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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
     
(Mark One)
   
x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE             

SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2004
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: 0-24464
THE CRONOS GROUP
(Exact name of Registrant as specified in its charter)
     
LUXEMBOURG
  NOT APPLICABLE
(State or other Jurisdiction of incorporation or organization)
  (I.R.S. Employer Identification No.)
16, ALLÉE MARCONI, BOÎTE POSTALE 260, L-2120 LUXEMBOURG
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area codes:
(352) 453145
 
Securities registered pursuant to Section 12(b) of the Act.
     
Title of each class
None
  Name of each exchange on which registered
Not applicable
Securities registered pursuant to Section 12(g) of the Act.
Common Shares, $2 par value per share
(Title of Class)
      Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     YES x  NO o
      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in PART III of this Form 10-K or any amendment to this Form 10-K.     o
      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 of the Act)     YES o  NO x
      The aggregate market value of common shares held by non-affiliates of the registrant calculated by reference to the closing price on June 30, 2004, (the last business day of the registrant’s second fiscal quarter in 2004), was approximately $41,029,463.
      The number of Common Shares outstanding as of March 22, 2005:
     
Class   Number of Shares Outstanding
     
Common
  7,286,602
      Portions of the following documents have been incorporated by reference into this report.
     
Document   Form 10-K Parts
     
Proxy Statement for Annual Meeting to be held in 2005   Part II — Item 5, Part III



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 EXHIBIT 21.1
 EXHIBIT 23.1
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1

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INTRODUCTORY NOTE
      Unless the context indicates otherwise, the “Company” means The Cronos Group excluding its subsidiaries, and “Cronos” or the “Group” means The Cronos Group including its subsidiaries.
      “TEU” means twenty-foot equivalent units, the standard unit of physical measurement in the container industry. All references herein to “$” or “Dollars” are to United States dollars.
      The information in this Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of the Group with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Group’s control. All statements, other than statements of historical facts included in this report, regarding strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Group are forward-looking statements. When used in this report, the words “will”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Group does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I
Item 1 — Business
          Introduction
      The Company is a limited liability company (société anonyme holding) organized in Luxembourg with its registered office at 16, Allée Marconi, Boîte Postale 260, L-2120 Luxembourg (telephone (352) 453145). The Company is registered with the Luxembourg Registrar of Companies under registration number R.C.S. Lux. B. 27489. The internet address of the Company is www.cronos.com. Cronos Containers Limited, the Company’s principal container leasing subsidiary, is a UK corporation.
      Cronos is the successor to Intermodal Equipment Associates (“IEA”) and Leasing Partners International (“LPI”). IEA began managing and leasing dry cargo containers in 1978, primarily under master leases. LPI was established in 1983 to manage and lease refrigerated containers. In 1990, LPI acquired IEA and the companies combined their operations under the new name Cronos. In December 1995 and January 1996, the Company and a selling shareholder sold 3,643,000 common shares of the Company in a public offering (the “Public Offering”).
      Cronos is one of the world’s leading lessors (by aggregate TEU capacity) of intermodal marine containers. It owns and manages a fleet of dry cargo, refrigerated, tank and dry freight special containers. Through an extensive global network of offices and agents, Cronos leases both its own and other owners’ containers to over 400 ocean carriers and transport operators, including the majority of the 25 largest ocean carriers.
          Industry Background
      A marine cargo container is a reusable metal container designed for the efficient carriage of cargo with a minimum of exposure to loss through damage or theft. Containers are manufactured to conform to worldwide standards of container dimensions and container ship fittings adopted by the International Standards Organization (“ISO”) in 1968. The standard container is either 20’ long × 8’ wide × 8’ 6” high (one TEU) or 40’ long × 8’ wide × 8’ 6” high (two TEU). Standardization of the construction, maintenance and handling of containers allows containers to be picked up, dropped off, stored and repaired effectively throughout the world. This standardization is the foundation on which the container industry has developed.
      Standard dry cargo containers are rectangular boxes constructed to carry a wide variety of cargoes ranging from heavy industrial raw materials to light-weight finished goods. Specialized containers such as refrigerated and tank containers are utilized for the transport of temperature-sensitive goods and for the carriage of liquid cargo. Cellular Palletwide Containers (“CPCs”) provide shipping lines with a container of extra interior width for the carriage of unitized or palletized cargoes. See “Fleet Profile” herein.
      One of the primary benefits of containerization has been the ability of the shipping industry to effectively lower freight rates due to the efficiencies created by standardized intermodal containers. Containers can be handled much more efficiently than loose cargo and are typically shipped via several modes of transportation, including ship, truck and rail. Containers require loading and unloading only once and remain sealed until arrival at the final destination, significantly reducing transport time, labor and handling costs, as well as losses due to damage and theft. Efficient movement of containerized cargo between ship and shore reduces the amount of time that a ship must spend in port.
      The logistical advantages and reduced freight rates brought about by containerization have been major catalysts for world trade growth since the late 1960s, resulting in increased demand for containers. The world’s container fleet has grown from an estimated 270,000 TEU in 1969 to approximately 17 million TEU by the end of 2004.
      The container leasing business is cyclical and depends largely upon the volume of world trade.

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          Benefits of Leasing for Shipping Lines
      The container fleets of leasing companies represent approximately 46% of the world’s total container fleet with the balance owned predominantly by shipping lines. Shipping lines, which traditionally operate on tight profit margins, often supplement their owned fleets of containers with leased containers, and in doing so, achieve the following financial and operational benefits:
        Leasing allows the shipping lines to utilize the equipment they need without having to make large capital expenditures;
 
        Leasing offers a shipping line an alternative source of financing in a traditionally capital-intensive industry;
 
        Leasing enables shipping lines to expand their 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 owned containers;
 
        Leasing allows shipping lines to benefit from the relationship between container manufacturers and leasing companies.
          Types of Leases Available to Shipping Lines
      Master leases are leases under which a customer may lease a certain number of containers as they are required 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 revenue) than term leases. Ocean carriers generally use master leases to help 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 are 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 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.
      Direct financing leases are usually long-term in nature, typically 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 higher than rates charged under either term or master leases.
      The mix of container equipment held under master, term and direct financing leases varies widely among leasing companies.
      Lease rates depend on several factors including market conditions, customer credit rating, type of lease, length of lease term, type and age of the equipment, equipment replacement cost, interest rates and maintenance requirements.

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          Company Strategy
      Cronos focuses on optimizing the return on container investment capital by providing flexible master, term and direct financing leases to the world’s top ocean carriers, across a broad range of dry cargo and specialized containers.
          Lease Profile
      Cronos offers flexible leasing arrangements primarily through master and term leases for dry cargo containers.
                                             
    Percentage of Fleet by Lease Type as of December 31, 2004
     
    Product Type
     
        Dry Freight    
Type of Lease   Dry Cargo   Refrigerated   Tank   Specials   Total Fleet
                     
Master
    49%       37%       61%       44%       49%  
Term
                                       
 
- short-term(1)
    22%       14%       11%       9%       21%  
 
- long-term(2)
    25%       46%       25%       30%       25%  
Direct Financing
    4%       3%       3%       17%       5%  
                               
   
Total
    100%       100%       100%       100%       100%  
                               
 
(1)  Short-term leases represent term leases that are either scheduled for renegotiation or that may expire in 2005.
 
(2)  Long-term leases represent term leases, the majority of which will expire between 2006 and 2011.
      The terms and conditions of the Group’s leases provide that customers are responsible for paying all taxes and service charges arising from container use, maintaining the containers in good and safe operating condition while on lease and paying for repairs, excluding ordinary wear and tear, upon redelivery. Some leases provide for a “damage protection plan” whereby lessees, for an additional payment (which may be in the form of a higher per diem rate), are relieved of the responsibility of paying some or all of the repair costs upon redelivery of the containers. The Group offers this service to selected customers. Repairs provided under such a plan are carried out by the same depots, under the same procedures, as the repairs to containers not covered by such plans. Customers are also required to insure leased containers against physical damage and loss, as well as against third party liability for loss, damage, bodily injury or death.
          Customers
      Cronos is not dependent upon any particular customer or group of customers. None of the Group’s customers accounts for more than 10% of its revenue, and the ten largest customers accounted for approximately 56% of the total leased TEU fleet. The majority of Cronos’ customers are billed and pay in United States dollars.
      Cronos sets maximum credit limits for all customers, limiting the number of containers leased to each customer according to established credit criteria. Cronos continually tracks its credit exposure to each customer. Cronos’ credit committee meets quarterly to analyze the performance of existing customers and to recommend actions to be taken in order to minimize credit risks. Cronos uses specialist third party credit information services and reports prepared by local staff to assess credit quality.
      The Group may be subject to unexpected loss in rental revenue from container lessees that default under their container lease agreements.
          Fleet Profile
      Cronos focuses on supplying high-quality containers to its customers. These containers are manufactured to specifications that exceed ISO standards and are designed to minimize repair and operating costs. Cronos

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operates a fleet of dry cargo, refrigerated, tank and dry freight special containers. Cronos believes that this fleet diversification enables it to broaden its business base with its customers by supplying a wide range of their equipment requirements.
      The following chart summarizes the gross lease revenue recorded by product for each of the years presented:
                                         
(in thousands)   2004   2003   2002   2001   2000
                     
Dry cargo containers
  $ 91,511     $ 80,773     $ 78,760     $ 84,921     $ 99,853  
Refrigerated containers
    20,613       20,829       21,293       22,422       24,899  
Tank containers
    8,295       6,713       6,123       5,908       6,481  
Dry freight specials
    11,677       9,186       7,467       7,094       6,372  
                               
Total
  $ 132,096     $ 117,501     $ 113,643     $ 120,345     $ 137,605  
                               
      Dry cargo containers are the most commonly used type of container in the shipping industry. Cronos’ dry cargo containers are constructed of all Corten® steel (i.e., Corten® roofs, walls, doors and undercarriage), which is a high-tensile steel yielding greater damage and corrosion resistance than mild steel.
      Refrigerated containers are used to transport temperature-sensitive products, such as meat, fruit and vegetables. The majority of Cronos’ refrigerated containers have high-grade stainless steel interiors and muffler grade outer walls. As with the dry cargo containers, all refrigerated containers are designed to minimize repair and maintenance and maximize damage resistance. Cronos’ refrigerated containers are designed and manufactured to include the latest generation refrigeration equipment, with the most recently built units controlled by modular microprocessors.
      Cronos’ tank containers are constructed and maintained in accordance with strict international codes for the worldwide transport and storage of bulk liquids on both land and sea. These codes include the ISO, the International Maritime Organization (“IMO”) and the American Society of Mechanical Engineers (“ASME”) VIII Pressure Vessel Design Code. The fleet comprises both T4 and T11 type tanks, which can carry highly flammable, corrosive, toxic and oxidizing substances as well as non-hazardous cargoes such as food and oils. Tank containers range in capacity from 17,500 litres to 31,000 litres and are generally insulated and equipped with a heating system (steam or electrical).
      Dry freight specials include CPCs, rolltrailers, open tops, flatracks and bulkers. Cronos owns the patents for the CPC, a specialized container designed specifically for the carriage of cargo on metric pallets. The patents expire at various dates between 2006 and 2013. CPCs allow for the side-by-side stowage of pallets, which is not possible in a standard ISO container, therefore increasing the load capacity per container. Cronos earns CPC licence fee income on the sale of CPCs to third parties. A rolltrailer is a heavy-duty chassis used for moving cargo onto and off of ships. Cronos entered the rolltrailer market in 1996 when it acquired a Swedish company with an existing fleet of rolltrailers. Open Tops are primarily used to enable loading of heavy machinery from above the container and for the carriage of certain over-height cargoes that would be unsuitable for a standard ISO container. Flat racks similarly are typically used for the transportation of heavy

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machinery. Bulkers are a container designed for granular cargoes, including plastics, certain chemicals and agricultural products.
                                           
    Cronos Fleet (in TEU thousands) at
    December 31,
     
    2004   2003   2002   2001   2000
                     
Dry cargo containers
    399.1       370.5       364.5       368.4       375.9  
Refrigerated containers
    11.5       12.3       13.3       13.9       12.5  
Tank containers
    3.5       2.7       2.4       2.3       2.0  
Dry freight specials:
                                       
 
CPCs
    15.5       13.1       8.3       5.4       3.3  
 
Rolltrailers
    3.3       2.8       2.7       2.5       2.5  
 
Other dry freight specials
    6.4       4.4       3.8       3.4       3.0  
                               
Total fleet
    439.3       405.8       395.0       395.9       399.2  
                               
          Operating Segments
      Cronos has four reportable segments, which are determined based on the source of container funding for the Group’s container fleet acquisitions:
      1. US Limited Partnership Programs (“US Limited Partnership Programs”),
      2. Joint Venture Program (“Joint Venture Program”),
      3. Private Container Programs (“Private Container Programs”), and
      4. Owned Containers (“Owned Containers”).
      Prior to December 2004, the US Limited Partnership Programs segment and the Joint Venture Program segment were combined in a single operating segment, Container Equity Programs, in accordance with the aggregation criteria of Statement of Financial Accounting Standards (“SFAS”) No. 131 — “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”). At December 31, 2004, the Joint Venture Program exceeded the 10% revenue threshold of SFAS 131 and accordingly has been reported as a separate segment. Corresponding items of segment information have been restated for prior years.
      Lease agreements with US Limited Partnership Programs, the Joint Venture Program and Private Container Programs. (collectively “Managed Container Programs”). The majority of agreements between the Group and Managed Container Programs are in the form of a master lease, under the terms of which the Group is not liable to make any payments to the Managed Container Programs until such time as the containers have been placed on lease to an ocean carrier. The agreements generally provide that the Group will make payments based upon the rentals collected from ocean carriers after deducting direct operating expenses and the compensation earned by the Group for managing the containers.
      Although all containers, regardless of the source of funding or ownership, are leased as part of a single global fleet, management separately monitors performance of the reportable segments.
      The following chart summarizes the composition of the Cronos fleet by segment (based on original equipment cost) at December 31 for each of the years indicated:
                                           
    2004   2003   2002   2001   2000
                     
US Limited Partnership Programs
    22%       25%       27%       29%       31%  
Joint Venture Program
    14%       8%       4%              
Private Container Programs
    32%       36%       39%       40%       40%  
Owned Containers
    32%       31%       30%       31%       29%  
                               
 
Total
    100%       100%       100%       100%       100%  
                               

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      As of December 31, 2004, no single owner, other than the Group, owned more than 14% of the Cronos fleet (based on original equipment cost).
      The Group evaluates the performance of its reportable segments based on segment profit or loss. Gross lease revenue is deemed to be earned based on the physical location of the containers while on lease and, as substantially all of the Group’s lease revenue is earned on containers used in global trade routes, the Group believes that it does not possess discernible geographic reporting segments as defined in SFAS 131.
      Segment revenues from external customers, segment profit or loss and total assets are disclosed in Note 2 to the 2004 Consolidated Financial Statements, and are incorporated by reference herein.
          US Limited Partnership Programs
      Since 1979, Cronos has sponsored seventeen US limited partnerships and raised over $480 million from over 37,000 investors. The partnerships are all California limited partnerships. Eight of the original seventeen partnerships have now been dissolved. The objectives of the partnerships are to invest in marine cargo containers, to generate a continuing income for distribution to the limited partners, and to realize the residual value of the container equipment at the end of its useful economic life or upon the dissolution of a partnership. See “Material Off-Balance Sheet Arrangements, Transactions and Obligations” under Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein.
      The US Limited Partnership Programs provide compensation to Cronos, the general partner, consisting of the following fees and commissions:
  •  Acquisition fees equal to between 1.5% and 5% (depending on the program) of the original cost of equipment acquired by the partnerships. Such fees are paid on or about the date of the equipment purchase and are recognized as income for accounting purposes by Cronos, in its statement of operations, on a straight-line basis over the period of the agreement to which they relate;
 
  •  Management fees equal to 7% of gross lease revenue;
 
  •  Incentive fees equal to 15% of distributable cash after the limited partners have received a return of their adjusted capital contributions and distributions in an amount equal to a cumulative compounded rate of between 8% to 10% per annum (depending on the program);
 
  •  Reimbursed administrative expenses for certain overhead and operating expenses;
 
  •  General partner’s share equal to 5% of distributable cash generated by the partnerships’ operating activities and 1% of distributions from sales proceeds.
      One customer, Mediterranean Shipping Company S.A. (“MSC”), accounted for 10% of gross lease revenue of the US Limited Partnership Programs operating segment for the year ended December 31, 2004. MSC is a private company based in Switzerland and is ranked as the second largest container liner operator in the world.
          Joint Venture Program
      Cronos established the Joint Venture Program in 2002 with one of the Company’s lenders. See “Material Off-Balance Sheet Arrangements, Transactions and Obligations” under Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein.
      The Joint Venture Program provides compensation to Cronos consisting of the following fees:
  •  Acquisition fees equal to 1.25% of the original cost of equipment acquired by the Joint Venture Program. Such fees are paid on or about the date of the equipment purchase and are recognized as income for accounting purposes by Cronos, in its statement of operations, on a straight-line basis over the period of the agreement to which they relate;
 
  •  Management fees equal to 8% of net lease revenue (gross lease revenue less direct operating expenses);

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  •  Disposition fees equal to 5% of the excess of the disposal proceeds over the net book value of the container disposed.
      For the year ended December 31, 2004, two separate customers each accounted for 12% of gross lease revenue for this segment. The first, CMA-CGM S.A., is a private company headquartered in France and is ranked as the fifth largest container liner operator in the world. The second, COSCO Container Lines Company Limited, a company headquartered in China, is ranked as the ninth largest container liner operator in the world.
          Private Container Programs
      Cronos manages containers pursuant to agreements negotiated directly with corporations, partnerships and private individuals located in Europe, the United States and South Africa. The terms of the agreements vary from 1 to 15 years and take two principal forms.
      Under the first form of agreement, Cronos generally earns compensation equal to gross lease revenue less direct operating expenses less the payment to the Managed Container Programs, computed in accordance with the terms of each individual agreement. In certain cases, Cronos may also earn an incentive fee.
      Under the second form of agreement, the container owner is entitled to a fixed payment for a specified term (see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein).
          Owned Containers
      Cronos uses various forms of funding to finance its owned fleet including bank loans and capital leases. From time to time, Cronos also owns containers on a temporary basis until such time that the containers are sold to the Managed Container Programs. Most containers identified for sale to Managed Container Programs are purchased new by Cronos, and sold to owners of Managed Container Programs within six months. This strategy allows Cronos more flexibility to negotiate and buy containers strategically, based on market conditions. In addition, Cronos may on occasion own equipment that has been acquired specifically for resale to third parties that does not enter the Cronos managed fleet.
      Assets that are funded by capital leases are initially reported at the fair value of the asset categorized within container equipment, with an equivalent liability reported as capital lease obligations. Container equipment is depreciated over its expected useful life. Finance charges are reported over the lease term in accordance with the effective interest method and are recorded as interest expense.
          Employees
      As of December 31, 2004, Cronos had 80 employees worldwide; 41 were located in Europe, 24 in the United States and 15 in Asia and Australia combined. None of Cronos’ employees is covered by a collective bargaining agreement.
          Acquisition Policy
      Cronos’ acquisition policy for the total fleet is driven by capital availability, market requirements and anticipated future demand, including demand generated by trade growth and the replacement of containers retired around the world. The Group believes that the worldwide manufacturing capacity for all container types is adequate to meet its current and near-term requirements.
      In recent years, China has emerged as the primary location for almost all types of container manufacturing. Refrigeration units, which represent approximately half of the cost of a refrigerated container, are purchased from the two primary suppliers of container refrigeration units headquartered in the United States, both of which have manufacturing plants in the Far East. These units are shipped to the container manufacturer for installation into the container.

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      All of the tank containers in the Cronos fleet have been purchased from manufacturers based in China, South Africa, the United Kingdom and Belgium.
          Repair and Maintenance
      All containers are inspected and repaired when redelivered in accordance with standardized industry guidelines. Depots in major port areas perform repair and maintenance work that is verified by either independent surveyors or the Cronos technical and operations staff. As described under Item 1 — “Business — Lease Profile” some customers enter into a damage protection plan. All other customers are obligated to pay for all damage repairs, excluding wear and tear.
      Before any repair or refurbishment is authorized on older containers in the Cronos fleet, the Cronos technical and operations staff review the age, condition and type of container and its suitability for continued leasing. Cronos compares the cost of such repair or refurbishment with the prevailing market resale price that might be obtained for that container and makes the decision whether to repair or sell the container accordingly. Cronos is authorized to make this decision on behalf of most of the owners for whom it manages equipment and makes the decision by applying the same standards to the managed containers as to its own containers.
          Disposition of Used Containers
      Cronos estimates that the useful operational life for most containers in the Group fleet ranges from 12 to 15 years.
      Cronos disposes of used containers in a worldwide secondary market in which buyers include wholesalers, mini-storage operators, construction companies and others. The market for used containers generally depends on new container prices, the quantity of containers targeted for disposal and the overall lease market for containers at a particular location.
          Operations
      Cronos’ sales and marketing operations are conducted through Cronos Containers Limited (“CCL”), a wholly-owned subsidiary based in the United Kingdom. CCL is supported in this role by area offices and dedicated agents located in San Francisco, New Jersey, Antwerp, Genoa, Hamburg, Gothenburg, Singapore, Hong Kong, Sydney, Tokyo, Taipei, Seoul, Rio de Janeiro, Shanghai and Chennai.
      Cronos also maintains agency relationships with 14 independent agents around the world who are generally paid a commission based upon revenues generated in the region or the number of containers that are leased from their area. These agents are located in areas where the volume of Cronos’ business necessitates a presence in the area but is not sufficient to justify a fully-functioning Cronos office or dedicated agent. Agents provide marketing support to these areas, together with limited operational support.
      In addition, Cronos relies on the services of approximately 350 independently owned and operated depots around the world to inspect, repair, maintain and store containers while off-hire. The Group’s area offices authorize all container movements into and out of the depot and supervise all repairs and maintenance performed by the depot. The Group’s technical staff set the standards for repair of the Cronos fleet throughout the world and monitor the quality of depot repair work. The depots provide a link to the Group’s operations, as the redelivery of a container into a depot is the point at which the container is off-hired from one customer and repaired, if necessary, and stored in preparation for re-leasing to the next customer.
      Cronos’ global network is integrated with its computer system and provides 24-hour communication between offices, agents and depots. The system allows Cronos to manage and control its global fleet and provides the responsiveness and flexibility necessary to service the leasing market effectively. This system is an integral part of Cronos’ service, as it processes information received from the various offices, generates billings to lessees and produces a wide range of reports on all aspects of the Group’s leasing activities. The system records the life history of each container, including the length of time on-hire, repair costs, as well as port activity trends, leasing activity and equipment data per customer. The operations and marketing data

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interfaces with Cronos’ finance and accounting system to provide revenue, cost and asset information to management and staff around the world.
      In recent years, Cronos and other lessors have developed certain internet-based applications. For Cronos, these applications enhance its customer support network by allowing customer access for on-line product inquiries. The Group is continuing to develop this side of its business and will introduce other internet options as suitable applications are identified.
Competition
      Competition among container leasing companies is based upon several factors, including the location and availability of inventory, lease rates, the type, quality and condition of the containers, the quality and flexibility of the service offered, the availability of suitable financing and the professional relationship between the customer and the lessor. Other factors include the speed with which a leasing company can prepare its containers for lease and the ease with which a lessee believes it can do business with a lessor or its local area office. Not all container leasing companies compete in the same market as some supply only specific container types.
      Cronos competes with various container leasing companies in the markets in which it conducts business. The container leasing companies essentially comprises three broad groups. The first group includes five leasing companies that control almost 65% of the total leased fleet. The second group, which includes Cronos, controls approximately 24% of the total leased fleet. The third group controlling the remaining 11% comprises the smaller, more specialized fleet operators.
      In Cronos’ experience, ocean carriers generally lease containers from several leasing companies in order to minimize dependence on a single supplier.
      Economies of scale, worldwide operations, diversity, size of fleet and financial strength are increasingly important to the successful operation of a container leasing business. Additionally, as containerization continues to grow, customers may demand more flexibility from leasing companies, particularly regarding the structure of leases, per diem rates, pick-up and drop-off locations, and the availability of containers.
      Cronos believes it has created a strategic advantage due to its product and funding diversity, allowing it to develop a wider customer portfolio and lower risk profile.
Insurance
      Cronos’ lease agreements typically require ocean carriers to obtain insurance to cover all risks of physical damage and loss of the equipment under lease, as well as public liability and property damage insurance. However, the precise nature and amount of the insurance carried by each ocean carrier varies from lessee to lessee.
      In addition, Cronos has purchased secondary insurance effective in the event that a lessee fails to have adequate primary coverage. This insurance covers liability arising out of bodily injury and/ or property damage as a result of the ownership and operation of the containers, as well as insurance against loss or damage to the containers, loss of lease revenue in certain cases and cost of container recovery and repair in the event that a customer goes into bankruptcy. Cronos believes that the nature and amounts of its insurance are customary in the container leasing industry and subject to standard industry deductions and exclusions.
Financial Information about Geographic Areas
      The operations of the Group are subject to the fluctuations of world economic and political conditions. Such factors may affect the pattern and levels of world trade. The Group believes that the risks associated with leases to non US customers are generally the same as for leases to US customers.
      Lease revenue is deemed to be earned based on the physical location of the containers while on lease. Almost all of the Group’s lease revenue is earned on containers used by its customers in global trade routes.

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Accordingly, the Group believes that it does not possess discernible geographic reporting segments (see additional discussion in “Operating Segments” and in Note 2 to the 2004 Consolidated Financial Statements).
Risk Factors
      An investment in the common shares of the Company involves a high degree of risk. The principal risks that attend the Company and its business include the following:
      Market for Common Shares. The market for the Company’s outstanding common shares is not liquid. The Company’s four largest groups of shareholders control approximately 67% of its outstanding common shares. For 2004, the average daily trading volume in the Company’s shares was 15,448.
      Requirement for third party Capital. Cronos is heavily dependent upon third parties to supply it with the capital required for container acquisitions. Such capital may not be available to the Group to enable it to expand its fleet of containers.
      Business & Economic Risks. The Group may be adversely affected by economic and business factors to which the transportation industry in general and the container leasing industry in particular is subject. These factors, which generally are beyond the control of the Group, include:
  •  Economic conditions in the shipping industry;
 
  •  The supply and pricing of new and used containers;
 
  •  Fluctuations in world trade:- Demand for leased containers is dependent upon levels of world trade and the supply of containers relative to demand. Future fluctuations in world trade could negatively affect the Group’s container leasing operations;
 
  •  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;
 
  •  Fluctuations in shipping lines’ fleet mix:- Demand for leased containers is largely dependent on the decision of shipping lines to lease containers rather than purchase containers to supplement their own operating fleets. Any significant changes in the composition of the shipping lines’ leased and owned container fleets could adversely affect the demand for leased containers;
 
  •  Fluctuations in inflation, interest rates and foreign exchange rates;
 
  •  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;
 
  •  The effects of strikes, labor disputes and foreign political unrest; and,
 
  •  The risk of terrorist attack involving containers.
      Competition. The container leasing industry is highly competitive. Some of Cronos’ competitors have greater financial resources than Cronos and may be more capable of offering lower per diem rates on a larger fleet. In addition, the barriers to entry for the container leasing industry are relatively low. If the supply of available equipment increased significantly as a result of new companies entering the industry, demand for Cronos equipment could be adversely affected.
      Defaults by Lessees. A default by a shipping line may result in lost revenue for past leasing services and additional operating expenses. The repossession of containers from shipping lines which have defaulted can prove difficult and, when containers are recovered, the Group may not be able to re-lease the equipment at comparable rates and at favorable lease terms.

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      Residual Value of Containers. The majority of containers that are at the end of their useful economic life are sold in the non-maritime secondary market for use as temporary or permanent storage facilities. The proceeds realized on the disposition of such containers depends on a variety of factors including the location of the container at the time of disposition, foreign currency exchange rates, the lease market for marine cargo containers, the cost of new containers, the quantity of used containers being supplied to the secondary market, technological advances in container construction and in techniques of ocean transportation, and developments in world trade. A reduction in container residual values could adversely affect the long-term returns generated by containers resulting in reduced profitability and reduced capital availability.
      Special Purpose Containers. Special purpose containers include refrigerated containers and tanks. Refrigerated containers are subject to inherent risks of mechanical breakdown and technological obsolescence. Tanks, which can be used t