##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to  .
 Commission file number 0-19770
 IEA INCOME FUND XI, L.P.
  California
(State or other jurisdiction of
incorporation or organization)
    
    94-3122430
(I.R.S. Employer Identification No.)
 
   Title of each classNot Applicable
    
    
    Name of each exchange onwhich registered
  UNITS OF LIMITED PARTNERSHIP INTERESTS
 o þ
 o þ
 þ o
 þ
  o o þ
 o þ




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##### 



IEA INCOME FUND XI, L.P.
 Report on Form 10-K for the Fiscal Year
Ended December 31, 2005
 TABLE OF CONTENTS
 PAGEPART I
    
    
    3Item 1  Business
    
    
    3Item 1A  Risk Factors
    
    
    10Item 1B  Unresolved Staff Differences
    
    
    14Item 2  Properties
    
    
    14Item 3  Legal Proceedings
    
    
    14Item 4  Submission of Matters to a Vote of Security Holders
    
    
    14PART II
    
    
    15Item 5  Market for the Partnerships Common Equity and Related Stockholder Matters
    
    
    15Item 6  Selected Financial Data
    
    
    16Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 7A  Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 8  Financial Statements and Supplementary Data
    
    
    22Item 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    36Item 9A  Controls and Procedures
    
    
    36Item 9B  Other Information
    
    
    36PART III
    
    
    37Item 10  Directors and Executive Officers of the Partnership
    
    
    37Item 11  Executive Compensation
    
    
    40Item 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    41Item 13  Certain Relationships and Related Transactions
    
    
    41Item 14  Principal Accountant Fees and Services
    
    
    42PART IV
    
    
    43Item 15  Exhibits and Financial Statement Schedules
    
    
    43EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




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##### Table of Contents



PART I
 
 Item 1. Business
    Percentage ofAmount
    
    
    Gross ProceedsGross Subscription Proceeds
    
    $
    39,996,240
    
    
    
    100.0
    %Public Offering Expenses:Underwriting Commissions
    
    $
    3,999,634
    
    
    
    10.0
    %Offering and Organization Expenses
    
    $
    703,234
    
    
    
    1.7
    %Total Public Offering Expenses
    
    $
    4,702,868
    
    
    
    11.7
    %Net Proceeds
    
    $
    35,293,372
    
    
    
    88.3
    %Acquisition Fees
    
    $
    345,466
    
    
    
    0.9
    %Working Capital Reserve
    
    $
    401,330
    
    
    
    1.0
    %Gross Proceeds Invested in Equipment
    
    $
    34,546,576
    
    
    
    86.4
    %
    3




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##### Table of Contents



2005
    
    
    2004
    
    
    2003Dry cargo containers
    
    $
    549,006
    
    
    $
    810,921
    
    
    $
    950,629Refrigerated containers
    
    
    53,822
    
    
    
    111,042
    
    
    
    141,891Total
    
    $
    602,828
    
    
    $
    921,963
    
    
    $
    1,092,520
       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; and
    
    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
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootContainers on lease:Master lease
    
    
    404
    
    
    
    199
    
    
    
    11
    
    
    
    10
    
    
    
    Term leaseShort term1
    
    
    172
    
    
    
    106
    
    
    
    4
    
    
    
    
    
    
    
    1Long term2
    
    
    80
    
    
    
    53
    
    
    
    3
    
    
    
    
    
    
    
    Sales-type lease
    
    
    732
    
    
    
    107
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    1,388
    
    
    
    465
    
    
    
    18
    
    
    
    10
    
    
    
    1Containers off lease
    
    
    97
    
    
    
    73
    
    
    
    1
    
    
    
    6
    
    
    
    Total container fleet
    
    
    1,485
    
    
    
    538
    
    
    
    19
    
    
    
    16
    
    
    
    1
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or that
may expire in 2006.2.
    
    Long term leases represent term leases, the majority of which will expire between 2007 and
2010.  Types of Leases
  
    
    Master leases.Master leases are leases under which a customer may lease a certain number of
containers, as needed, under a general agreement between the lessor and the lessee. Such
leases provide customers with greater flexibility by allowing them to pick up and drop off
containers where and when needed, subject to restrictions and availability, on pre-agreed
terms. Master leases also define the number of containers that may be returned within each
calendar month, the permitted return locations and applicable drop-off charges. Due to the
increased flexibility they offer, master leases usually command higher per-diem rates and
generate more ancillary revenue (including pick-up, drop-off, handling and off-hire fees) than
term leases. Ocean carriers generally use master leases to manage trade imbalances (where more
containerized cargo moves in one direction than another) by picking up a container in one port
and dropping it off at another location after one or more legs of a voyage. The commercial
terms of master leases are usually negotiated and 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 usually 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
 13




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Limited Liability Not Clearly Defined.
 
 Item 1B.Unresolved Staff Differences
  
 Item 2. Properties
  EstimatedUseful Life
    
    
    Average Age
    
    
    Average Cost20-Foot Dry Cargo Containers
    
    12-15 years
    
    14 years
    
    $
    2,74240-Foot Dry Cargo Containers
    
    12-15 years
    
    14 years
    
    $
    4,50840-Foot High-Cube Dry Cargo Containers
    
    12-15 years
    
    15 years
    
    $
    4,99320-Foot Refrigerated Containers
    
    12-15 years
    
    13 years
    
    $
    15,91440-Foot Refrigerated Containers
    
    12-15 years
    
    15 years
    
    $
    17,307
   
 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, 2005Units of limited partnership interests
    
    
    3,224
       15




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##### Table of Contents



Item 6. Selected Financial Data
 Year Ended December 31,2005
    
    2004
    
    2003
    
    2002
    
    2001Net lease revenue
    
    $
    413,946
    
    
    $
    668,599
    
    
    $
    672,306
    
    
    $
    849,782
    
    
    $
    1,627,441Net income (loss)
    
    $
    190,813
    
    
    $
    (562,108
    )
    
    $
    (679,413
    )
    
    $
    (1,300,584
    )
    
    $
    (1,312,231
    )Net income (loss) per unit of
limited partnership interest
    
    $
    0.00
    
    
    $
    (0.28
    )
    
    $
    (0.34
    )
    
    $
    (0.64
    )
    
    $
    (0.69
    )Cash distributions per unit of
limited partnership interest
    
    $
    0.59
    
    
    $
    0.58
    
    
    $
    0.65
    
    
    $
    1.24
    
    
    $
    1.78At year-end:Total assets
    
    $
    1,577,291
    
    
    $
    2,603,620
    
    
    $
    4,356,918
    
    
    $
    6,381,139
    
    
    $
    10,225,430Partners capital
    
    $
    1,577,291
    
    
    $
    2,603,620
    
    
    $
    4,356,918
    
    
    $
    6,381,139
    
    
    
    10,225,430
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    16




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Liquidity and Capital Resources
  RFP Access
     17




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Cash from Operating Activities
 Cash from Investing Activities
 Cash from Financing Activities
 Off-Balance Sheet Arrangements
  Contractual Obligations
  Results of Operations
 Market Overview
  18




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
    
    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
    
    RefrigeratedContainers
    

Container40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootContainers on lease:Master lease
    
    
    404
    
    
    
    199
    
    
    
    11
    
    
    
    10
    
    
    
    Term leaseShort term 1
    
    
    172
    
    
    
    106
    
    
    
    4
    
    
    
    
    
    
    
    1Long term 2
    
    
    80
    
    
    
    53
    
    
    
    3
    
    
    
    
    
    
    
    Sales-type lease
    
    
    732
    
    
    
    107
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    1,388
    
    
    
    465
    
    
    
    18
    
    
    
    10
    
    
    
    1Containers off lease
    
    
    97
    
    
    
    73
    
    
    
    1
    
    
    
    6
    
    
    
    Total container fleet
    
    
    1,485
    
    
    
    538
    
    
    
    19
    
    
    
    16
    
    
    
    1
 
 1.Short term leases represent term leases that are either scheduled for renegotiation or that
may expire in 2006.
 2.Long term leases represent term leases, the majority of which will expire between 2007 and
2010.
 Dry Cargo
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootUnits
    
    %
    
    Units
    
    %
    
    Units
    
    %
    
    Units
    
    %
    
    Units
    
    %Total purchases
    
    
    6,411
    
    
    
    100
    %
    
    
    3,342
    
    
    
    100
    %
    
    
    200
    
    
    
    100
    %
    
    
    103
    
    
    
    100
    %
    
    
    50
    
    
    
    100
    %Less disposals
    
    
    4,926
    
    
    
    77
    %
    
    
    2,804
    
    
    
    84
    %
    
    
    181
    
    
    
    91
    %
    
    
    87
    
    
    
    84
    %
    
    
    49
    
    
    
    98
    %Remaining fleet
at December 31,
2005
    
    
    1,485
    
    
    
    23
    %
    
    
    538
    
    
    
    16
    %
    
    
    19
    
    
    
    9
    %
    
    
    16
    
    
    
    16
    %
    
    
    1
    
    
    
    2
    %
  2005
    
    2004
    
    2003Fleet size (measured in
twenty-foot equivalent units (TEU))Dry cargo containers
    
    
    2,977
    
    
    
    3,840
    
    
    
    5,032Refrigerated containers
    
    
    38
    
    
    
    77
    
    
    
    126Average utilization ratesDry cargo containers
    
    
    94
    %
    
    
    93
    %
    
    
    84
    %Refrigerated containers
    
    
    81
    %
    
    
    75
    %
    
    
    53
    %
 19




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Liquidity and Capital Resources
     Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004
 Net lease revenue
 20




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Depreciation expense
 Other general and administrative expenses
 Net loss on disposal of equipment
  Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003
 Net lease revenue
 Depreciation expense
 Other general and administrative expenses
 Net loss on disposal of equipment
 
    
    The Partnerships disposal of 719 containers in 2004, as compared to 885 containers
during 2003. These disposals resulted in a net loss of $100,265 during 2004, compared to a
net loss of $392,950 during 2003. The Partnership believes that the net loss on container
disposals in 2004 was a result of various factors, including the volume of disposed
containers, the age, condition, suitability for continued leasing, as well as the
geographical location of the containers when disposed. These factors will continue to
influence the amount of sales proceeds received and the related gain or loss on container
disposals.
    
    The December 1, 2004 amendment of a term lease agreement with one lessee to include a
bargain purchase option, in exchange for the lessees continued lease of these older
containers and their eventual sale. As a result of the amendment, the Partnership
reclassified the term lease agreement as a sales-type lease, recorded a sales-type lease
receivable and recognized the sale of the 943 on-hire containers that were subject to the
amended term lease agreement. The difference between the present value of the future
payments under this lease and $574,198, the net book value of the containers at the time of
the amendment, resulted in a net loss of $394,534. The sales-type lease expires March 31,
2006.
 21




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##### Table of Contents



Critical Accounting Policies
 Container equipment  depreciable lives
 Container equipment  valuation:
 Allowance for doubtful accounts:
 New Accounting Pronouncements
  Inflation
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Exchange rate risk:
 
 Item 8. Financial Statements and Supplementary Data
 22




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 23




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IEA INCOME FUND XI, L.P.
 
 Balance Sheets
 December 31, 2005 and 2004
 2005
    
    
    2004AssetsCurrent assets:Cash and cash equivalents, includes $637,774 in 2005
and $760,239 in 2004 in interest-bearing accounts
    
    $
    652,774
    
    
    $
    775,239Net lease and other receivables due from Leasing Company
    
    
    78,740
    
    
    
    290,032Container rental equipment held for sale, net of accumulated
depreciation of $2,937,740 at December 31, 2005 and $-
at December 31, 2004
    
    
    694,507
    
    
    
    Total current assets
    
    
    1,426,021
    
    
    
    1,065,271Container rental equipment, at cost
    
    
    682,173
    
    
    
    6,213,647Less accumulated depreciation
    
    
    (530,903
    )
    
    
    (4,675,298
    )Net container rental equipment
    
    
    151,270
    
    
    
    1,538,349Total assets
    
    $
    1,577,291
    
    
    $
    2,603,620Partners CapitalPartners capital (deficit):General partner
    
    $
    (174,951
    )
    
    $
    (331,842
    )Limited partners
    
    
    1,752,242
    
    
    
    2,935,462Total partners capital
    
    $
    1,577,291
    
    
    $
    2,603,620
  24




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IEA INCOME FUND XI, L.P.
 
 Statements of Operations
 For the years ended December 31, 2005, 2004 and 2003
 2005
    
    
    2004
    
    
    2003Net lease revenue (notes 1 and 6)
    
    $
    413,946
    
    
    $
    668,599
    
    
    $
    672,306Other operating income (expenses):Depreciation
    
    
    (323,699
    )
    
    
    (647,205
    )
    
    
    (874,024
    )Other general and administrative expenses
    
    
    (101,453
    )
    
    
    (92,848
    )
    
    
    (87,835
    )Net gain (loss) on disposal of equipment
    
    
    186,007
    
    
    
    (494,799
    )
    
    
    (392,950
    )(239,145
    )
    
    
    (1,234,852
    )
    
    
    (1,354,809
    )Income (loss) from operations
    
    
    174,801
    
    
    
    (566,253
    )
    
    
    (682,503
    )Other income:Interest income
    
    
    16,012
    
    
    
    4,145
    
    
    
    3,090Net income (loss)
    
    $
    190,813
    
    
    $
    (562,108
    )
    
    $
    (679,413
    )Allocation of net income (loss):General partner
    
    $
    190,813
    
    
    $
    (5,621
    )
    
    $
    (6,795
    )Limited partners
    
    
    
    
    
    
    (556,487
    )
    
    
    (672,618
    )$
    190,813
    
    
    $
    (562,108
    )
    
    $
    (679,413
    )Limited partners per unit share of net income (loss)
    
    $
    0.00
    
    
    $
    (0.28
    )
    
    $
    (0.34
    )
  25




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IEA INCOME FUND XI, L.P.
 
 Statements of Partners Capital
 For the years ended December 31, 2005, 2004 and 2003
 Limited
    
    
    GeneralPartners
    
    
    Partner
    
    
    TotalBalances at January 1, 2003
    
    $
    6,631,002
    
    
    $
    (249,863
    )
    
    $
    6,381,139Net loss
    
    
    (672,618
    )
    
    
    (6,795
    )
    
    
    (679,413
    )Cash distributions
    
    
    (1,308,209
    )
    
    
    (36,599
    )
    
    
    (1,344,808
    )Balances at December 31, 2003
    
    
    4,650,175
    
    
    
    (293,257
    )
    
    
    4,356,918Net loss
    
    
    (556,487
    )
    
    
    (5,621
    )
    
    
    (562,108
    )Cash distributions
    
    
    (1,158,226
    )
    
    
    (32,964
    )
    
    
    (1,191,190
    )Balances at December 31, 2004
    
    
    2,935,462
    
    
    
    (331,842
    )
    
    
    2,603,620Net income
    
    
    
    
    
    
    190,813
    
    
    
    190,813Cash distributions
    
    
    (1,183,220
    )
    
    
    (33,922
    )
    
    
    (1,217,142
    )Balances at December 31, 2005
    
    $
    1,752,242
    
    
    $
    (174,951
    )
    
    $
    1,577,291
  26




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##### Table of Contents



IEA INCOME FUND XI, L.P.
 
 Statements of Cash Flows
 For the years ended December 31, 2005, 2004 and 2003
 2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net income (loss)
    
    $
    190,813
    
    
    $
    (562,108
    )
    
    $
    (679,413
    )Adjustments to reconcile net loss to net cash from
operating activities:Depreciation
    
    
    323,699
    
    
    
    647,205
    
    
    
    874,024Net (gain) loss on disposal of equipment
    
    
    (186,007
    )
    
    
    494,799
    
    
    
    392,950(Increase) decrease in net lease and other
receivables due from Leasing Company
    
    
    21,770
    
    
    
    (1,252
    )
    
    
    (12,377
    )Total adjustments
    
    
    159,462
    
    
    
    1,140,752
    
    
    
    1,254,597Net cash provided by operating activities
    
    
    350,275
    
    
    
    578,644
    
    
    
    575,184Cash flows from investing activities:Proceeds from sale of container rental equipment
    
    
    607,096
    
    
    
    597,455
    
    
    
    735,742Proceeds collected on sales-type lease receivable
    
    
    137,306
    
    
    
    
    
    
    
    Net cash provided by investing activities
    
    
    744,402
    
    
    
    597,455
    
    
    
    735,742Cash flows from financing activitiesDistributions to general partner
    
    
    (33,922
    )
    
    
    (32,964
    )
    
    
    (36,600
    )Distributions to limited partners
    
    
    (1,183,220
    )
    
    
    (1,158,226
    )
    
    
    (1,308,208
    )Net cash used in financing activities
    
    
    (1,217,142
    )
    
    
    (1,191,190
    )
    
    
    (1,344,808
    )Net decrease in cash and cash equivalents
    
    
    (122,465
    )
    
    
    (15,091
    )
    
    
    (33,882
    )Cash and cash equivalents at beginning of year
    
    
    775,239
    
    
    
    790,330
    
    
    
    824,212Cash and cash equivalents at end of year
    
    $
    652,774
    
    
    $
    775,239
    
    
    $
    790,330Supplemental 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
    
    $
    
    
    
    $
    179,664
    
    
    $
    
  27




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IEA INCOME FUND XI, L.P.
 
 Notes to Financial Statements
 December 31, 2005, 2004 and 2003
 (1)
    
    Summary of Significant Accounting Policies
 (a)
    
    Nature of OperationsIEA Income Fund XI, L.P. (the Partnership) is a limited partnership organized under the
laws of the State of California on July 30, 1990 for the purpose of owning and leasing
marine cargo containers 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 January 31, 1991, when the minimum subscription
proceeds of $1,000,000 were obtained. The Partnership offered 2,000,000 units of limited
partnership interest at $20 per unit, or $40,000,000. The offering terminated on November
30, 1991, at which time 1,999,812 limited partnership units had been sold.One of the principal investment objectives of the Partnership was to lease its containers
for ten to fifteen years, and then to dispose of them and liquidate. The Partnership has
been in operation for over fifteen years. Through occasional sales, retirements and
casualty losses, the Partnership had sold or disposed of approximately 81% of its
container fleet (measured on a TEU-basis) as of December 31, 2005. With the reduction in
the size of the Partnerships container fleet, the administrative expenses incurred by the
Partnership, as a percent of its gross revenues, has increased. For these reasons, CCC,
as the general partner, concluded that it would be in the best interest of the Partnership
and its limited partners to sell its remaining containers in bulk.CCC distributed a request for proposal (RFP) on November 30, 2005 to third
parties seeking their interest in purchasing the Partnerships remaining on-hire
containers (those containers on lease to third-party lessees). The RFP solicited bids for
the Partnerships containers on-hire and subject to master and term leases (referred to as
Operating Lease Containers). As of September 30, 2005 (the date of the data in the
RFP), the Partnership owned 740 twenty-foot, 415 forty-foot and 19 forty-foot high-cube
marine dry cargo Operating Lease Containers and 14 twenty-foot and 1 forty-foot
refrigerated Operating Lease Containers.On January 19, 2006, the Partnership completed the sale of its remaining Operating Lease
Containers to the high bidder for the Partnerships containers, Access Shipping Limited
Partnership, a Connecticut limited partnership (Access) for $1,040,579 (see Note 8).
Access and affiliates of Access have purchased containers from prior limited partnerships
managed by CCC, which containers are managed by CCC as leasing agent. With the completion
of the sale of its Operating Lease Containers, the Partnership has now resolved to wind up
and dissolve. CCC will proceed with the orderly liquidation of the remaining assets of
the Partnership, including its off-hire containers, the payment or discharge of its
remaining liabilities, and the distribution of the net proceeds of the Partnerships
liquidation to the partners of the Partnership.CCC anticipates that the Partnership will make two liquidating distributions to the
limited partners of the Partnership, the first, representing the net proceeds from the
sale of its on-hire containers to Access, in the amount of approximately $0.52 per limited
partnership unit, was paid on February 28, 2006 to limited partners of record on February
1, 2006. The second and final liquidating distribution, representing the net proceeds
generated from the sale of the Partnerships remaining assets, after the payment or
discharge of its
remaining liabilities, is expected to be made on or before May 31, 2006. CCC is unable to
estimate the amount of the final liquidating distribution.
 
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##### Table of Contents



IEA INCOME FUND XI, L.P.
 Notes to Financial Statements
 (a)
    
    Nature of Operations (continued)CCC anticipates that the Partnership will complete its liquidation by mid-year 2006 and
de-register the Partnerships outstanding limited partnership units under the Securities
Exchange Act of 1934, as amended (Exchange Act), thereby terminating the
Partnerships obligation to file periodic reports under the Exchange Act with the
Securities and Exchange Commission (SEC).(b)
    
    Leasing Company and Leasing Agent AgreementThe Partnership has entered into a Leasing Agent Agreement 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.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, under operating leases which are either
master leases or term leases (mostly one to five years) and sales-type leases. 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. Sales-type leases have fixed
payment terms and provide the lessee with a purchase option. The net investment in
sales-type leases represents a receivable due from the Leasing Company, net of unearned
income. Unearned income, when recognized, is reflected in the Partnerships statements of
operations, providing a constant return on capital over the lease term. Unearned income
is recorded as part of the net lease receivable due from the Leasing Company.(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.
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##### Table of Contents



IEA INCOME FUND XI, L.P.
 Notes to Financial Statements
 (e)
    
    Use of EstimatesThe financial statements are prepared in conformity with accounting principles generally
accepted in the United States of America (GAAP), which requires the Partnership to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.The most significant estimates included within the financial statements are the container
rental equipment estimated useful lives and residual values, and the estimate of future
cash flows from container rental equipment operations, used to determine the carrying
value of container rental equipment in accordance with SFAS No. 144. Considerable
judgment is required in estimating future cash flows from container rental equipment
operations. Accordingly, the estimates may not be indicative of the amounts that may be
realized in future periods. As additional information becomes available in subsequent
periods, recognition of an impairment of the container rental equipment carrying values
may be necessary based upon changes in market and economic conditions.(f)
    
    Allocation of Net Income or Loss, Partnership Distributions and Partners Capital
AccountsNet income or loss has been allocated between the 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. These 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
a 10% 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.
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##### Table of Contents



IEA INCOME FUND XI, L.P.
 Notes to Financial Statements
 (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
rental equipment.(h)
    
    Container Rental EquipmentContainer rental equipment is depreciated using the straight-line basis. Depreciation
policies are also evaluated to determine whether subsequent events and circumstances
warrant revised estimates of useful lives.In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, container rental equipment is considered to be impaired if the carrying value of
the asset exceeds the expected future cash flows from related operations (undiscounted and
without interest charges). If impairment is deemed to exist, the assets are written down
to fair value. An analysis is prepared each quarter projecting future cash flows from
container rental equipment operations. Current and projected utilization rates, per-diem
rental rates, direct operating expenses, fleet size and container disposals are the
primary variables utilized by the analysis. Additionally, the Partnership evaluates
future cash flows and potential impairment by container type rather than for each
individual container, and as a result, future losses could result for individual container
dispositions due to various factors, including age, condition, suitability for continued
leasing, as well as the geographical location of containers when disposed. There were no
impairment charges to the carrying value of container rental equipment during 2005, 2004
and 2003.(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.(k)
    
    New Accounting PronouncementsIn May 2005, the FASB issued SFAS No. 154  Accounting Changes and Error Corrections  a
replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS 154). SFAS 154
requires retrospective application to prior periods financial statements of a voluntary
change in accounting principle unless it is impracticable. APB No. 20 previously required
that most voluntary changes in accounting principle be recognized by including in net
income of the period of the change, the cumulative effect of changing to the new
accounting principle. SFAS 154 is effective for accounting changes and corrections of
errors in fiscal years beginning after December 15, 2005.
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##### Table of Contents



IEA INCOME FUND XI, L.P.
 Notes to Financial Statements
 (2)
    
    Operating SegmentAn operating segment is a component of an enterprise that engages in business activities from
which it may earn revenues and incur expenses, whose operating results are regularly reviewed
by the enterprises chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and about which separate financial
information is available. 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 and refrigerated containers used by its
customers in global trade routes. As of December 31, 2005, the Partnership owned 1,485
twenty-foot, 538 forty-foot and 19 forty-foot high-cube marine dry cargo containers, as well as
16 twenty-foot and one forty-foot marine refrigerated containers. A summary of gross lease
revenue earned by the Leasing Company, on behalf of the Partnership, by product, for the years
ended December 31, 2005, 2004 and 2003 follows:
 2005
    
    
    2004
    
    
    2003Dry cargo containers
    
    $
    549,006
    
    
    $
    810,921
    
    
    $
    950,629Refrigerated containers
    
    
    53,822
    
    
    
    111,042
    
    
    
    141,891Total
    
    $
    602,828
    
    
    $
    921,963
    
    
    $
    1,092,520
 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 is does
not possess discernible geographic 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
sub-lessees could have an adverse effect upon its business. Two of those sub-lessees generated
more than 10% each of the Leasing Companys rental revenue earned on behalf of the Partnership
during 2005. APL Company Pte Ltd (APL) generated approximately 15% or $83,177, and Container
Equipment Leasing generated approximately 11% or $62,684 of the Leasing Companys rental
revenue earned on behalf of the Partnership. Mediterranean Shipping Company S.A. (MSC)
generated approximately 23% or $206,597, and APL generated approximately 10% or $92,871 of the
Leasing Companys rental revenue earned on behalf of the Partnership in 2004. Substantially
all of the sub-lessees of the Leasing Company are billed and pay in United States dollars. One
sub-lessee of the Leasing Company, MSC, generated approximately 24% or $265,098, of the Leasing
Companys rental revenue earned on behalf of the Partnership during 2003.
 (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.
 32




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##### Table of Contents



IEA INCOME FUND XI, 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 under operating leases to ocean carriers for the containers owned by the
Partnership as well as proceeds earned from container disposals. Net lease and other
receivables at December 31, 2005 and December 31, 2004 were as follows:
 December 31,
    
    
    December 31,2005
    
    
    2004Gross lease and other receivables
    
    $
    213,154
    
    
    $
    285,162Sales-type lease receivable (net of unearned income)
    
    
    31,341
    
    
    
    168,647244,495
    
    
    
    453,809Less:Direct operating payables and accrued expenses
    
    
    88,050
    
    
    
    90,229Base management fees payable
    
    
    13,362
    
    
    
    9,683Reimbursed administrative expenses
    
    
    3,509
    
    
    
    4,646Allowance for doubtful accounts
    
    
    60,834
    
    
    
    59,219165,755
    
    
    
    163,777Net lease and other receivables
    
    $
    78,740
    
    
    $
    290,032
 On December 1, 2004, the Leasing Company, on behalf of the Partnership, amended a term
lease agreement with one lessee to include a bargain purchase option, in exchange for the
lessees continued lease of these older containers and their eventual sale. As a result of the
amendment, the Partnership reclassified the term lease agreement as a sales-type lease,
recorded a sales-type lease receivable and recognized the sale of 943 on-hire containers that
were subject to the amended term lease agreement. The difference between the present value of
the future payments under this lease and $574,198, the net book value of the containers at the
time of the amendment, resulted in a net loss of $394,534 during 2004. The net loss
originating from the amendment of the term lease agreement is reflected in the 2004 income
statement as a component of net loss on the disposal of equipment, together with a $100,265 net
loss on the disposal of equipment generated from an additional 719 containers disposed as part
of the Partnerships operating activities. The Partnership did not enter into any new
sales-type leases during 2005. The minimum future lease rentals under this sales-type lease,
net of unearned income are:
 Net Sales-Type
    
    
    Unearned Sales-Type
    
    
    Minimum FutureLease Receivable
    
    
    Lease Income
    
    
    Sales-Type Lease Rentals2006
    
    $
    31,658
    
    
    $
    317
    
    
    $
    31,341
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##### Table of Contents



IEA INCOME FUND XI, L.P.
 Notes to Financial Statements
 (5)
    
    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 and sales-type leases to ocean carriers for the
containers owned by the Partnership. Net lease revenue for the years ended December 31, 2005,
2004 and 2003, was as follows:
 2005
    
    
    2004
    
    
    2003Rental revenue
    
    $
    596,375
    
    
    $
    921,007
    
    
    $
    1,092,520Interest income from sales-type lease
    
    
    6,453
    
    
    
    956
    
    
    
    602,828
    
    
    
    921,963
    
    
    
    1,092,520Less:Rental equipment operating expenses
    
    
    94,791
    
    
    
    128,746
    
    
    
    269,770Base management fees
    
    
    49,426
    
    
    
    63,087
    
    
    
    74,568Reimbursed administrative expenses:Salaries
    
    
    31,946
    
    
    
    42,192
    
    
    
    53,428Other payroll related expenses
    
    
    4,496
    
    
    
    5,278
    
    
    
    5,732General and administrative expenses
    
    
    8,223
    
    
    
    14,061
    
    
    
    16,716Total reimbursed administrative expenses
    
    
    44,665
    
    
    
    61,531
    
    
    
    75,876188,882
    
    
    
    253,364
    
    
    
    420,214Net lease revenue
    
    $
    413,946
    
    
    $
    668,599
    
    
    $
    672,306
 (6)
    
    Compensation to General Partner and its AffiliatesBase management fees are equal to 7% of the gross lease billings from the leasing of containers
subject to leases whereby the aggregate rental payments due during the initial term of the
lease are less than the purchase price of the equipment subject to the lease. Reimbursed
administrative expenses are equal to the costs expended by CCC and its affiliates for services
necessary for the prudent operation of the Partnership pursuant to the Partnership Agreement.
The following compensation was paid or will be paid by the Partnership to CCC or its
affiliates:
 2005
    
    
    2004
    
    
    2003Base management feesCCC
    
    $
    
    
    
    $
    
    
    
    $
    Leasing Company
    
    
    49,426
    
    
    
    63,087
    
    
    
    74,56849,426
    
    
    
    63,087
    
    
    
    74,568Reimbursed administrative expensesCCC
    
    
    5,838
    
    
    
    7,860
    
    
    
    8,760Leasing Company
    
    
    38,827
    
    
    
    53,671
    
    
    
    67,11644,665
    
    
    
    61,531
    
    
    
    75,876$
    94,091
    
    
    $
    124,618
    
    
    $
    150,444
 The following net compensation was payable to CCC and the Leasing Company at December 31,
2005 and 2004:
 2005
    
    
    2004CCC
    
    $
    565
    
    
    $
    593Leasing Company
    
    
    16,306
    
    
    
    13,736$
    16,871
    
    
    $
    14,329
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##### Table of Contents



IEA INCOME FUND XI, L.P.
 Notes to Financial Statements
 (7)
    
    Limited Partners CapitalCash distributions made to the limited partners during 2005, 2004 and 2003 included
distributions of proceeds from equipment sales in the amount of $666,603, $658,272 and
$758,262, respectively. These distributions, as well as cash distributions from operations,
are used in determining Adjusted Capital Contributions as defined by the Partnership
Agreement.The limited partners per unit share of capital at December 31, 2005, 2004 and 2003 was $1, $1
and $2, respectively. This is calculated by dividing the limited partners capital at the end
of each year by 1,999,812, the total number of limited partnership units.(8)
    
    Subsequent EventOn January 19, 2006, the Fund completed the sale of its remaining Operating Lease Containers
(measured as of January 1, 2006) to Access, for the adjusted bid amount of $1,040,579. The net
book value of these Operating Lease Containers was $694,507. The Partnership reported this
sale and the related purchase agreement as part of its January 19, 2006 Report on Form 8-K to
the SEC.With the completion of the sale of its Operating Lease Containers, the Partnership has now
resolved to wind up and dissolve. See note 1, herein, for further discussion.
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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
  36




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##### Table of Contents



PART III
 
 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
 37




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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
 38




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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
  39




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##### Table of Contents



Item 11. Executive Compensation
    Cash Fees andName
    
    Description
    
    Distributions1)
    
    CCL
    
    Base management fees  equal to 7% of
gross lease 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
    
    $
    45,7462)
    
    CCC
CCL
    
    Reimbursed administrative expenses

equal to the costs expended by CCC and
its affiliates for services necessary to
the prudent operation of the Partnership
pursuant to Section 4.4 of the Limited
Partnership Agreement
    
    $
$
    5,866
39,9373)
    
    CCC
    
    Interest in Fund  5% of distributions of
distributable cash for any quarter
pursuant to Section 6.1 of the Limited
Partnership Agreement
    
    $
    33,922
 40




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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
         41




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##### Table of Contents



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




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Page(1) Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    23(2) The following financial statements of the Partnership are included in Part II, Item 8:Balance Sheets  as of December 31, 2005 and 2004
    
    
    24Statements of Operations  for the years ended December 31, 2005, 2004 and 2003
    
    
    25Statements of Partners Capital  for the years ended December 31, 2005, 2004 and 2003
    
    
    26Statements of Cash Flows  for the years ended December 31, 2005, 2004 and 2003
    
    
    27Notes to Financial Statements
    
    
    28
   ExhibitNo
    
    Description
    
    Method of Filing3(a)
    
    
    Limited Partnership Agreement of the
Partnership, amended and restated as of
December 14, 1990
    
    *3(b)
    
    
    Certificate of Limited Partnership
    
    **10(a)
    
    
    Form of Leasing Agent Agreement with
LPI Leasing Partners International N.V.
    
    ***10(b)
    
    
    Assignment of Leasing Agent Agreement
dated January 1, 1992 between the
Partnership, CCC (formerly Intermodal
Equipment Associates), Cronos
Containers N.V. (formerly LPI Leasing
Partners International N.V.) and 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 December
14, 1990, included as part of Registration Statement on Form S-1 (No. 33-36701)**
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No.
33-36701)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-36701)****
    
    Incorporated by reference to Exhibit 10(b) to the Report on Form 10-K for the fiscal year
ended December 31, 2000*****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not to be deemed filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act. 43




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##### Table of Contents



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




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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
December 14, 1990
    
    *3(b)
    
    
    Certificate of Limited Partnership
    
    **10(a)
    
    
    Form of Leasing Agent Agreement
with LPI Leasing Partners International N.V.
    
    ***10(b)
    
    
    Assignment of Leasing Agent Agreement
dated January 1, 1992 between the
Partnership, CCC (formerly Intermodal
Equipment Associates), Cronos
Containers N.V. (formerly LPI Leasing
Partners International N.V.) and 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*****
 (b)
    
    Reports on Form 8-KNo reports on Form 8-K were filed by the Partnership during the quarter ended December 31,
2005.
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated December
14, 1990, included as part of Registration Statement on Form S-1 (No. 33-36701)**
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No.
33-36701)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-36701)****
    
    Incorporated by reference to Exhibit 10(b) to the Report on Form 10-K for the fiscal year
ended December 31, 2000*****
    
    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.