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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 JUNE 30, 2004 OR  [   ]
    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.  California
    
    94-3143940(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 One Front Street, Suite 925, 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 [  ]. Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).   Yes [  ]. No [X].




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IEA INCOME FUND XII, L.P. Report on Form 10-Q for the Quarterly Period
Ended June 30, 2004 TABLE OF CONTENTS PAGEPART I - FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Balance Sheets  June 30, 2004 and December 31, 2003 (unaudited)
    
    
    4Condensed Statements of Operations for the six months ended June 30, 2004 and 2003 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the six months ended June 30, 2004 and 2003 (unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4. Controls and Procedures
    
    
    15PART II - OTHER INFORMATION
    
    
    16Item 1. Legal Proceedings
    
    
    16Item 2. Changes in Securities and Use of Proceeds
    
    
    16Item 3. Defaults Upon Senior Securities
    
    
    16Item 4. Submissions of Matters to a Vote of Securities Holders
    
    
    16Item 5. Other Information
    
    
    16Item 6. Exhibits and Reports on Form 8-K
    
    
    16EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




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PART I - FINANCIAL INFORMATION 
 Item 1. Financial Statements Presented herein are the Registrants condensed balance sheets as of June
30, 2004 and December 31, 2003, condensed statements of operations for
the three and six months ended June 30, 2004 and 2003, and condensed
statements of cash flows for the six months ended June 30, 2004 and 2003,
(collectively the Financial Statements) prepared by the Registrant
without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission (SEC). Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with accounting principals generally accepted in the United
States have been condensed or omitted pursuant to such rules and
regulations, although the Registrant believes that the disclosures are
adequate to make the information present not misleading. It is suggested
that these Financial Statements be read in conjunction with the financial
statements and the notes thereto included in the Registrants December
31, 2003 Annual Report on Form 10-K. These Financial Statements reflect,
in the opinion of the Registrant and Cronos Capital Corp., the general
partner, all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the results for the interim
periods. The statements of operations for such interim periods are not
necessarily indicative of the results for the full year. The information in this Quarterly Report on Form 10-Q contains certain
forward-looking statements within the meaning of the securities laws.
These forward-looking statements reflect the current view of the
Registrant with respect to future events and financial performance and
are subject to a number of risks and uncertainties, many of which are
beyond the Registrants control. All statements, other than statements
of historical facts included in this report, including the statements
under Managements Discussion and Analysis of Financial Condition and
Results of Operations, regarding the Registrants strategy, future
operations, financial position, estimated revenues, projected costs,
prospects, plans and objectives of the Registrant are forward-looking
statements. When used in this report, the words will, believe,
anticipate, intend, estimate, expect, project, and similar
expressions are intended to identify forward-looking statements, although
not all forward-looking statements contain these identifying words. All
forward-looking statements speak only as of the date of this report. The
Registrant does not undertake any obligation to update or revise publicly
any forward-looking statements, whether as a result of new information,
future events or otherwise. Although the Registrant believes that its
plans, intentions and expectations reflected in or suggested by the
forward-looking statements made in this report are reasonable, the
Registrant can give no assurance that these plans, intentions or
expectations will be achieved. Future economic and industry trends that
could potentially impact revenues and profitability are difficult to
predict. 3




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IEA INCOME FUND XII, L.P. 
 Condensed Balance Sheets (Unaudited) June 30,
    
    December 31,2004
    
    2003AssetsCurrent assets:Cash and cash equivalents, includes $1,452,968 at June 30, 2004 and
$1,276,827 at December 31, 2003 in interest-bearing accounts
    
    $
    1,649,450
    
    
    $
    1,476,987Net lease receivables due from Leasing Company (notes 1 and 2)
    
    
    343,811
    
    
    
    264,402Total current assets
    
    
    1,993,261
    
    
    
    1,741,389Container rental equipment, at cost
    
    
    36,066,724
    
    
    
    39,287,266Less accumulated depreciation
    
    
    (24,893,819
    )
    
    
    (25,998,066
    )Net container rental equipment
    
    
    11,172,905
    
    
    
    13,289,200Total assets
    
    $
    13,166,166
    
    
    $
    15,030,589Partners CapitalPartners capital (deficit):General partner
    
    $
    (552,858
    )
    
    $
    (502,160
    )Limited partners
    
    
    13,719,024
    
    
    
    15,532,749Total partners capital
    
    $
    13,166,166
    
    
    $
    15,030,589
 The accompanying notes are an integral part of these financial statements. 4




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IEA INCOME FUND XII, L.P. 
 Condensed Statements of Operations (Unaudited) Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Net lease revenue (notes 1 and 3)
    
    $
    569,111
    
    
    $
    533,259
    
    
    $
    1,036,841
    
    
    $
    1,072,540Other operating expenses:Depreciation
    
    
    559,933
    
    
    
    650,369
    
    
    
    1,140,506
    
    
    
    1,318,542Other general and administrative expenses
    
    
    36,121
    
    
    
    32,280
    
    
    
    69,204
    
    
    
    65,040Net loss on disposal of equipment
    
    
    85,347
    
    
    
    145,743
    
    
    
    256,175
    
    
    
    283,272Loss from operations
    
    
    (112,290
    )
    
    
    (295,133
    )
    
    
    (429,044
    )
    
    
    (594,314
    )Other income:Interest income
    
    
    948
    
    
    
    1,843
    
    
    
    1,847
    
    
    
    4,331Net loss
    
    $
    (111,342
    )
    
    $
    (293,290
    )
    
    $
    (427,197
    )
    
    $
    (589,983
    )Allocation of net loss:General partner
    
    $
    (1,113
    )
    
    $
    (2,933
    )
    
    $
    (4,272
    )
    
    $
    (5,900
    )Limited partners
    
    
    (110,229
    )
    
    
    (290,357
    )
    
    
    (422,925
    )
    
    
    (584,083
    )$
    (111,342
    )
    
    $
    (293,290
    )
    
    $
    (427,197
    )
    
    $
    (589,983
    )Limited partners per unit share of net loss
    
    $
    (0.03
    )
    
    $
    (0.08
    )
    
    $
    (0.12
    )
    
    $
    (0.17
    )
 The accompanying notes are an integral part of these financial statements. 5




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IEA INCOME FUND XII, L.P. 
 Condensed Statements of Cash Flows (Unaudited) Six Months EndedJune 30,
    
    June 30,2004
    
    2003Net cash provided by operating activities
    
    $
    913,405
    
    
    $
    960,481Cash provided by investing activities:Proceeds from disposal of equipment
    
    
    696,284
    
    
    
    596,648Cash used in financing activities:Distribution to general partners
    
    
    (46,426
    )
    
    
    (58,809
    )Distribution to limited partners
    
    
    (1,390,800
    )
    
    
    (1,815,357
    )(1,437,226
    )
    
    
    (1,874,166
    )Net increase (decrease) in cash and cash equivalents
    
    
    172,463
    
    
    
    (317,037
    )Cash and cash equivalents at the beginning of the period
    
    
    1,476,987
    
    
    
    1,843,633Cash and cash equivalents at the end of the period
    
    $
    1,649,450
    
    
    $
    1,526,596
 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 Condensed Financial Statements  (1)
    
    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 November 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 AgreementA Leasing Agent Agreement exists between the Partnership and the
Leasing Company, whereby the Leasing Company has the responsibility to
manage the leasing operations of all equipment owned by the Partnership.
Pursuant to the Agreement, the Leasing Company is responsible for
leasing, managing and re-leasing the Partnerships containers to ocean
carriers, and has full discretion over which ocean carriers and suppliers
of goods and services it may deal with. The Leasing Agent Agreement
permits the Leasing Company to use the containers owned by the
Partnership, together with other containers owned or managed by the
Leasing Company and its affiliates, as part of a single fleet operated
without regard to ownership. Since the Leasing Agent Agreement meets the
definition of an operating lease in Statement of Financial Accounting
Standards (SFAS) No. 13, it is accounted for as a lease under which the
Partnership is lessor and the Leasing Company is lessee.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. (Continued) 7




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IEA INCOME FUND XII, L.P. 
 Notes to Unaudited Condensed Financial Statements  (c)
    
    Basis of AccountingThe Partnership utilizes the accrual method of accounting. Net
lease revenue is recorded by the Partnership in each period based upon
its leasing agent agreement with the Leasing Company. Net lease revenue
is generally dependent upon operating lease rentals from operating lease
agreements between the Leasing Company and its various lessees, less
direct operating expenses and management fees due in respect of the
containers specified in each operating lease agreement.(d)
    
    Container Rental EquipmentIn accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, container rental equipment is considered
to be impaired if the carrying value of the asset exceeds the expected
future cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets are
written down to fair value. An analysis is prepared each quarter
projecting future cash flows from container rental equipment operations.
Current and projected utilization rates, per-diem rental rates, direct
operating expenses, fleet size and container disposals are the primary
variables utilized by the analysis. Additionally, the Partnership
evaluates future cash flows and potential impairment by container type
rather than for each individual container, and as a result, future losses
could result for individual container dispositions due to various
factors, including age, condition, suitability for continued leasing, as
well as the geographical location of containers when disposed. There were
no impairment charges to the carrying value of container rental equipment
for the three and six-month periods ended June 30, 2004 and 2003.Depreciation policies are also evaluated to determine whether subsequent
events and circumstances warrant revised estimates of useful lives.
Container rental equipment is depreciated using the straight-line basis.(e)
    
    Use of EstimatesThe financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America (GAAP),
which requires the Partnership to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.The most significant estimates included within the financial statements
are the container rental equipment estimated useful lives and residual
values, and the estimate of future cash flows from container rental
equipment operations, used to determine the adequacy of the carrying
value of container rental equipment in accordance with SFAS No. 144.
Considerable judgment is required in estimating future cash flows from
container rental equipment operations. Accordingly, the estimates may
not be indicative of the amounts that may be realized in future periods.
As additional information becomes available in subsequent periods,
recognition for an impairment of the container rental equipment carrying
values may be necessary based upon changes in market and economic
conditions. (Continued) 8




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IEA INCOME FUND XII, L.P. Notes to Unaudited Condensed Financial Statements  (f)
    
    Financial Statement Presentation (continued)These financial statements have been prepared without audit pursuant
to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP) have been
condensed or omitted pursuant to such rules and regulations, although the
Registrant 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, 2003 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.  (2)
    
    Net Lease Receivables Due from Leasing CompanyNet 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 June 30, 2004 and December 31, 2003 were as follows: June 30,
    
    December 31,2004
    
    2003Gross lease receivables
    
    $
    822,143
    
    
    $
    800,917Less:Direct operating payables and accrued expenses
    
    
    235,210
    
    
    
    318,474Damage protection reserve
    
    
    89,755
    
    
    
    60,333Base management fees payable
    
    
    27,728
    
    
    
    25,800Reimbursed administrative expenses
    
    
    17,517
    
    
    
    18,176Allowance for doubtful accounts
    
    
    108,122
    
    
    
    113,732Net lease receivables
    
    $
    343,811
    
    
    $
    264,402
 (Continued) 9




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IEA INCOME FUND XII, L.P. Notes to Unaudited Condensed Financial Statements  (3)
    
    Net Lease RevenueNet lease revenue is determined by deducting direct operating expenses,
base management fees and reimbursed administrative expenses to CCC and its
affiliates from the rental revenue earned by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for the three and six-month periods ended
June 30, 2004 and 2003 were as follows: Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Rental revenue (note 4)
    
    $
    831,745
    
    
    $
    899,689
    
    
    $
    1,660,351
    
    
    $
    1,822,056Less:Rental equipment operating expenses
    
    
    157,450
    
    
    
    261,601
    
    
    
    407,010
    
    
    
    541,496Base management fees
    
    
    52,550
    
    
    
    45,710
    
    
    
    110,695
    
    
    
    91,245Reimbursed administrative expenses
    
    
    52,634
    
    
    
    59,119
    
    
    
    105,805
    
    
    
    116,775Net lease revenue
    
    $
    569,111
    
    
    $
    533,259
    
    
    $
    1,036,841
    
    
    $
    1,072,540
  (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. The Leasing Company 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 dry cargo and refrigerated
containers used by its customers in global trade routes. As of June 30,
2004, the Partnership operated 5,301 twenty-foot, 3,210 forty-foot and 134
forty-foot high-cube marine dry cargo containers, as well as 200 twenty-foot
and 131 forty-foot marine refrigerated cargo containers. A summary of gross
lease revenue, by product, for the three and six-month periods ended June
30, 2004 and 2003 follows: Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Dry cargo containers
    
    $
    678,538
    
    
    $
    696,754
    
    
    $
    1,341,539
    
    
    $
    1,415,885Refrigerated containers
    
    
    153,207
    
    
    
    202,935
    
    
    
    318,812
    
    
    
    406,171Total
    
    $
    831,745
    
    
    $
    899,689
    
    
    $
    1,660,351
    
    
    $
    1,822,056
  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. 10




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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations The following discussion of the Registrants historical financial condition and
results of operations should be read in conjunction with the Registrants
December 31, 2003 Annual Report on Form 10-K and the financial statements and
the notes thereto appearing elsewhere in this report. 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 June 30, 2004, 56% of the original
equipment remained in the Registrants fleet, as compared to 61% at December
31, 2003. The following chart summarizes the composition of the Registrants
fleet (based on container type) at June 30, 2004. Dry Cargo
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootContainers on lease:Master lease
    
    
    2,923
    
    
    
    1,614
    
    
    
    104
    
    
    
    140
    
    
    
    2Term lease (1-5 years)
    
    
    2,127
    
    
    
    1,181
    
    
    
    24
    
    
    
    17
    
    
    
    81Subtotal
    
    
    5,050
    
    
    
    2,795
    
    
    
    128
    
    
    
    157
    
    
    
    83Containers off lease
    
    
    251
    
    
    
    415
    
    
    
    6
    
    
    
    43
    
    
    
    48Total container fleet
    
    
    5,301
    
    
    
    3,210
    
    
    
    134
    
    
    
    200
    
    
    
    131
 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
    
    
    4,442
    
    
    
    46
    %
    
    
    2,216
    
    
    
    41
    %
    
    
    79
    
    
    
    37
    %
    
    
    48
    
    
    
    19
    %
    
    
    178
    
    
    
    58
    %Remaining fleet at
June 30, 2004
    
    
    5,301
    
    
    
    54
    %
    
    
    3,210
    
    
    
    59
    %
    
    
    134
    
    
    
    63
    %
    
    
    200
    
    
    
    81
    %
    
    
    131
    
    
    
    42
    %
 The general increase in trade volumes that emerged during the three-month
period ending March 31, 2004, continued during the three-month period ending
June 30, 2004, contributing to stronger container leasing market conditions and
higher levels of demand for new and existing containers. The Registrants dry
cargo container utilization measured 91% at June 30, 2004, compared to 85% at
December 31, 2003. The six-month period ending June 30, 2004 experienced substantial growth in
container trade volumes, especially within Asia-Europe and intra-Asian trade
routes. Chinas import and export markets were a catalyst to this growth.
These increases in trade volumes exasperated the worlds ports and railroads,
contributing to congestion and additional demand in some locations. Although container manufacturers stepped up production in the first half of
2004 in order to meet the increased container demand by shipping lines,
production of new containers was hampered somewhat by steel shortages earlier
in the year, contributing to stronger market conditions for leased containers.
As steel prices increased during 2004, the price of a new twenty-foot dry cargo
container also increased to as high as $2,000 in the first and second quarters
of 2004, compared to $1,350 in the latter part of 2003. 11




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Off-hire inventories of older containers throughout the world declined, as
shipping lines employed more leased containers to meet their container
requirements. This decline in inventories has resulted in substantial
decreases in storage expenses, and expenditures to reposition containers from
low demand locations to locations of higher demand. Declining inventories have
also contributed to an increase in proceeds per container realized on the sale
of used containers, as fewer containers were available to meet the demand of
buyers of existing containers. The Registrants dry cargo inventory of
off-hire containers at June 30, 2004 decreased approximately 63% in comparison
to June 30, 2003. Per-diem rates for new containers increased in line with the increase in new
container costs, while per diems for older containers remained relatively
unchanged, as the lease market for older containers remains competitive, and
therefore, subject to significant pricing pressures. The Registrants average
dry cargo container per-diem rate for the three-month period ended June 30,
2004 remained unchanged in comparison to the same period in the prior year. Although favorable market conditions currently exist for container lessors, the
current market conditions may negatively impact the shipping lines. Sharply
rising charter rates for ships, combined with the rise in steel prices and the
related increase in new container prices, have created a concern for both the
shipping lines and therefore, the leasing companies. Although some shipping
lines have experienced an increase in freight rates in line with the strong
demand on major trade routes, some shipping lines are facing increased
financial pressures, especially those shipping lines that rely on operating
their containerships via short-term charters. Current conditions appear to
favor the larger more established shipping lines, which have witnessed strong
recoveries in their performance over the last few quarters. Some regional
intra-Asia shipping lines have cut back services in some routes in an attempt
to reduce their rising costs. The Registrant, CCC and the Leasing Company
remain cautious, and continue to monitor the aging of lease receivables,
collections and the credit exposure to various existing and new customers. The
financial impact of losses from these shipping lines may eventually influence
the demand for leased containers, as some shipping lines may experience
additional financial difficulties, consolidate, or become insolvent. Lastly, wide-ranging concerns remain regarding recovery of the worlds major
economies, including the price of oil, inflation concerns and its impact on
interest rates, US trade and budget deficits, Chinas efforts to cool its
economy, performance of global stock markets, geopolitical concerns arising
from uncertainties within the Middle East and Asia, threats of another major
terrorist attack, as well as new container production levels, all of which may
have an impact on the current demand for leased containers. The Registrants average fleet size and utilization rates for the three and
six-month periods ended June 30, 2004 and 2003 were as follows: Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Average fleet size (measured in
twenty-foot equivalent units
(TEU))Dry cargo containers
    
    
    12,298
    
    
    
    14,172
    
    
    
    12,537
    
    
    
    14,370Refrigerated containers
    
    
    469
    
    
    
    644
    
    
    
    482
    
    
    
    657Average UtilizationDry cargo containers
    
    
    90
    %
    
    
    80
    %
    
    
    87
    %
    
    
    80
    %Refrigerated containers
    
    
    76
    %
    
    
    72
    %
    
    
    77
    %
    
    
    72
    %
 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. 12




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Three Months Ended June 30, 2004 Compared to the Three Months Ended June 30,
2003 Net lease revenueof $569,111 for the three months ended June 30, 2004 was
$35,852 higher than in the corresponding period of 2003. The increase was
primarily a result of a $103,795 aggregate decline in rental equipment
operating expenses, management fees and reimbursed administrative expenses,
when compared to the corresponding period in 2003. Increases in utilization
levels contributed to a reduction in rental equipment operating expenses during
the three-month period ended June 30, 2004, as storage costs declined inline
with diminishing inventories of idle containers, and the need to move
containers from low demand locations to high demand locations was reduced,
resulting in lower repositioning costs. The provision for doubtful accounts
also declined. These increases to net lease revenue were partially offset by
the $67,943 decline in gross lease revenue (a component of net lease revenue).
The decline was as a result of the Registrants smaller fleet size. Depreciation expenseof $559,933 for the three months ended June 30, 2004 was
$90,436 lower than the same period in 2003, a direct result of the Registrants
declining fleet size. Other general and administrative expenseswere $36,121 in the second quarter of
2004, an increase of $3,840 or 12% when compared to the corresponding period of
2003, primarily due to increases in investor communication expenses. Net loss on disposal of equipmentwas a result of the Registrant disposing of
400 containers during the three-month period ended June 30, 2004, as compared
to 276 containers during the same period in 2003. These disposals resulted in
a net loss of $85,347 for the three-month period ended June 30, 2004, as
compared to $145,743 for the three-month period ended June 30, 2003. The
Registrant believes that the net loss on container disposals in the three-month
period ended June 30, 2004 was a result of various factors including the volume
of disposed containers, 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, as well as
the price of steel, new container prices, and the current leasing markets
impact on sales prices for existing, older containers, such as those owned by
the Registrant, 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 due to impairment during the three-month periods ended June 30, 2004
and 2003. Six Months Ended June 30, 2004 Compared to the Six Months Ended June 30, 2003 Net lease revenueof $1,036,841 for the six months ended June 30, 2004 was
$35,699 lower than in the corresponding period of 2003. The decrease was due
to a $161,705 decline in gross rental revenue (a component of net lease
revenue) from the same period in 2003. Gross rental revenue was impacted by
the Registrants smaller fleet size. Other components of net lease revenue,
including management fees and reimbursed administrative expenses, were lower by
$8,480 when compared to the corresponding period in 2003, partially offsetting
the decline in gross lease revenue. Rental equipment operating expenses
decreased by $134,486 when compared to the corresponding period in 2003.
Contributing to the decline in rental equipment operating expenses were
decreases in storage and handling costs, reflecting improved on-hire volumes
and the sale of certain older equipment, as well as a decrease in the provision
for doubtful accounts. Depreciation expenseof $1,140,506 for the six months ended June 30, 2004 was
$178,036 lower than the same period in 2003, a direct result of the
Registrants declining fleet size. Other general and administrative expenseswere $69,204 for the six months ended
June 30, 2004, an increase of $4,164 or 6% when compared to corresponding
period of 2003, primarily due to increases in investor communication expenses. 13




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##### Table of Contents



Net loss on disposal of equipmentwas a result of the Registrant disposing of
712 containers during the six-month period ended June 30, 2004, as compared to
601 containers during the same period in 2003. These disposals resulted in a
loss of $256,175 for the six-month period ended June 30, 2004, as compared to a
loss of $283,272 for the six-month period ended June 30, 2003. There were no
reductions to the carrying value of container rental equipment due to
impairment during the six-month periods ended June 30, 2004 and 2003. The
Registrant believes that the net loss on container disposals in the six-month
period ended June 30, 2004 was a result of various factors including the volume
of disposed containers, 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, as well as
the price of steel, new container prices, and the current leasing markets
impact on sales prices for existing, older containers, such as those owned by
the Registrant, 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 due to impairment during the six-month periods ended June 30, 2004
and 2003. Liquidity and Capital Resources Cash from Operating Activities:Net cash provided by operating activities was
$913,405 and $960,481 during the first six months of 2004 and 2003,
respectively, primarily generated from the billing and collection of net lease
revenue. Cash from Investing Activities:Net cash provided by investing activities
during the six-month periods ending June 30, 2004 and 2003, included sales
proceeds generated from the sale of rental equipment of $696,284 and $596,648,
respectively. Cash from Financing Activities:Net cash used in financing activities was
$1,437,226 during the first six months of 2004 compared to $1,874,166 in the
corresponding period of 2003. These amounts represent distributions to the
Registrants general and limited partners. The Registrants diminishing fleet
size 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 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 and
proceeds from container sales to generate distributions to its general and
limited partners, as well as to finance current operating needs. Quarterly
distributions are also affected by periodic increases or decreases to working
capital reserves, as deemed appropriate by CCC, to ensure cash reserves on hand
are sufficient to meet the Registrants operating requirements. No credit
lines are maintained to finance working capital. Critical Accounting Policies The Registrants accounting policies are fundamental to understanding
managements discussion and analysis of results of operations and financial
condition. The Registrant has identified three policies as being significant
because they require the Registrant to make subjective and/or complex judgments
about matters that are inherently uncertain. These policies include the
following:  
    
    Container equipment  depreciable lives  
    
    Container equipment  valuation  
    
    Allowance for doubtful accounts The Registrant, in consultation with its audit committee, has reviewed and
approved these significant accounting policies which are further described in
the Registrants 2003 Annual Report on Form 10-K. Inflation The Registrant believes inflation has not had a material adverse effect on the
results of its operations. 14




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##### Table of Contents



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. The Leasing Company believes that the proportion of US dollar
revenues may decrease in future years, reflecting a more diversified customer
base and lease portfolio. 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. 
 Item 4. Controls and Procedures The principal executive and principal financial officers of CCC have evaluated
the disclosure controls and procedures of the Registrant as of the end of the
period covered by this report. As used herein, the term disclosure controls
and procedures has the meaning given to the term by Rule 13a-15 under the
Securities Exchange Act of 1934, as amended (Exchange Act), and includes the
controls and other procedures of the Registrant that are designed to ensure
that information required to be disclosed by the Registrant in the reports that
it files with the SEC under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms.
Based upon their evaluation, the principal executive and principal financial
officers of CCC have concluded that the Registrants disclosure controls and
procedures were effective such that the information required to be disclosed by
the Registrant in this report is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms applicable to
the preparation of this report and is accumulated and communicated to CCCs
management, including CCCs principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosures. There have been no significant changes in the Registrants internal controls or
in other factors that could significantly affect the Registrants internal
controls subsequent to the evaluation described above conducted by CCCs
principal executive and financial officers. 15




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##### Table of Contents



PART II - OTHER INFORMATION 
 Item 1. Legal Proceedings Not applicable. 
 Item 2. Changes in Securities and Use of Proceeds Not applicable. 
 Item 3. Defaults Upon Senior Securities Not applicable. 
 Item 4. Submissions of Matters to a Vote of Securities Holders Not applicable. 
 Item 5. Other Information Not applicable. 
 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits ExhibitNo.
    
    Description
    
    Method of Filing3
    (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
    
    ***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
****
  (b)
    
    Reports on Form 8-KNo reports on Form 8-K were filed by the Registrant during the quarter ended
June 30, 2004.   *
    
    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)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of
2003, 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. 16




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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 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 andDirector of Cronos Capital Corp. (CCC)Principal Financial and Accounting Officer of CCC
 Date: August 12, 2004 17




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##### Table of Contents



EXHIBIT INDEX ExhibitNo.
    
    Description
    
    Method of Filing3
    (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
    
    ***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
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)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of
2003, 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.