAS 159 permits all
entities to choose, at specified election dates, to measure eligible items at fair value.
The Partnership will adopt SFAS 159 on January 1, 2008, however, the Partnership does not
intend to use the fair value option for any of its existing financial assets and
liabilities and consequently, adoption will have no impact.
 33




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 Operating Segment
   2007
    
    
    2006
    
    
    2005Dry cargo containers
    
    $
    5,648,238
    
    
    $
    7,727,830
    
    
    $
    10,294,376Refrigerated containers
    
    
    502,400
    
    
    
    760,339
    
    
    
    1,015,392Tank containers
    
    
    602,016
    
    
    
    562,421
    
    
    
    625,922Total
    
    $
    6,752,654
    
    
    $
    9,050,590
    
    
    $
    11,935,690
   Cash and Cash Equivalents
  34




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 Net Lease Receivables due from Leasing Agent
  December 31,
    
    
    December 31,2007
    
    
    2006Gross lease receivables
    
    $
    1,817,673
    
    
    $
    2,215,917Less:Direct operating payables and accrued expenses
    
    
    341,305
    
    
    
    521,540Base management fees payable (receivable)
    
    
    86,349
    
    
    
    (5,858
    )Reimbursed administrative expenses
    
    
    25,760
    
    
    
    36,537Allowance for doubtful accounts
    
    
    154,618
    
    
    
    307,405608,032
    
    
    
    859,624Net lease receivables
    
    $
    1,209,641
    
    
    $
    1,356,293
   Sales-Type Lease Receivables due from Leasing Agent
  Gross Sales-Type
    
    
    
    Unearned Sales-
    
    
    
    Net Minimum FutureLease Receivable
    
    
    
    Type Lease Income
    
    
    
    Sales-Type Lease Rentals2008
    
    
    93,057
    
    
    
    
    17,228
    
    
    
    
    75,8292009
    
    
    81,284
    
    
    
    
    6,781
    
    
    
    
    74,5032010
    
    
    23,560
    
    
    
    
    468
    
    
    
    
    23,092Total
    
    $
    197,901
    
    
    
    $
    24,477
    
    
    
    $
    173,424
 Damage Protection Plan
  35




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 Net Lease Revenue
  2007
    
    
    2006
    
    
    2005Gross lease revenue
    
    $
    6,752,654
    
    
    $
    9,050,590
    
    
    $
    11,935,690Less:Direct operating expenses
    
    
    815,348
    
    
    
    1,175,680
    
    
    
    1,986,062Base management fees
    
    
    465,157
    
    
    
    625,919
    
    
    
    819,380Reimbursed administrative expenses:Salaries
    
    
    245,010
    
    
    
    356,771
    
    
    
    454,574Other payroll related expenses
    
    
    38,347
    
    
    
    46,626
    
    
    
    63,696General and administrative expenses
    
    
    69,911
    
    
    
    95,906
    
    
    
    117,268353,268
    
    
    
    499,303
    
    
    
    635,5381,633,773
    
    
    
    2,300,902
    
    
    
    3,440,980Net lease revenue
    
    $
    5,118,881
    
    
    $
    6,749,688
    
    
    $
    8,494,710
   2008
    
    $
    1,246,0032009
    
    
    713,2972010
    
    
    629,6532011
    
    
    363,3282012
    
    
    96,3922013 and thereafter
    
    
    17,997Total
    
    $
    3,066,670
 Related party transactions
   2007
    
    
    2006
    
    
    2005Base management feesLeasing Agent
    
    $
    465,157
    
    
    $
    625,919
    
    
    $
    819,380Reimbursed administrative expensesCCC
    
    
    47,124
    
    
    
    64,744
    
    
    
    83,221Leasing Agent
    
    
    306,144
    
    
    
    434,559
    
    
    
    552,317353,268
    
    
    
    499,303
    
    
    
    635,538$
    818,425
    
    
    $
    1,125,222
    
    
    $
    1,454,918
 36




---



##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 Related party transactions (continued)
  2007
    
    
    2006CCC
    
    $
    3,209
    
    
    $
    4,140Leasing Agent
    
    
    108,900
    
    
    
    26,539$
    112,109
    
    
    $
    30,679
 Limited Partners Capital
  2007
    
    
    2006
    
    
    2005Cash Distribution from Operations
    
    $
    5,125,290
    
    
    $
    7,270,763
    
    
    $
    9,595,023Cash Distribution from Sales Proceeds
    
    
    4,886,908
    
    
    
    5,870,246
    
    
    
    4,082,353Total Cash Distributions
    
    $
    10,012,198
    
    
    $
    13,141,009
    
    
    $
    13,677,376
   37




---



##### 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
    
 Item 9B. Other Information
  38




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    OfficeDennis J. Tietz
    
    President and DirectorPeter J. Younger
    
    Vice President and DirectorJohn Kallas
    
    Vice President, Secretary/Treasurer and DirectorFrank P. Vaughan
    
    Vice President, Chief Financial Officer and Director
 Dennis J. Tietz
   Peter J. Younger
  John Kallas
  Frank P. Vaughan
 39




---



##### Table of Contents



Name
    
    TitleFrank P. Vaughan
    
    Director and Secretary of Leasing Agent and Vice President, Chief Financial
Officer of Cronos LtdJohn C. Kirby
    
    Director of Leasing Agent and Vice President  Atlantic Region of Cronos Ltd.Timothy W. Courtenay
    
    Director
 Frank P. Vaughan
  John C. Kirby
 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
    
    
    $ 372,9502)
    
    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
    
    
    $   48,056
$ 315,9903)
    
    CCC
    
    Interest in Fund  5% of distributions of
distributable cash for any quarter
pursuant to Section 6.1 of the Limited
Partnership Agreement
    
    
    $ 319,115
 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, and Director Independence
         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 Management on Internal Control over Financial Reporting
    
    
    23Report 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, 2007 and 2006
    
    
    25Statements of Operations  for the years ended December 31, 2007, 2006 and 2005
    
    
    26Statements of Partners Capital  for the years ended December 31, 2007, 2006 and 2005
    
    
    27Statements of Cash Flows  for the years ended December 31, 2007, 2006 and 2005
    
    
    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

Dennis J. Tietz
    
    President and Director of 
Cronos Capital Corp. (CCC)
(Principal Executive Officer of CCC)
    
    March 7, 2008/s/ John Kallas

John Kallas
    
    Vice President-Secretary/Treasurer
and Director of CCC
    
    March 7, 2008/s/ Frank P. Vaughan

Frank P. Vaughan
    
    Vice President, Chief Financial
Officer and Director of CCC
(Principal Financial and Accounting
Officer of CCC)
    
    March 7, 2008/s/ Peter J. Younger
    
    Vice President and Director of CCC
    
    March 7, 2008Peter J. Younger




---



##### 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.