##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
|- |  | -------------------------------------------------------------------------------------------------------------------------------------

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 0-21518

IEA INCOME FUND XII, L.P.
(Exact name of registrant as specified in its charter)

|                                |  |                    
|------------------------------- |  | -------------------
|California                      |  | 94-3143940         
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

One Front Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices)                          (Zip Code)

(415) 677-8990
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes [X].   No [   ].





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TABLE OF CONTENTS



|                               |                                                                                               |                                         |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               |                                                                                               | Balance Sheets                         
|                               |                                                                                               | Statements of Operations               
|                               |                                                                                               | Statements of Cash Flows               
|                               |                                                                                               | Notes to Unaudited Financial Statements
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II  OTHER INFORMATION   
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    
|EXHIBIT INDEX                 



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IEA INCOME FUND XII, L.P.

Report on Form 10-Q for the Quarterly Period
Ended March 31, 2002

TABLE OF CONTENTS

|                               |  |                                                                                         |  |     
|------------------------------ |  | --------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                         |  | PAGE
|PART I  FINANCIAL INFORMATION |  |                                                                                        
|                              
|Item 1.                        |  | Financial Statements                                                                    |  |     
|                              
|                               |  | Balance Sheets  March 31, 2002 and December 31, 2001 (unaudited)                       |  | 4   
|                              
|                               |  | Statements of Operations for the three months ended March 31, 2002 and 2001 (unaudited) |  | 5   
|                              
|                               |  | Statements of Cash Flows for the three months ended March 31, 2002 and 2001 (unaudited) |  | 6   
|                              
|                               |  | Notes to Financial Statements (unaudited)                                               |  | 7   
|                              
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations   |  | 12  
|                              
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                              |  | 14  
|                              
|PART II  OTHER INFORMATION    |  |                                                                                        
|                              
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                        |  | 15  



2



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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements

| |                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Presented herein are the Registrants balance sheets as of March 31, 2002
and December 31, 2001, statements of operations for the three months
ended March 31, 2002 and 2001, and statements of cash flows for the three
months ended March 31, 2002 and 2001.



3



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IEA INCOME FUND XII, L.P.

Balance Sheets

(Unaudited)

|                                    |                                                                                                                                   |                                |                         |            |            |            |            |              |            |            |  | 
|----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ----------------------- | ---------- | ---------- | ---------- | ---------- | ------------ | ---------- | ---------- |  | 
|                                    |                                                                                                                                   |                                |                         |            |            | March 31,  |            | December 31,
|                                    |                                                                                                                                   |                                |                         |            |            | 2002       |            | 2001        
|                                    |                                                                                                                                   |                                |                         |            |            |            |            |             
|                                    | Assets                                                                                                                            |                                |                         |            |            |            |            |              |           
|Current assets:                     |                                                                                                                                   |                                |                         |            |            |            |            |             
|                                    | Cash and cash equivalents, includes $1,500,764 at March 31,
2002 and $1,436,917 at December 31, 2001 in interest-bearing
accounts |                                | $                       | 1,517,350  |            |            | $          | 1,451,917    |           
|                                    | Net lease receivables due from Leasing Company (notes 1 and 2)                                                                    |                                |                         | 556,524    |            |            |            | 190,347      |           
|                                    |                                                                                                                                   |                                |                         |            |            |            |            |             
|                                   
|                                    |                                                                                                                                   |                                | Total current assets    |            |            | 2,073,874  |            |              |            | 1,642,264  | 
|                                    |                                                                                                                                   |                                |                         |            |            |            |            |             
|                                   
|Container rental equipment, at cost |                                                                                                                                   |                                | 52,801,240              |            |            |            | 55,165,274 |             
|                                    | Less accumulated depreciation                                                                                                     |                                |                         | 29,645,769 |            |            |            | 30,128,707   |           
|                                    |                                                                                                                                   |                                |                         |            |            |            |            |             
|                                    |                                                                                                                                   | Net container rental equipment |                         |            | 23,155,471 |            |            |              | 25,036,567 |           
|                                    |                                                                                                                                   |                                |                         |            |            |            |            |             
|                                   
|                                    |                                                                                                                                   |                                | Total assets            |            | $          | 25,229,345 |            |              | $          | 26,678,831 | 
|                                    |                                                                                                                                   |                                |                         |            |            |            |            |             
|                                    | Partners Capital                                                                                                                 |                                |                         |            |            |            |            |              |           
|                                   
|Partners capital (deficit):        |                                                                                                                                   |                                |                         |            |            |            |            |             
|                                    | General partner                                                                                                                   |                                | $                       | (257,165   | )          |            | $          | (220,479     | )         
|                                    | Limited partners                                                                                                                  |                                |                         | 25,486,510 |            |            |            | 26,899,310   |           
|                                    |                                                                                                                                   |                                |                         |            |            |            |            |             
|                                   
|                                    |                                                                                                                                   |                                | Total partners capital |            | $          | 25,229,345 |            |              | $          | 26,678,831 | 
|                                    |                                                                                                                                   |                                |                         |            |            |            |            |             



The accompanying notes are an integral part of these financial statements.

4



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IEA INCOME FUND XII, L.P.

Statements of Operations

(Unaudited)

|                                             |                                           |                      |           |                    |          |           |           |          |         |  
|-------------------------------------------- | ----------------------------------------- | -------------------- | --------- | ------------------ | -------- | --------- | --------- | -------- | ------- | -
|                                             |                                           |                      |           | Three Months Ended
|                                             |                                           |                      |           |                   
|                                             |                                           |                      |           | March 31,          |          | March 31,
|                                             |                                           |                      |           | 2002               |          | 2001     
|                                             |                                           |                      |           |                    |          |          
|Net lease revenue (notes 1 and 3)            |                                           | $                    | 629,362   |                    |          | $         | 913,111   |         
|                                            
|Other operating expenses:                    |                                           |                      |           |                    |          |           |           |         
|                                             | Depreciation                              |                      |           | 816,625            |          |           |           | 871,884  |        
|                                             | Other general and administrative expenses |                      |           | 35,129             |          |           |           | 45,125   |        
|                                             | Net loss on disposal of equipment         |                      |           | 499,541            |          |           |           | 93,287   |        
|                                             |                                           |                      |           |                    |          |           |           |         
|                                             |                                           |                      | 1,351,295 |                    |          |           | 1,010,296 |         
|                                             |                                           |                      |           |                    |          |           |           |         
|                                             |                                           | Loss from operations |           |                    | (721,933 | )         |           |          | (97,185 | )
|                                            
|Other income:                                |                                           |                      |           |                    |          |           |           |         
|                                             | Interest income                           |                      |           | 4,681              |          |           |           | 18,080   |        
|                                             |                                           |                      |           |                    |          |           |           |         
|                                            
|                                             |                                           | Net loss             |           | $                  | (717,252 | )         |           | $        | (79,105 | )
|                                             |                                           |                      |           |                    |          |           |           |         
|                                            
|Allocation of net (loss) income:             |                                           |                      |           |                    |          |           |           |         
|                                             | General partner                           |                      | $         | (7,173             | )        |           | $         | 34,345   |        
|                                             | Limited partners                          |                      |           | (710,079           | )        |           |           | (113,450 | )      
|                                             |                                           |                      |           |                    |          |           |           |         
|                                            
|                                             |                                           | $                    | (717,252  | )                  |          | $         | (79,105   | )       
|                                             |                                           |                      |           |                    |          |           |           |         
|                                            
|Limited partners per unit share of net loss |                                           | $                    | (0.20     | )                  |          | $         | (0.03     | )       
|                                             |                                           |                      |           |                    |          |           |           |         



The accompanying notes are an integral part of these financial statements.

5



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IEA INCOME FUND XII, L.P.

Statements of Cash Flows

(Unaudited)

|                                                     |                                     |   |                    |          |           |   |           |            |  
|---------------------------------------------------- | ----------------------------------- | - | ------------------ | -------- | --------- | - | --------- | ---------- | -
|                                                     |                                     |   | Three Months Ended
|                                                     |                                     |   |                   
|                                                     |                                     |   | March 31,          |          | March 31,
|                                                     |                                     |   | 2002               |          | 2001     
|                                                     |                                     |   |                    |          |          
|Net cash provided by operating activities            |                                     | $ | 585,497            |          |           | $ | 844,645   |           
|                                                    
|Cash provided by investing activities:               |                                     |   |                    |          |           |   |           |           
|                                                     | Proceeds from disposal of equipment |   |                    | 212,170  |           |   |           | 204,830    |  
|                                                    
|Cash used in financing activities:                   |                                     |   |                    |          |           |   |           |           
|                                                     | Distribution to partners            |   |                    | (732,234 | )         |   |           | (1,106,131 | )
|                                                     |                                     |   |                    |          |           |   |           |           
|                                                    
|Net increase (decrease) in cash and cash equivalents |                                     |   | 65,433             |          |           |   | (56,656   | )         
|                                                    
|Cash and cash equivalents at January 1               |                                     |   | 1,451,917          |          |           |   | 1,512,512 |           
|                                                     |                                     |   |                    |          |           |   |           |           
|                                                    
|Cash and cash equivalents at March 31                |                                     | $ | 1,517,350          |          |           | $ | 1,455,856 |           
|                                                     |                                     |   |                    |          |           |   |           |           



The accompanying notes are an integral part of these financial statements.

6



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IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements



|(1) |  | Summary of Significant Accounting Policies
|--- |  | ------------------------------------------



| | (a) |  | Nature of Operations
| | --- |  | --------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | IEA 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. To this extent, the Partnerships operations are
subject to the fluctuations of world economic and political conditions.
Such factors may affect the pattern and levels of world trade. 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 shall continue until December 31, 2011, unless sooner
terminated upon the occurrence of certain events.                                                                                                                                                                                                                                                                                       
|
| | 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.                                                                                                                                                                                                                                                                                                                                                    



| | (b) |  | Leasing Company and Leasing Agent Agreement
| | --- |  | -------------------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A Leasing Agent Agreement exists between the Partnership and the
Leasing Company, whereby the Leasing Company has the responsibility to
manage the leasing operations of all equipment owned by the Partnership.
Pursuant to the Agreement, the Leasing Company is responsible for
leasing, managing and re-leasing the Partnerships containers to ocean
carriers, and has full discretion over which ocean carriers and suppliers
of goods and services it may deal with. The Leasing Agent Agreement
permits the Leasing Company to use the containers owned by the
Partnership, together with other containers owned or managed by the
Leasing Company and its affiliates, as part of a single fleet operated
without regard to ownership. Since the Leasing Agent Agreement meets the
definition of an operating lease in Statement of Financial Accounting
Standards (SFAS) No. 13, it is accounted for as a lease under which the
Partnership is lessor and the Leasing Company is lessee.                                                                                                                                                          
|
| | The Leasing Agent Agreement generally provides that the Leasing
Company will make payments to the Partnership based upon rentals
collected from ocean carriers after deducting direct operating expenses
and management fees to CCC and the Leasing Company. The Leasing Company
leases containers to ocean carriers, generally under operating leases
which are either master leases or term leases (mostly one to five years).
Master leases do not specify the exact number of containers to be leased
or the term that each container will remain on hire but allow the ocean
carrier to pick up and drop off containers at various locations, and
rentals are based upon the number of containers used and the applicable
per-diem rate. Accordingly, rentals under master leases are all variable
and contingent upon the number of containers used. Most containers are
leased to ocean carriers under master leases; leasing agreements with
fixed payment terms are not material to the financial statements. Since
there are no material minimum lease rentals, no disclosure of minimum
lease rentals is provided in these financial statements.

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IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements



| | (c) |  | Basis of Accounting
| | --- |  | -------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The 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.



| | (d) |  | Container Rental Equipment
| | --- |  | --------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, was adopted by the Partnership effective January 1, 2002,
without a significant impact on its financial statements. In accordance
with SFAS No. 144, container rental equipment is considered to be
impaired if the carrying value of the asset exceeds the expected future
cash flows from related operations (undiscounted and without interest
charges). If impairment is deemed to exist, the assets are written down
to fair value. Depreciation policies are also evaluated to determine
whether subsequent events and circumstances warrant revised estimates of
useful lives. Because the Partnership evaluates future cash flows and
potential impairment by container type rather than for each individual
container, 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, 2002 and 2001.
|
| | In the second quarter of 2001, the Leasing Company undertook a review of
the Partnerships refrigerated container equipment. The purpose of the
review was to consider recent changes in the marketplace and economic
environment and to identify the consequences, if any, from an accounting
perspective. The Leasing Company identified a number of issues that had
an impact on the carrying value of certain equipment at June 30, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| | i.   |  | In 1992, the Montreal Protocol outlawed the production of
the R12 refrigerant gas by developed countries. Since that date,
shipping lines and leasing companies have operated fleets
including refrigerated container equipment with the R12
refrigerant gas (the R12 Containers). However, the
environmental impact of refrigerant gases has become increasingly
prominent. On January 1, 2001, it became illegal for R12 to be
handled, other than for disposal, in almost all countries that are
members of the European Union.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ii.  |  | Several of the major shipping lines that lease from the
Leasing Company, as well as other leasing companies, have
committed to eliminating R12 Containers from their fleets in 2001.
Inventories consisting of R12 Containers will continue to
increase as shipping lines redeliver the containers from existing
leases.                                                                                                                                                                                                            
|
| | iii. |  | During 2000, the Leasing Company completed a number of
term leases for R12 Containers. However, over the course of 2001,
the factors outlined above, together with the deteriorating
economic environment, resulted in a very slow leasing market for
R12 Containers. In addition, it is probable that residual prices
for R12 Containers will decrease as R12 containers are redelivered
from existing leases.                                                                                                                     

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IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements



| | (d) |  | Container Rental Equipment (continued)
| | --- |  | --------------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Leasing Company considered the impact of these factors in June 2001
and decided to change the current marketing strategy for R12 Containers.
The Leasing Company concluded that effective July 1, 2001, inventories of
R12 Containers would be targeted for immediate sale. The Leasing Company
also conducted a review of R12 Containers that were on lease at June 30,
2001.                                                                                                                                                                                                                                                                              
|
| | Assets to be disposed of:In June 2001 the Leasing Company committed to a
plan to dispose of 60 R12 Containers with a carrying value of $633,513.
It was concluded that the carrying value of these R12 containers exceeded
fair value and accordingly, an impairment charge of $472,513 was recorded
to operations under impairment losses. It is expected that these R12
Containers will be disposed of over the next several quarters. During
the three-month period ended March 31, 2002, the Partnership sold 13
refrigerated containers which were targeted for sale as of June 30, 2001.
The Partnership recognized a gain of $18,523 on these containers.
|
| | Assets to be held and used:The Leasing Company conducted a review of 186
R12 Containers with a carrying value of $2,010,716 that were on lease at
June 30, 2001. It was concluded that the carrying value of these R12
Containers exceeded the future cash flows expected to result from the use
of these containers and their eventual disposition, and therefore was not
recoverable. Accordingly, in June 2001, a charge of $1,144,850 was
recorded to operations under impairment losses. Fair value was
determined by discounting future expected cash flows.                                                                                              
|
| | Container rental equipment is depreciated using the straight-line basis.
Effective June 1, 2001, the estimated depreciable life was changed from a
twelve-year life to a fifteen-year life and the estimated salvage value
was changed from 30% to 10% of the original equipment cost. The effect
of these changes is an increase to depreciation expense of approximately
$31,400 from January 1 to March 31, 2002.                                                                                                                                                                                                                                            



| | (e) |  | Financial Statement Presentation
| | --- |  | --------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | These financial statements have been prepared without audit.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting procedures have been omitted. It is suggested that these
financial statements be read in conjunction with the financial statements
and accompanying notes in the Partnerships latest annual report on Form
10-K.                                                                  
|
| | The 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 interim financial statements presented herewith reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary to a fair statement of the financial condition and
results of operations 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.                                                                                       

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IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements



| | (2) |  | Net Lease Receivables Due from Leasing Company
| | --- |  | ----------------------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Net lease 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
receivables at March 31, 2002 and December 31, 2001 were as follows:

|                                               |  |           |           |              |  |   |           | 
|---------------------------------------------- |  | --------- | --------- | ------------ |  | - | --------- | 
|                                               |  | March 31, |           | December 31,
|                                               |  | 2002      |           | 2001        
|                                               |  |           |           |             
|Gross lease receivables                        |  | $         | 1,568,659 |              |  | $ | 1,123,327 | 
|Less:                                          |  |           |           |              |  |   |           | 
|Direct operating payables and accrued expenses |  |           | 645,242   |              |  |   | 537,740   | 
|Damage protection reserve                      |  |           | 46,961    |              |  |   | 48,100    | 
|Base management fees payable                   |  |           | 213,079   |              |  |   | 219,922   | 
|Reimbursed administrative expenses             |  |           | 19,495    |              |  |   | 23,973    | 
|Allowance for doubtful accounts                |  |           | 87,358    |              |  |   | 103,245   | 
|                                               |  |           |           |              |  |   |           | 
|Net lease receivables                          |  | $         | 556,524   |              |  | $ | 190,347   | 
|                                               |  |           |           |              |  |   |           | 



| | (3) |  | Net Lease Revenue
| | --- |  | -----------------

| |                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Net lease revenue is determined by deducting direct operating expenses,
base management fees and reimbursed administrative expenses to CCC and its
affiliates from the rental revenue earned by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for the three month period ended March 31,
2002 and 2001 were as follows:

|                                    |  |                    |           |           |  |   |           | 
|----------------------------------- |  | ------------------ | --------- | --------- |  | - | --------- | 
|                                    |  | Three Months Ended
|                                    |  |                   
|                                    |  | March 31,          |           | March 31,
|                                    |  | 2002               |           | 2001     
|                                    |  |                    |           |          
|Rental revenue (note 4)             |  | $                  | 1,143,714 |           |  | $ | 1,451,896 | 
|Less:                               |  |                    |           |           |  |   |           | 
|Rental equipment operating expenses |  |                    | 367,703   |           |  |   | 359,532   | 
|Base management fees                |  |                    | 78,562    |           |  |   | 100,426   | 
|Reimbursed administrative expenses  |  |                    | 68,087    |           |  |   | 78,827    | 
|                                    |  |                    |           |           |  |   |           | 
|Net lease revenue                   |  | $                  | 629,362   |           |  | $ | 913,111   | 
|                                    |  |                    |           |           |  |   |           | 

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IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements



| | (4) |  | Operating Segment
| | --- |  | -----------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | An 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 its revenues from leasing marine cargo containers.
As of March 31, 2002, the Partnership operated 7,921 twenty-foot 4,632
forty-foot and 191 forty-foot high-cube marine dry cargo containers, as well
as 239 twenty-foot and 243 forty-foot marine refrigerated cargo containers.
A summary of gross lease revenue, by product, for the three month period
ended March 31, 2002 and 2001 follows:                                                                                                                                       

|                        |  |                    |           |           |  |   |           | 
|----------------------- |  | ------------------ | --------- | --------- |  | - | --------- | 
|                        |  | Three Months Ended
|                        |  |                   
|                        |  | March 31,          |           | March 31,
|                        |  | 2002               |           | 2001     
|                        |  |                    |           |          
|Dry cargo containers    |  | $                  | 909,528   |           |  | $ | 1,188,227 | 
|Refrigerated containers |  |                    | 234,186   |           |  |   | 263,669   | 
|                        |  |                    |           |           |  |   |           | 
|Total                   |  | $                  | 1,143,714 |           |  | $ | 1,451,896 | 
|                        |  |                    |           |           |  |   |           | 

| |                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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, it is
impracticable to provide the geographic area information.



| | (5) |  | New Accounting Pronouncements
| | --- |  | -----------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In August 2001, the Financial Accounting Standards Board issued SFAS No.
143, Accounting for Asset Retirement Obligations, which is effective for
all fiscal years beginning after June 15, 2002. This standard requires a
company to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred, and a corresponding
increase in the carrying value of the related long-lived asset. The
Registrant is currently evaluating the impact that SFAS No. 143 will have on
its financial statements.

******

11



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##### Table of Contents






Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations

It is suggested that the following discussion be read in conjunction with the
Registrants most recent annual report on Form 10-K.

General

A Leasing Agent Agreement exists between the Registrant and the Leasing
Company, whereby the Leasing Company has the responsibility to manage the
leasing operations of all equipment owned by the Registrant. Pursuant to the
Agreement, the Leasing Company is responsible for leasing, managing and
re-leasing the Registrant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 Registrant, 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. At March 31, 2002, 83% of the original
equipment remained in the Registrants fleet, as compared to 87% at December
31, 2001. The following chart summarizes the composition of the Registrants
fleet (based on container type) at March 31, 2002.

|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |    |     |  |     |     |     | 
|--------------------- | ---------------------- | -------- | ----- | ---------- | ----- | ------------ | ----- | --------- | ----- | ------- | --- | ------- | --- |  | --- | -- | --- |  | --- | --- | --- | 
|                      |                        |          |       | Dry Cargo  |       | Refrigerated
|                      |                        |          |       | Containers |       | Containers  
|                      |                        |          |       |            |       |             
|                      |                        |          |       |            |       |              |       |           |       |         |     | 40-Foot |     |  |     |    |     |  |     |    
|                      |                        |          |       | 20-Foot    |       | 40-Foot      |       | High-Cube |       | 20-Foot |     | 40-Foot
|                      |                        |          |       |            |       |              |       |           |       |         |     |        
|Containers on lease:  |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |    |     |  |     |    
|                      | Master lease           |          |       | 2,803      |       |              |       | 1,233     |       |         |     | 87      |     |  |     | 98 |     |  |     | 44  |    
|                      | Term lease (1-5 years) |          |       | 3,066      |       |              |       | 1,696     |       |         |     | 38      |     |  |     | 79 |     |  |     | 120 |    
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |    |     |  |     |    
|                      |                        | Subtotal |       |            | 5,869 |              |       |           | 2,929 |         |     |         | 125 |  |     |    | 177 |  |     |     | 164 | 
|Containers off lease  |                        |          | 2,052 |            |       |              | 1,703 |           |       |         | 66  |         |     |  | 62  |    |     |  | 79  |    
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |    |     |  |     |    
|Total container fleet |                        |          | 7,921 |            |       |              | 4,632 |           |       |         | 191 |         |     |  | 239 |    |     |  | 243 |    
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |    |     |  |     |    

|                                  |                |  |            |       |              |  |           |    |         |  |         |     |   |  |       |    |   |  |         |    |   |  |     |    |   |  |     |   |  |  |     |   |   |  |     |    |  |  |     |    |  
|--------------------------------- | -------------- |  | ---------- | ----- | ------------ |  | --------- | -- | ------- |  | ------- | --- | - |  | ----- | -- | - |  | ------- | -- | - |  | --- | -- | - |  | --- | - |  |  | --- | - | - |  | --- | -- |  |  | --- | -- | -
|                                  |                |  | Dry Cargo  |       | Refrigerated
|                                  |                |  | Containers |       | Containers  
|                                  |                |  |            |       |             
|                                  |                |  |            |       |              |  |           |    |         |  |         |     |   |  |       |    |   |  | 40-Foot |    |   |  |     |    |   |  |     |   |  |  |     |   |   |  |    
|                                  |                |  | 20-Foot    |       | 40-Foot      |  | High-Cube |    | 20-Foot |  | 40-Foot
|                                  |                |  |            |       |              |  |           |    |         |  |        
|                                  |                |  | Units      |       | %            |  | Units     |    | %       |  | Units   |     | % |  | Units |    | % |  | Units   |    | %
|                                  |                |  |            |       |              |  |           |    |         |  |         |     |   |  |       |    |   |  |         |    |  
|Total purchases                   |                |  | 9,743      |       |              |  | 100       | %  |         |  | 5,426   |     |   |  | 100   | %  |   |  | 213     |    |   |  | 100 | %  |   |  | 248 |   |  |  | 100 | % |   |  | 309 |    |  |  | 100 | % 
|                                  | Less disposals |  |            | 1,822 |              |  |           | 19 | %       |  |         | 794 |   |  |       | 15 | % |  |         | 22 |   |  |     | 10 | % |  |     | 9 |  |  |     | 4 | % |  |     | 66 |  |  |     | 21 | %
|                                  |                |  |            |       |              |  |           |    |         |  |         |     |   |  |       |    |   |  |         |    |   |  |     |    |   |  |     |   |  |  |     |   |   |  |     |    |  |  |     |   
|Remaining fleet at
March 31, 2002 |                |  | 7,921      |       |              |  | 81        | %  |         |  | 4,632   |     |   |  | 85    | %  |   |  | 191     |    |   |  | 90  | %  |   |  | 239 |   |  |  | 96  | % |   |  | 243 |    |  |  | 79  | % 
|                                  |                |  |            |       |              |  |           |    |         |  |         |     |   |  |       |    |   |  |         |    |   |  |     |    |   |  |     |   |  |  |     |   |   |  |     |    |  |  |     |   

During 2001, demand for dry cargo containers was adversely affected by the
slowdown in the global economy resulting in an excess supply of containers in
many locations. As a result of increasing worldwide container inventories
during 2001, cautious forecasts for global economic recovery and a reduction in
the level of capital available for new production, the demand for new container
production declined. Accordingly, prices for new containers reached historic
lows, creating further downward pressure on lease per-diem rates and container
residual values.

At the end of 2001, the Registrant, CCC and the Leasing Company viewed this
slowdown in new container production as having positive short and long-term
effects for the container leasing industry. During the first quarter of 2002,
the reduction in the level of funding for new container production, as well as
a general improvement in the worlds economic climate, contributed to a decline
in the level of off-hire container inventories for both leasing companies and
shipping lines. During this period, the Registrant experienced an increase in
demand for its dry cargo containers. The average monthly utilization of the
Registrants dry cargo fleet increased from 66% in December 2001 to 69% in
March 2002. At April 30, 2002, utilization of the Registrants dry cargo fleet
had increased to approximately 72%. However, lease per-diem rates, which are
influenced by new container prices and borrowing rates, remain depressed. An
improvement in lease per-diem rates is not expected until new container prices
increase to much higher levels. The Registrant, CCC and the Leasing Company
expect the demand for cargo containers to continue to strengthen into the
second quarter of 2002. The Leasing Company, on behalf of the Registrant, will
seek to exploit the improving demand by repositioning off-hire equipment to
locations of greatest demand and by pursuing leasing opportunities through the
Leasing Companys global marketing network. Continued improvement throughout
the latter part of 2002 will be dependent on the recovery and sustained growth
of the global economy.

12



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##### Table of Contents



Despite recent improvements in container leasing market conditions, the effect
of the slowdown in global economic conditions on the container leasing
industrys customers, the shipping lines, coupled with their acquisition of
new, larger container ships, have created a condition of excess shipping
capacity. The uncertainty over the financial strength of the shipping industry
appears to favor the larger more established shipping lines. The Registrant,
CCC and the Leasing Company continue to remain cautious, with the expectation
that some shipping lines, especially those involved with trans-Pacific trade,
may experience financial difficulty, insolvency, or consolidation and
ultimately influence the demand for leased containers. Although the ultimate
outcome, as well as its impact on the container leasing industry and the
Registrants results of operations is unknown, CCC, on behalf of the
Registrant, will work closely with the Leasing Company to monitor outstanding
receivables, collections, and credit exposure to various existing and new
customers.

The Registrants average fleet size and utilization rates for the three-month
periods ended March 31, 2002 and March 31, 2001 were as follows:

|                                                                    |                         |  |                    |        |           |  |  |        |  
|------------------------------------------------------------------- | ----------------------- |  | ------------------ | ------ | --------- |  |  | ------ | -
|                                                                    |                         |  | Three Months Ended
|                                                                    |                         |  |                   
|                                                                    |                         |  | March 31,          |        | March 31,
|                                                                    |                         |  | 2002               |        | 2001     
|                                                                    |                         |  |                    |        |          
|Average fleet size (measured in twenty-foot equivalent
units (TEU)) |                         |  |                    |        |           |  |  |       
|                                                                    | Dry cargo containers    |  |                    | 18,151 |           |  |  | 19,295 |  
|                                                                    | Refrigerated containers |  |                    | 741    |           |  |  | 761    |  
|Average utilization rates                                           |                         |  |                    |        |           |  |  |       
|                                                                    | Dry cargo containers    |  |                    | 67     | %         |  |  | 69     | %
|                                                                    | Refrigerated containers |  |                    | 72     | %         |  |  | 72     | %

Average dry cargo container per-diem rental rates for the three-month period
ended March 31, 2002 declined approximately 19% when compared to the same
period in the prior year. Average refrigerated container per-diem rental rates
for the three-month period ended March 31, 2002 declined approximately 11%,
when compared to the same period in the prior year.

The primary component of the Registrants results of operations is net lease
revenue. Net lease revenue is determined by deducting direct operating
expenses, management fees and reimbursed administrative expenses, from rental
revenues billed by the Leasing Company from the leasing of the Registrants
containers. Net lease revenue is directly related to the size, utilization and
per-diem rental rates of the Registrants fleet.

Three Months Ended March 31, 2002 Compared to the Three Months Ended March 31,
2001

Loss from operationsfor the three months ended March 31, 2002 was $721,933, as
compared to a loss of $97,185 during the corresponding period of 2001. The loss
was primarily due to the net loss on disposal of equipment, as well as the
cumulative effect of the impact of current market constraints on utilization
and per-diem rental rates, and the Registrants smaller fleet size.

Net lease revenueof $629,362 for the three months ended March 31, 2002 was
$283,749 lower than in the corresponding period of 2001. The decrease was due
to a $308,182 decline in gross rental revenue (a component of net lease
revenue) from the same period in 2001. Gross rental revenue was impacted by
the Registrants smaller fleet size, lower per-diem rental rates, and lower
utilization rates. Other components of net lease revenue, including management
fees and reimbursed administrative expenses, were lower by $32,604 when
compared to the corresponding period in 2001, and partially offset the decline
in gross lease revenue. Rental equipment operating expenses increased by
$8,171 when compared to the corresponding period in 2001. Contributing to the
increase in rental equipment operating expenses were increases in handling
costs and repair and maintenance expenses, partially offset by lower
repositioning expenses.

Depreciation expenseof $816,625 for the three months ended March 31, 2002 was
$55,259 lower than the same period in 2001 due to a declining fleet size.
Effective June 1, 2001, the Registrant changed the estimated life of its rental
container equipment from an estimated 12 year life to a 15 year life, and its
estimated salvage value from 30% to 10% of original equipment cost. The effect
of these changes was an increase in depreciation expense of approximately
$31,400 for the three months ended March 31, 2002.

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Other general and administrative expensesdecreased to $35,129 in the first
quarter of 2002, from $45,125 in the corresponding period of 2001, representing
a decrease of $9,996 from the same period in 2001. Contributing to this
decrease were reductions in net exchange rate losses, partially offset by
increased costs for investor communications.

Net loss on disposal of equipmentwas a result of the Registrant disposing of
651 containers during the three-month period ended March 31, 2002, as compared
to 175 containers during the same period in 2001. These disposals resulted in
a loss of $499,541 for the three-month period ended March 31, 2002, as compared
to a loss of $93,287 for the three-month period ended March 31, 2001. The
Registrant believes that the net loss on container disposals in the three-month
period ended March 31, 2002 was a result of various factors including 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 decision to repair or dispose of a container when it is returned
by a lessee, as well as the amount of sales proceeds received and the related
gain or loss on container disposals. The level of the Registrants container
disposals in subsequent periods will also contribute to fluctuations in the net
gain or loss on disposals. There were no reductions to the carrying value of
container rental equipment during the three-month periods ended March 31, 2002
and 2001.

Liquidity and Capital Resources

Cash from Operating Activities:Net cash provided by operating activities was
$585,497 and $844,645 during the first three months of 2002 and 2001,
respectively, primarily generated from the billing and collections of net lease
revenue.

Cash from Investing Activities:Net cash provided by investing activities
during the three-month periods ending March 31, 2002 and 2001, included sales
proceeds generated from the sale of rental equipment of $212,170 and $204,830,
respectively.

Cash from Financing Activities:Net cash used in financing activities was
$732,234 during the first three months of 2002 compared to $1,106,131 in the
corresponding period of 2001. These amounts represent distributions to the
Registrants general and limited partners. The Registrants fleet size, as
well as current market conditions, may produce lower operating results and,
consequently, lower distributions to its partners in subsequent periods. Sales
proceeds distributed to its partners may fluctuate in subsequent periods,
reflecting the level of container disposals.

Capital Resources

Aside from the initial working capital reserve retained from the gross
subscription proceeds (equal to approximately 1% of such proceeds), the
Registrant relied primarily on container rental receipts to generate
distributions to its general and limited partners, as well as to finance
current operating needs. No credit lines are maintained to finance working
capital.

New Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued SFAS No. 143,
Accounting for Asset Retirement Obligations, which is effective for all
fiscal years beginning after June 15, 2002. This standard requires a company
to record the fair value of a liability for an asset retirement obligation in
the period in which it is incurred, and a corresponding increase in the
carrying value of the related long-lived asset. The Registrant is currently
evaluating the impact that SFAS No. 143 will have on its financial statements.

Inflation

The Registrant believes inflation has not had a material adverse effect on the
results of its operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk:Substantially all of the Registrants revenues are billed
and paid in US dollars and a significant portion of costs are billed and paid
in US dollars. Of the remaining costs, the majority are individually small,
unpredictable and incurred in various denominations and thus are not suitable
for cost effective hedging.

The Leasing Company may hedge a portion of the expenses that are predictable
and are principally in UK pounds sterling. As exchange rates are outside of the
control of the Registrant and Leasing Company, there can be no assurance that
such fluctuations will not adversely affect its results of operations and
financial condition.

14



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##### Table of Contents






PART II  OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits
| | --- |  | --------

|        |  |                                                                                              |  |                 
|------- |  | -------------------------------------------------------------------------------------------- |  | ----------------
|Exhibit |  |                                                                                              |  |                 
|No.     |  | Description                                                                                  |  | Method of Filing
|        |  |                                                                                              |  |                 
|3(a)    |  | Limited Partnership Agreement of the Registrant,
amended and restated as of December 2, 1991 |  | *               
|       
|3(b)    |  | Certificate of Limited Partnership of the Registrant                                         |  | **              
|       
|10      |  | Form of Leasing Agent Agreement with Cronos Containers
Limited                               |  | ***             



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------

| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | No reports on Form 8-K were filed by the Registrant during the quarter ended
March 31, 2002.





---

|*   |  | Incorporated by reference to Exhibit A to the Prospectus of the
Registrant 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)                                                                        

15



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

| |                           |                                                                                                                                                  
| | ------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------
| | IEA INCOME FUND XII, L.P.
|
| | By                        | Cronos Capital Corp.
The General Partner                                                                                                         
|
|
| | By                        | /s/ Dennis J. TietzDennis J. Tietz
President and Director of Cronos Capital Corp. (CCC)
Principal Executive Officer of CCC                     
|
|
| | By                        | /s/ John KallasJohn Kallas
Chief Financial Officer and
Director of Cronos Capital Corp. (CCC)
Principal Financial and Accounting Officer of CCC

Date: May 10, 2002

16



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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                              |  |                 
|------- |  | -------------------------------------------------------------------------------------------- |  | ----------------
|Exhibit |  |                                                                                              |  |                 
|No.     |  | Description                                                                                  |  | Method of Filing
|        |  |                                                                                              |  |                 
|3(a)    |  | Limited Partnership Agreement of the Registrant,
amended and restated as of December 2, 1991 |  | *               
|       
|3(b)    |  | Certificate of Limited Partnership of the Registrant                                         |  | **              
|       
|10      |  | Form of Leasing Agent Agreement with Cronos Containers
Limited                               |  | ***             





---

|*   |  | Incorporated by reference to Exhibit A to the Prospectus of the
Registrant 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)