##### 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, 2006
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to .
  CRONOS GLOBAL INCOME FUND XV, L.P.
  California
(State or other jurisdiction of 
incorporation or organization)
    
    94-3186624
(I.R.S. Employer Identification No.)
 
   Title of each class
    
    Name of each exchange on
which registeredNot Applicable
  UNITS OF LIMITED PARTNERSHIP INTERESTS
  o þ
 o þ
 þ o
 þ
  o o þ
 o þ




---



##### 



CRONOS GLOBAL INCOME FUND XV, L.P.
 Report on Form 10-K for the Fiscal Year
Ended December 31, 2006
 TABLE OF CONTENTS
 PAGEPART I
    
    
    3Item 1  Business
    
    
    3Item 1A  Risk Factors
    
    
    10Item 1B  Unresolved Staff Comments
    
    
    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
    
    
    24Item 8  Financial Statements and Supplementary Data
    
    
    24Item 9  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    40Item 9A  Controls and Procedures
    
    
    40Item 9B  Other Information
    
    
    40PART III
    
    
    41Item 10  Directors and Executive Officers of the Partnership
    
    
    41Item 11  Executive Compensation
    
    
    44Item 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    45Item 13  Certain Relationships and Related Transactions
    
    
    45Item 14  Principal Accountant Fees and Services
    
    
    46PART IV
    
    
    47Item 15  Exhibits and Financial Statement Schedules
    
    
    47EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




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##### 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




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##### Table of Contents



2006
    
    
    2005
    
    
    2004Dry cargo containers
    
    $
    7,727,830
    
    
    $
    10,294,376
    
    
    $
    11,074,600Refrigerated containers
    
    
    760,339
    
    
    
    1,015,392
    
    
    
    1,289,032Tank containers
    
    
    562,421
    
    
    
    625,922
    
    
    
    628,824Total
    
    $
    9,050,590
    
    
    $
    11,935,690
    
    
    $
    12,992,456
       4




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##### 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




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##### 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
    
    
    10,566
    
    
    
    3,875
    
    
    
    1,321
    
    
    
    153
    
    
    
    22
    
    
    
    127Term leaseShort term1
    
    
    3,726
    
    
    
    1,268
    
    
    
    177
    
    
    
    15
    
    
    
    23
    
    
    
    39Long term2
    
    
    1,086
    
    
    
    169
    
    
    
    65
    
    
    
    
    
    
    
    2
    
    
    
    19Sales-type lease
    
    
    
    
    
    
    20
    
    
    
    5
    
    
    
    21
    
    
    
    9
    
    
    
    Subtotal
    
    
    15,378
    
    
    
    5,332
    
    
    
    1,568
    
    
    
    189
    
    
    
    56
    
    
    
    185Containers off lease
    
    
    665
    
    
    
    469
    
    
    
    161
    
    
    
    67
    
    
    
    14
    
    
    
    13Total container fleet
    
    
    16,043
    
    
    
    5,801
    
    
    
    1,729
    
    
    
    256
    
    
    
    70
    
    
    
    198
 
 1.

    Short term leases represent term leases that are either scheduled for
renegotiation or that may expire in 2007.2.

    Long term leases represent term leases, the majority of which will expire
between 2008 and 2011.  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




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Customers
    Repair and Maintenance
   7




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Disposition of Used Containers
  Operations
      Insurance
    8




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9




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




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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




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##### 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




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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
 Limited Liability Not Clearly Established.
 13




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##### Table of Contents



Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
  EstimatedUseful Life
    
    Average Age
    
    Average Cost20-Foot Dry Cargo Containers
    
    12-15 years
    
    12 years
    
    $
    2,47640-Foot Dry Cargo Containers
    
    12-15 years
    
    12 years
    
    $
    3,97040-Foot High-Cube Dry Cargo Containers
    
    12-15 years
    
    11 years
    
    $
    4,01520-Foot Refrigerated Containers
    
    12-15 years
    
    12 years
    
    $
    21,16540-Foot High-Cube Refrigerated Containers
    
    12-15 years
    
    13 years
    
    $
    24,29424,000-Liter Tanks
    
    12-20 years
    
    12 years
    
    $
    25,509
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  14




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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, 2006Units of limited partnership interests
    
    
    7,755
       15




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Item 6. Selected Financial Data
 Year Ended December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002Net lease revenue
    
    $
    6,749,688
    
    
    $
    8,494,710
    
    
    $
    8,702,927
    
    
    $
    7,237,850
    
    
    $
    7,046,605Net income (loss)
    
    $
    1,667,269
    
    
    $
    2,432,121
    
    
    $
    681,203
    
    
    $
    (519,081
    )
    
    $
    (1,181,748
    )Limited partners share of net
income (loss) (per unit basis)
    
    $
    0.13
    
    
    $
    0.21
    
    
    $
    0.05
    
    
    $
    (0.07
    )
    
    $
    (0.16
    )Cash distributions per unit of
limited partnership interest
    
    $
    1.84
    
    
    $
    1.91
    
    
    $
    1.17
    
    
    $
    1.22
    
    
    $
    0.92At year-end:Total assets
    
    $
    29,800,002
    
    
    $
    41,715,710
    
    
    $
    53,507,200
    
    
    $
    61,609,258
    
    
    $
    71,296,872Partners capital
    
    $
    29,800,002
    
    
    $
    41,715,710
    
    
    $
    53,507,200
    
    
    $
    61,609,258
    
    
    $
    71,296,872
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    16




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Liquidity and Capital Resources
      Cash from Operating Activities
 Cash from Investing Activities
 17




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##### Table of Contents



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.
  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
    
    
    10,566
    
    
    
    3,875
    
    
    
    1,321
    
    
    
    153
    
    
    
    22
    
    
    
    127Term leaseShort term1
    
    
    3,726
    
    
    
    1,268
    
    
    
    177
    
    
    
    15
    
    
    
    23
    
    
    
    39Long term2
    
    
    1,086
    
    
    
    169
    
    
    
    65
    
    
    
    
    
    
    
    2
    
    
    
    19Sales-type lease
    
    
    
    
    
    
    20
    
    
    
    5
    
    
    
    21
    
    
    
    9
    
    
    
    Subtotal
    
    
    15,378
    
    
    
    5,332
    
    
    
    1,568
    
    
    
    189
    
    
    
    56
    
    
    
    185Containers off lease
    
    
    665
    
    
    
    469
    
    
    
    161
    
    
    
    67
    
    
    
    14
    
    
    
    13Total container fleet
    
    
    16,043
    
    
    
    5,801
    
    
    
    1,729
    
    
    
    256
    
    
    
    70
    
    
    
    198
 
 1. Short term leases represent term leases that are either scheduled for
renegotiation or that may expire in 2007.2. Long term leases represent term leases, the majority of which will expire
between 2008 and 2011. 18




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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
    
    
    10,403
    
    
    
    39
    %
    
    
    2,950
    
    
    
    34
    %
    
    
    450
    
    
    
    21
    %
    
    
    207
    
    
    
    45
    %
    
    
    30
    
    
    
    30
    %
    
    
    31
    
    
    
    14
    %Remaining fleet at 
December 31, 2006
    
    
    16,043
    
    
    
    61
    %
    
    
    5,801
    
    
    
    66
    %
    
    
    1,729
    
    
    
    79
    %
    
    
    256
    
    
    
    55
    %
    
    
    70
    
    
    
    70
    %
    
    
    198
    
    
    
    86
    %
  2006
    
    2005
    
    2004Fleet size (measured in
twenty-foot equivalent units (TEU))Dry cargo containers
    
    
    33,516
    
    
    
    39,888
    
    
    
    43,500Refrigerated containers
    
    
    472
    
    
    
    556
    
    
    
    643Tank containers
    
    
    206
    
    
    
    212
    
    
    
    219Average utilization ratesDry cargo containers
    
    
    93
    %
    
    
    92
    %
    
    
    90
    %Refrigerated containers
    
    
    75
    %
    
    
    82
    %
    
    
    83
    %Tank containers
    
    
    89
    %
    
    
    90
    %
    
    
    89
    %
     19




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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
 20




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##### Table of Contents




    
    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
   Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004
 Net lease revenue
 Depreciation expense
 21




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Other general and administrative expenses
 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.
  Critical Accounting Policies
 Container equipment  depreciable lives
 Container equipment  valuation
 Allowance for doubtful accounts:
 New Accounting Pronouncements
   22




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Inflation
  The Cronos Group
    23




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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Exchange rate risk:
 
 Item 8. Financial Statements and Supplementary Data
 24




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 25




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CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Balance Sheets
 December 31, 2006 and 2005
 2006
    
    
    2005AssetsCurrent assets:Cash and cash equivalents, includes $3,427,940 in 2006
and $4,696,949 in 2005 in interest-bearing accounts
    
    $
    3,442,940
    
    
    $
    4,711,949Net lease and other receivables due from Leasing Company
    
    
    1,446,206
    
    
    
    1,631,833Total current assets
    
    
    4,889,146
    
    
    
    6,343,782Container rental equipment, at cost
    
    
    81,910,061
    
    
    
    96,852,435Less accumulated depreciation
    
    
    (56,999,205
    )
    
    
    (61,816,428
    )Net container rental equipment
    
    
    24,910,856
    
    
    
    35,036,007Container rental equipment held for sale
    
    
    
    
    
    
    335,921Total assets
    
    $
    29,800,002
    
    
    $
    41,715,710Partners CapitalPartners capital (deficit):General partner
    
    $
    (260,698
    )
    
    $
    (536,718
    )Limited partners
    
    
    30,060,700
    
    
    
    42,252,428Total partners capital
    
    $
    29,800,002
    
    
    $
    41,715,710
  26




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CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Operations
 For the years ended December 31, 2006, 2005 and 2004
 2006
    
    
    2005
    
    
    2004Net lease revenue
    
    $
    6,749,688
    
    
    $
    8,494,710
    
    
    $
    8,702,927Other operating income (expenses):Depreciation
    
    
    (5,402,119
    )
    
    
    (6,337,360
    )
    
    
    (7,057,111
    )Other general and administrative expenses
    
    
    (258,556
    )
    
    
    (224,594
    )
    
    
    (206,493
    )Net gain on disposal of equipment
    
    
    402,262
    
    
    
    507,032
    
    
    
    2,776Asset impairment loss
    
    
    
    
    
    
    (125,498
    )
    
    
    (785,685
    )(5,258,413
    )
    
    
    (6,180,420
    )
    
    
    (8,046,513
    )Income from operations
    
    
    1,491,275
    
    
    
    2,314,290
    
    
    
    656,414Other income:Interest income
    
    
    175,994
    
    
    
    117,831
    
    
    
    24,789Net income
    
    $
    1,667,269
    
    
    $
    2,432,121
    
    
    $
    681,203Allocation of net income:General partner
    
    $
    717,988
    
    
    $
    926,242
    
    
    $
    298,977Limited partners
    
    
    949,281
    
    
    
    1,505,879
    
    
    
    382,226$
    1,667,269
    
    
    $
    2,432,121
    
    
    $
    681,203Limited partners per unit share of net income
    
    $
    0.13
    
    
    $
    0.21
    
    
    $
    0.05
  27




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CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Partners Capital
 For the years ended December 31, 2006, 2005 and 2004
 Limited
    
    
    GeneralPartners
    
    
    Partner
    
    
    TotalBalances at January 1, 2004
    
    $
    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
    
    
    
    2,432,121Cash 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
    )
    
    $
    29,800,002
  28




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CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Statements of Cash Flows
 For the years ended December 31, 2006, 2005 and 2004
 2006
    
    
    2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    1,667,269
    
    
    $
    2,432,121
    
    
    $
    681,203Adjustments to reconcile net income to net cash from
operating activities:Depreciation
    
    
    5,402,119
    
    
    
    6,337,360
    
    
    
    7,057,111Net gain on disposal of equipment
    
    
    (402,262
    )
    
    
    (507,032
    )
    
    
    (2,776
    )Asset impairment loss
    
    
    
    
    
    
    125,498
    
    
    
    785,685Decrease (increase) in net lease and other
receivables due from Leasing Company
    
    
    66,727
    
    
    
    89,425
    
    
    
    (121,299
    )Total adjustments
    
    
    5,066,584
    
    
    
    6,045,251
    
    
    
    7,718,721Net cash provided by operating activities
    
    
    6,733,853
    
    
    
    8,477,372
    
    
    
    8,399,924Cash flows from investing activities:Proceeds from sale of container rental equipment
    
    
    5,548,830
    
    
    
    4,957,092
    
    
    
    2,233,719Proceeds collected on sales-type lease receivable
    
    
    31,285
    
    
    
    12,776
    
    
    
    Net cash provided by investing activities
    
    
    5,580,115
    
    
    
    4,969,868
    
    
    
    2,233,719Cash flows from financing activities:Distributions to general partner
    
    
    (441,968
    )
    
    
    (546,235
    )
    
    
    (380,172
    )Distributions to limited partners
    
    
    (13,141,009
    )
    
    
    (13,677,376
    )
    
    
    (8,403,089
    )Net cash used in financing activities
    
    
    (13,582,977
    )
    
    
    (14,223,611
    )
    
    
    (8,783,261
    )Net (decrease) increase in cash and cash equivalents
    
    
    (1,269,009
    )
    
    
    (776,371
    )
    
    
    1,850,382Cash and cash equivalents at beginning of year
    
    
    4,711,949
    
    
    
    5,488,320
    
    
    
    3,637,938Cash and cash equivalents at end of year
    
    $
    3,442,940
    
    
    $
    4,711,949
    
    
    $
    5,488,320Supplemental 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
    
    $
    122,979
    
    
    $
    44,949
    
    
    $
    
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CRONOS GLOBAL INCOME FUND XV, L.P.
 
 Notes to Financial Statements
 December 31, 2006, 2005 and 2004
 (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 12th 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, 2006, approximately 63% 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.
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CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (1)
    
    Summary of Significant Accounting Policies (continued)
 (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 require 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.
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CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (1)
    
    Summary of Significant Accounting Policies (continued)
 (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.(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 projecting future cash flows from container rental
equipment operations is prepared annually or upon material changes in market conditions..
Current and projected utilization rates, per-diem rental rates, direct operating expenses,
fleet size and container disposals
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CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (1)
    
    Summary of Significant Accounting Policies (continued)
 (h)
    
    Container Rental Equipment (continued)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 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.
   
    
    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.
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##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (1)
    
    Summary of Significant Accounting Policies (continued)
 (h)
    
    Container Rental Equipment (continued)
 
    
    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:
 There were no impairment charges to the carrying value of container rental equipment
during 2006.(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.(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.Certain prior year amounts in the notes to the financial statements have been reclassified
to conform to the 2006 presentation.(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
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##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (1)
    
    Summary of Significant Accounting Policies (continued)
 (k)
    
    New Accounting Pronouncements (continued)December 15, 2005. The Partnership adopted SFAS 154 effective January 1,
2006, with no significant impact on the financial position or result of operations of the
Partnership.In September 2006, the FASB issued SFAS No. 157  Fair Value Measurements (SFAS 157).
SFAS 157 is effective for financial statements for fiscal years beginning after November
17, 2007 and interim periods beginning after that date. Earlier adoption is encouraged,
providing no financial statements have yet been issued during the fiscal year. SFAS 157
defines fair value, the methods used to measure fair value and will require expanded
disclosures about fair value measurements. The Partnership will adopt SFAS 157 on January
1, 2008 but does not expect adoption to have a significant impact on the financial
position or result of operations of the Partnership, however, additional disclosures may
be required about the inputs used to develop the measures and the effect of certain
measures on changes in assets and liabilities for the period.In September 2006, the FASB issued FASB Staff Position No. AUG AIR-1 (FSP AIR-1)
Accounting for Planned Major Maintenance Activities which addresses the accounting for
planned major maintenance activities. FSP AIR-1 is effective for fiscal years beginning
after December 15, 2006, although earlier adoption is permitted as of the beginning of an
entitys fiscal year. The guidance in FSP AIR-1 shall be applied retrospectively for all
financial statements presented, unless it is impracticable to do so. FSP AIR-1 amends
certain provisions in the AICPA Industry Audit Guide, Audits of Airlines and the
Accounting Principles Board (APB) Opinion No. 28, Interim Financial Reporting. FSP
AIR-1 prohibits the use of the
accrue-in-advance method of accounting for planned major maintenance activities in annual
and interim financial reporting periods. The Partnership early adopted FSP AIR-1,
effective January 1, 2006, with no significant impact on the financial position or result
of operations of the Partnership.In September 2006, the Securities and Exchange Commission (the SEC) issued Staff
Accounting Bulletin No. 108, Section N to Topic 1, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB
108). SAB 108 requires the evaluation of prior year misstatements using both the balance
sheet approach and the income statement approach. In the initial year of adoption, should
either approach result in quantifying an error that is material in the light of
quantitative and qualitative factors, SAB 108 guidance allows for a one-time cumulative
effect adjustment to opening retained earnings. In years subsequent to adoption,
previously undetected misstatements deemed material shall result in the restatement of
previously issued financial statements in accordance with SFAS No. 154  Accounting
Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No.
3. SAB 108 is effective for financial statements for fiscal years ending after November
15, 2006. The Partnership adopted SAB 108 in 2006 with no significant impact on the
financial position or result of its operations of the Partnership.
 (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, 2006, the Partnership
owned 16,043 twenty-foot, 5,801 forty-foot and 1,729 forty-foot high-cube marine dry cargo
containers, as well as 256 twenty-foot and 70 forty-foot high-cube
refrigerated containers,
and 198 twenty-four thousand-liter tanks. A
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##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (2)
    
    Operating Segment (continued)summary of gross lease revenue earned by the Leasing Company, on behalf of the Partnership, by product, for the years ended December
31, 2006, 2005 and 2004 follows:
 2006
    
    
    2005
    
    
    2004Dry cargo containers
    
    $
    7,727,830
    
    
    $
    10,294,376
    
    
    $
    11,074,600Refrigerated containers
    
    
    760,339
    
    
    
    1,015,392
    
    
    
    1,289,032Tank containers
    
    
    562,421
    
    
    
    625,922
    
    
    
    628,824Total
    
    $
    9,050,590
    
    
    $
    11,935,690
    
    
    $
    12,992,456
 Due to the Partnerships lack of information regarding the physical location of its fleet of
containers when on lease in the global shipping trade, the Partnership believes that it does
not possess discernible geographic reporting segments as defined in SFAS No. 131 (SFAS 131),
Disclosures about Segments of an Enterprise and Related Information.The Partnership does not believe that its ongoing business is dependent upon a single
sub-lessee of the Leasing Company, although the loss of one or more of the Leasing Companys
lessees could have an adverse effect upon its business. One sub-lessee of the Leasing Company
generated more than 10% of the Leasing Companys rental revenue earned on behalf of the
Partnership during 2006. Mediterranean Shipping Company S.A. (MSC) generated approximately
13% or $1,192,763 of the Leasing Companys rental revenue earned on behalf of the Partnership
during 2006. One sub-lessee of the Leasing Company generated more than 10% of the Leasing
Companys rental revenue earned on behalf of the Partnership during 2005. MSC generated
approximately 10% or $1,232,674 of the Leasing Companys rental revenue earned on behalf of the
Partnership during 2005. No single sub-lessee of the Leasing Company generated more than 10% of
the Leasing Companys rental revenue earned during 2004. Substantially all of the Leasing
Companys sub-lessees of the Leasing Company are billed and pay in United States dollars.(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.
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CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (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, 2006 and 2005 were as follows:
 December 31,
    
    
    December 31,2006
    
    
    2005Gross lease and other receivables
    
    $
    2,215,917
    
    
    $
    2,901,995Sales-type lease receivable (net of unearned income)
    
    
    89,913
    
    
    
    34,1532,305,830
    
    
    
    2,936,148Less:Direct operating payables and accrued expenses
    
    
    521,540
    
    
    
    952,597Base management fees (receivable) payable
    
    
    (5,858
    )
    
    
    3,087Reimbursed administrative expenses
    
    
    36,537
    
    
    
    54,289Allowance for doubtful accounts
    
    
    307,405
    
    
    
    294,342859,624
    
    
    
    1,304,315Net lease and other receivables
    
    $
    1,446,206
    
    
    $
    1,631,833
  Gross Sales-Type
    
    
    Unearned Sales-Type
    
    
    Net Minimum FutureLease Receivable
    
    
    Lease Income
    
    
    Sales-Type Lease Rentals2007
    
    $
    50,370
    
    
    $
    10,733
    
    
    $
    39,6372008
    
    
    34,434
    
    
    
    5,841
    
    
    
    28,5932009
    
    
    22,830
    
    
    
    1,147
    
    
    
    21,683Total
    
    $
    107,634
    
    
    $
    17,721
    
    
    $
    89,913
 (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. Repair costs, when incurred
by this service, are included within rental equipment operating expenses, a component of net
lease revenue. 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.
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##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (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, 2006, 2005 and 2004 was as
follows:
 2006
    
    
    2005
    
    
    2004Rental revenue
    
    $
    9,050,590
    
    
    $
    11,935,690
    
    
    $
    12,992,456Less:Rental equipment operating expenses
    
    
    1,175,680
    
    
    
    1,986,062
    
    
    
    2,670,780Base management fees
    
    
    625,919
    
    
    
    819,380
    
    
    
    898,156Reimbursed administrative expenses:Salaries
    
    
    356,771
    
    
    
    454,574
    
    
    
    497,577Other payroll related expenses
    
    
    46,626
    
    
    
    63,696
    
    
    
    62,534General and administrative expenses
    
    
    95,906
    
    
    
    117,268
    
    
    
    160,482499,303
    
    
    
    635,538
    
    
    
    720,5932,300,902
    
    
    
    3,440,980
    
    
    
    4,289,529Net lease revenue
    
    $
    6,749,688
    
    
    $
    8,494,710
    
    
    $
    8,702,927
 (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:
 2006
    
    
    2005
    
    
    2004Base management feesLeasing Company
    
    $
    625,919
    
    
    $
    819,380
    
    
    $
    898,156Reimbursed administrative expensesCCC
    
    
    64,744
    
    
    
    83,221
    
    
    
    92,275Leasing Company
    
    
    434,559
    
    
    
    552,317
    
    
    
    628,318499,303
    
    
    
    635,538
    
    
    
    720,593$
    1,125,222
    
    
    $
    1,454,918
    
    
    $
    1,618,749
  2006
    
    
    2005CCC
    
    $
    4,140
    
    
    $
    8,741Leasing Company
    
    
    26,539
    
    
    
    48,635$
    30,679
    
    
    $
    57,376
 38




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##### Table of Contents



CRONOS GLOBAL INCOME FUND XV, L.P.
 Notes to Financial Statements
 (8)
    
    Limited Partners CapitalCash distributions made to the limited partners during 2006, 2005 and 2004 included
distributions of proceeds from equipment sales in the amount of $5,870,246, $4,082,353 and
$1,460,109, 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, 2006, 2005 and 2004 was $4, $6,
and $8, 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.(9)
    
    The Cronos GroupThe Cronos Group (the Parent Company) announced on February 28, 2007 the proposed sale of the
Parent Company to CRX Acquisition Ltd. (Purchaser), an affiliate of the Fortis group of
companies, which include the Parent Companys lead lender and a partner in the Parent Companys
Joint Venture Program. The Parent Company is the indirect corporate parent of CCC, the general
partner of the Partnership.The Parent Company reported the proposed sale in its 8-K report of March 2, 2007. Consummation
of the transaction requires the approval of the Parent Companys shareholders, which will be
sought at the Parent Companys 2007 annual meeting. The proxy statement for that meeting will
contain detailed disclosures regarding the transaction. As proposed, the transaction consists
of the sale of all of the Parent Companys assets to CRX and the assumption by CRX of all of
its liabilities. In connection with the proposed sale, the Parent Company will submit to its
shareholders a plan of liquidation, providing for the liquidation of the Parent Company
promptly after sale of its assets to CRX and CRXs assumption of the Parent Companys
liabilities. If approved by the Parent Companys shareholders, and the transaction closes, the
Parent Company will liquidate and dissolve, and its business will be continued by CRX as a
private company. The management of the Parent Company will continue as the management of CRX,
and members of the senior management of the Parent Company will acquire an equity interest in
the Purchaser. The Parent Company anticipates a closing of the transaction this summer.CCC does not anticipate any changes in its management, or in the Leasing Companys ability to
manage the Partnerships fleet in subsequent periods, but is unable to determine the impact, if
any, the Parent Companys sale may have on the future operating results, financial condition
and cash flows of the Partnership or CCC.
 39




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##### Table of Contents



Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
   
 Item 9B. Other Information
  40




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##### 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
 41




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##### 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
 42




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##### Table of Contents



Audit Committee
  Audit Committee Financial Expert
  Code of Ethics
  ir@cronos.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  43




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##### Table of Contents



Item 11. Executive Compensation
    Cash Fees andName
    
    Description
    
    Distributions1)
    
    CCL
    
    Base management fees  equal to 7% of
gross lease 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
    
    $
    634,8642)
    
    CCC
    
    Reimbursed administrative expenses -
equal to the costs expended by CCC and
its affiliates for services
    
    $
    69,345CCL
    
    necessary to
the prudent operation of the Partnership
pursuant to Section 4.4 of the Limited
Partnership Agreement
    
   $
    447,7093)
    
    CCC
    
    Interest in Fund  5% of distributions of
distributable cash for any quarter
pursuant to Section 6.1 of the Limited
Partnership Agreement
    
    $
    441,968
 44




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
         
 Item 13. Certain Relationships and Related Transactions
         45




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
  Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  46




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Page(1) Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    25(2) The following financial statements of the Partnership are included in Part II, Item 8:Balance Sheets  as of December 31, 2006 and 2005
    
    
    26Statements of Operations  for the years ended December 31, 2006, 2005 and 2004
    
    
    27Statements of Partners Capital  for the years ended December 31, 2006, 2005 and 2004
    
    
    28Statements of Cash Flows  for the years ended December 31, 2006, 2005 and 2004
    
    
    29Notes to Financial Statements
    
    
    30
   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. 47




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##### 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 16, 2007/s/ John Kallas

John Kallas
    
    Chief Financial Officer and
Director of
Cronos Capital Corp. (CCC)
(Principal Financial and
Accounting Officer of CCC)
    
    March 16, 2007/s/ Elinor A.
Wexler

Elinor A. Wexler
    
    Vice President-Administration,
Secretary and Director of
Cronos Capital Corp.
    
    March 16, 2007




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##### 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.