##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period fromto
 Commission file number 0-21518
 IEA INCOME FUND XII, L.P.
  California
(State or other jurisdiction of 
incorporation or organization)
    
    94-3143940
(I.R.S. Employer
Identification No.)One Front Street, Suite 925, San Francisco, California(Address of principal executive offices)
    
    94111
(Zip Code)
     þ o
  o o þ
 o þ




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##### 



IEA INCOME FUND XII, L.P.
 Report on Form 10-Q for the Quarterly Period
Ended March 31, 2007
 TABLE OF CONTENTS
  
 PAGEPART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Balance Sheets  March 31, 2007 and December 31, 2006 (unaudited)
    
    
    4Condensed Statements of Operations for the three months ended March 31, 2007 and 2006 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the three months ended March 31, 2007 and 2006 (unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17Item 4T. Controls and Procedures
    
    
    17PART II  OTHER INFORMATION
    
    
    18Item 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. Submissions of Matters to a Vote of Securities Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
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PART I  FINANCIAL INFORMATION
 
 Financial Statements
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IEA INCOME FUND XII, L.P.
 
 Condensed Balance Sheets
 (Unaudited)
 March 31,
    
    
    December 31,2007
    
    
    2006AssetsCurrent assets:Cash and cash equivalents, includes $806,502 at March 31, 2007
and $826,991 at December 31, 2006 in interest-bearing accounts
    
    $
    821,502
    
    
    $
    841,991Net lease and other receivables due from Leasing Company
    
    
    161,861
    
    
    
    195,786Total current assets
    
    
    983,363
    
    
    
    1,037,777Container rental equipment, at cost
    
    
    14,472,950
    
    
    
    15,591,314Less accumulated depreciation
    
    
    (12,233,431
    )
    
    
    (12,958,733
    )Net container rental equipment
    
    
    2,239,519
    
    
    
    2,632,581Total assets
    
    $
    3,222,882
    
    
    $
    3,670,358Partners CapitalPartners capital (deficit):General partner
    
    $
    (109,338
    )
    
    $
    (225,462
    )Limited partners
    
    
    3,332,220
    
    
    
    3,895,820Total partners capital
    
    $
    3,222,882
    
    
    $
    3,670,358
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IEA INCOME FUND XII, L.P.
 
 Condensed Statements of Operations
 (Unaudited)
 Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006Net lease revenue
    
    $
    215,440
    
    
    $
    340,765Other operating income (expenses):Depreciation
    
    
    (229,188
    )
    
    
    (319,059
    )Other general and administrative expenses
    
    
    (47,423
    )
    
    
    (39,104
    )Net gain on disposal of equipment
    
    
    131,158
    
    
    
    58,146(145,453
    )
    
    
    (300,017
    )Income from operations
    
    
    69,987
    
    
    
    40,748Other income:Interest income
    
    
    9,454
    
    
    
    12,707Net income
    
    $
    79,441
    
    
    $
    53,455Allocation of net income (loss):General partner
    
    $
    130,641
    
    
    $
    58,099Limited partners
    
    
    (51,200
    )
    
    
    (4,644
    )$
    79,441
    
    
    $
    53,455Limited partners per unit share of net (loss) income
    
    $
    (0.01
    )
    
    $
    
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IEA INCOME FUND XII, L.P.
 
 Condensed Statements of Cash Flows
 (Unaudited)
 Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006Net cash provided by operating activities
    
    $
    225,176
    
    
    $
    391,097Cash flows from investing activities:Proceeds from sale of container rental equipment
    
    
    281,251
    
    
    
    382,744Proceeds collected on sales-type lease receivable
    
    
    
    
    
    
    18,342Net cash provided by investing activities
    
    
    281,251
    
    
    
    401,086Cash flows from financing activities:Distributions to general partner
    
    
    (14,516
    )
    
    
    (28,587
    )Distributions to limited partners
    
    
    (512,400
    )
    
    
    (980,877
    )Net cash used in financing activities
    
    
    (526,916
    )
    
    
    (1,009,464
    )Net decrease in cash and cash equivalents
    
    
    (20,489
    )
    
    
    (217,281
    )Cash and cash equivalents at the beginning of the period
    
    
    841,991
    
    
    
    1,478,829Cash and cash equivalents at the end of the period
    
    $
    821,502
    
    
    $
    1,261,548
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IEA INCOME FUND XII, L.P.
 
 Notes to Unaudited Condensed Financial Statements
 Summary of Significant Accounting Policies
 (a)
    
    Nature of OperationsIEA Income Fund XII, L.P. (the Partnership) is a limited partnership organized under the
laws of the State of California on August 28, 1991 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 of leases 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, 1992, when the minimum subscription
proceeds of $2,000,000 were obtained. The Partnership offered 3,750,000 units of limited
partnership interest at $20 per unit, or $75,000,000. The offering terminated on November
30, 1992, at which time 3,513,594 limited partnership units had been sold.The Partnership has commenced its 16th year of operations, and is in its liquidation phase
wherein CCC is focusing its attention on the retirement of the remaining equipment in the
Partnerships container fleet. At March 31, 2007, approximately 25% of the original
equipment remained in the Partnerships fleet.(b)
    
    Leasing Company and Leasing Agent AgreementA Leasing Agent Agreement exists between the Partnership and the Leasing Company,
whereby the Leasing Company has the responsibility to manage the leasing operations of all
equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is
responsible for leasing, managing and re-leasing the Partnerships containers to ocean
carriers and has full discretion over which ocean carriers and suppliers of goods and
services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use
the containers owned by the Partnership, together with other containers owned or managed by
the Leasing Company and its affiliates, as part of a single fleet operated without regard to
ownership. Since the Leasing Agent Agreement meets the definition of an operating lease in
Statement of Financial Accounting Standards (SFAS) No. 13 Accounting for Lease, 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. Most containers are leased to ocean
carriers under master leases; leasing agreements with fixed payment terms are not material
to the financial statements. Since there are no material minimum lease rentals, no
disclosure of minimum lease rentals is provided in these financial statements.
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IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (c)
    
    Basis of PresentationThese unaudited consolidated financial statements have been prepared in accordance with
Generally Accepted Accounting Principles in the United States of
America (GAAP). For
interim financial information and regulation S-X, Article 10 under the Securities Exchange
Act of 1934. Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules
and regulations, although the Partnership believes that the disclosures are adequate to make
the information presented not misleading. It is suggested that these financial statements
be read in conjunction with the financial statements and accompanying notes in the
Partnerships December 31, 2006 Annual Report on Form 10-K.The interim financial statements presented herewith reflect, in the opinion of
management, all adjustments of a normal recurring nature necessary to present fairly the
results for the interim periods presented. The results of operations for such interim
periods are not necessarily indicative of the results to be expected for the full year.(d)
    
    Use of EstimatesThe preparation of financial statements in conformity with GAAP requires the
Partnership to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reported
period. 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 Accounting for the Impairment or
Disposal of Long Lived Assets.(e)
    
    Container Rental EquipmentContainer rental equipment is depreciated over a 15-year period using the straight-line
basis to its salvage value, estimated to be 10% of its original equipment cost.
Depreciation policies are also evaluated to determine whether subsequent events and
circumstances warrant revised estimates of useful lives.In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, container rental equipment is considered to be impaired if the carrying value of
the asset exceeds the expected future cash flows from related operations (undiscounted and
without interest charges). If impairment is deemed to exist, the assets are written down to
fair value. An analysis projecting future cash flows from container rental equipment
operations is prepared annually, or upon material changes in market conditions. Current and
projected utilization rates, per-diem rental rates, direct operating expenses, fleet size
and container disposals are the primary variables utilized in 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 for the three-month periods ended March 31, 2007 and 2006.
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IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (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. The allocations remain
in effect until such time as the limited partners have received from the Partnership
aggregate distributions in an amount equal to their capital contributions plus 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 persons 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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IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (2)
    
    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 and sales-type 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 March 31, 2007 and December 31, 2006 were as follows:
 March 31,
    
    
    December 31,2007
    
    
    2006Gross lease and other receivables
    
    $
    467,196
    
    
    $
    523,929Less:Direct operating payables and accrued expenses
    
    
    145,649
    
    
    
    180,112Base management fees payable
    
    
    10,563
    
    
    
    208Reimbursed administrative expenses
    
    
    6,024
    
    
    
    6,310Allowance for doubtful accounts
    
    
    143,099
    
    
    
    141,513305,335
    
    
    
    328,143Net lease and other receivables
    
    $
    161,861
    
    
    $
    195,786
 (3)
    
    Net Lease RevenueNet 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 and sales-type lease agreements between
the Leasing Company and its various lessees, less direct operating expenses, management fees
and reimbursed administrative expenses incurred in respect of the containers specified in each
operating lease agreement. Net lease revenue for the three-month periods ended March 31, 2007
and 2006 were as follows:
 Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006Rental revenue
    
    $
    291,694
    
    
    $
    460,493Interest income from sales-type lease
    
    
    
    
    
    
    185291,694
    
    
    
    460,678Less:Rental equipment operating expenses
    
    
    39,215
    
    
    
    55,066Base management fees
    
    
    20,031
    
    
    
    32,426Reimbursed administrative expensesSalaries
    
    
    11,330
    
    
    
    23,724Other payroll related expenses
    
    
    2,127
    
    
    
    3,288General and administrative expenses
    
    
    3,551
    
    
    
    5,409Total reimbursed administrative expenses
    
    
    17,008
    
    
    
    32,42176,254
    
    
    
    119,913Net lease revenue
    
    $
    215,440
    
    
    $
    340,765
 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 532 on-hire containers that
were subject to the amended term lease agreement. The sales-type lease expired on March 31,
2006, at which time the lessee exercised its bargain purchase option to acquire the containers
subject to the sales-type lease.
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IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (4)
    
    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 March 31, 2007, the Partnership operated 2,688
twenty-foot, 1,225 forty-foot and 65 forty-foot high-cube marine dry cargo containers, as well
as 59 twenty-foot and four 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
three-month periods ended March 31, 2007 and 2006 follows:
 Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006Dry cargo containers
    
    $
    259,343
    
    
    $
    402,331Refrigerated containers
    
    
    32,351
    
    
    
    58,347Total
    
    $
    291,694
    
    
    $
    460,678
 Due to the Partnerships lack of information regarding the physical location of its fleet of
containers when on lease in the global shipping trade, the Partnership believes that it does
not possess discernible geographic reporting segments as defined in SFAS No. 131 (SFAS 131),
Disclosures about Segments of an Enterprise and Related Information.(5)
    
    The Cronos GroupThe Cronos Group (the Parent Company) announced on February 28, 2007 the proposed sale of the
Parent Company to CRX Acquisition Ltd. (Purchaser), an affiliate of the Fortis group of
companies, which include the Parent Companys lead lender and a partner in the Parent Companys
Joint Venture Program. The Parent Company is the indirect corporate parent of CCC, the general
partner of the Partnership. The Parent Company reported the proposed sale in its 8-K report of
March 2, 2007. Consummation of the transaction requires the approval of the Parent Companys
shareholders, which will be sought at the Parent Companys 2007 annual meeting. The proxy
statement for that meeting will contain detailed disclosures regarding the transaction. As
proposed, the transaction consists of the sale of all of the Parents Company assets to CRX and
the assumption by CRX of all of its liabilities. In connection with the proposed sale, the
Parent Company will submit to its shareholders a plan of liquidation, providing for the
liquidation of the Parent Company promptly after sale of its assets to CRX and CRXs assumption
of the Parent Companys liabilities. If approved by the Parent Companys shareholders, and the
transaction closes, the Parent Company will liquidate and dissolve, and its business will be
continued by CRX as a private company. The management of the Parent Company will continue as
the management of CRX, and members of the senior management of the Parent Company will acquire
an equity interest in the Purchaser. The Parent Company anticipates a closing of the
transaction this summer.CCC does not anticipate any changes in its management, or in the Leasing Companys ability to
manage the Partnerships fleet in subsequent periods, but is unable to determine the impact, if
any, the Parent Companys sale may have on the future operating results, financial condition
and cash flows of the Partnership or CCC.
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Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Market Overview
       12




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Results of Operations
   
    
    Activity-related expenses, including agent and depot costs such as repairs,
maintenance and handling.
    
    Inventory-related expenses for off-hire containers, comprising 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.
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Dry Cargo
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootContainers on lease:Master lease
    
    
    1,534
    
    
    
    574
    
    
    
    46
    
    
    
    36
    
    
    
    3Term leaseShort term1
    
    
    1,021
    
    
    
    538
    
    
    
    18
    
    
    
    4
    
    
    
    Long term2
    
    
    62
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    2,617
    
    
    
    1,132
    
    
    
    64
    
    
    
    40
    
    
    
    3Containers off lease
    
    
    71
    
    
    
    93
    
    
    
    1
    
    
    
    19
    
    
    
    1Total container fleet
    
    
    2,688
    
    
    
    1,225
    
    
    
    65
    
    
    
    59
    
    
    
    4
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or
that may expire on or before March 2008.2.
    
    Long term leases represent term leases, the majority of which will expire between April
2008 and December 2011. Dry Cargo
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootUnits
    
    %
    
    Units
    
    %
    
    Units
    
    %
    
    Units
    
    %
    
    Units
    
    %Total purchases
    
    
    9,743
    
    
    
    100
    %
    
    
    5,426
    
    
    
    100
    %
    
    
    213
    
    
    
    100
    %
    
    
    248
    
    
    
    100
    %
    
    
    309
    
    
    
    100
    %Less disposals
    
    
    7,055
    
    
    
    72
    %
    
    
    4,201
    
    
    
    77
    %
    
    
    148
    
    
    
    69
    %
    
    
    189
    
    
    
    76
    %
    
    
    305
    
    
    
    99
    %Remaining fleet at March 31, 2007
    
    
    2,688
    
    
    
    28
    %
    
    
    1,225
    
    
    
    23
    %
    
    
    65
    
    
    
    31
    %
    
    
    59
    
    
    
    24
    %
    
    
    4
    
    
    
    1
    %
 Three Months Ended March 31, 2007 Compared to the Three Months Ended March 31, 2006
 Net lease revenue
 Three Months EndedMarch 31,
    
    March 31,2007
    
    2006Fleet size (measured in twenty-foot equivalent units (TEU))Dry cargo containers
    
    
    5,460
    
    
    
    7,993Refrigerated containers
    
    
    74
    
    
    
    117Average utilization ratesDry cargo containers
    
    
    96
    %
    
    
    91
    %Refrigerated containers
    
    
    73
    %
    
    
    78
    %
 Depreciation expense
 Other general and administrative expenses
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Net gain on disposal of equipment
  Liquidity and Capital Resources
     15




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Cash from Operating Activities:
 Cash from Investing Activities:
 Cash from Financing Activities
 Critical Accounting Policies
  
    
    Container equipment  depreciable lives and residual values
    
    Container equipment  recoverability and valuation in accordance with SFAS 144
Accounting for the Impairment or Disposal of Long Lived Assets.
    
    Allowance for doubtful accounts
  Inflation
  The Cronos Group
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Quantitative and Qualitative Disclosures About Market Risk
 Exchange rate risk:
 
 Controls and Procedures
   
 Controls and Procedures
  17




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PART II  OTHER INFORMATION
 
 Legal Proceedings
  
 Risk Factors
 There are no material changes from the risk factors as previously disclosed in the
Partnerships December 31, 2006 Form
   10-K in response to Item 1A to Part I of Form 10-K.
 
 Unregistered Sales of Equity Securities and Use of Proceeds
  
 Defaults Upon Senior Securities
  
 Submissions of Matters to a Vote of Securities Holders
  
 Other Information
  
 Exhibits
  ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement, amended and
restated as of December 2, 1991
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **10
    
    Form of Leasing Agent Agreement with
Cronos Containers Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certification
    
    Filed with this document
****
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated December 2,
1991, included as part of Registration Statement on Form S-1 (No. 33-42697)**
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No.
33-42697)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-42697)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not to be deemed filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act. 
 18




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##### Table of Contents



SIGNATURES
  IEA INCOME FUND XII, L.P.By
    Cronos Capital Corp.The General PartnerBy
    /s/ Dennis J. TietzDennis J. TietzPresident and Director of Cronos Capital Corp. (CCC)

Principal Executive Officer of CCCBy
    /s/ John KallasJohn KallasChief Financial Officer and

Director of Cronos Capital Corp. (CCC)

Principal Financial and Accounting Officer of CCC  19




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement, amended and
restated as of December 2, 1991
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **10
    
    Form of Leasing Agent Agreement with
Cronos Containers Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certification
    
    Filed with this document
****
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated December
2, 1991, included as part of Registration Statement on Form S-1 (No. 33-42697)**
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No.
33-42697)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-42697)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not deemed to be 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.