##### 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 SEPTEMBER 30, 2002

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.

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 94-3143940                          
|                                                              
|                                                              
|                                                              
|                                                              
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
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
|                                        | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                        | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION            
|                                        | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                             
|EXHIBIT INDEX                          
|Exhibit 99.1                           
|Exhibit 99.2                           



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##### Table of Contents



IEA INCOME FUND XII, L.P.

Report on Form 10-Q for the Quarterly Period
Ended September 30, 2002

TABLE OF CONTENTS

|                               |  |                                                                                                      |  |     
|------------------------------ |  | ---------------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                                      |  | PAGE
|PART I  FINANCIAL INFORMATION |  |                                                                                                     
|                              
|                              
|                              
|                              
|Item 1.                        |  | Financial Statements                                                                                 |  |     
|                              
|                              
|                              
|                              
|                               |  | Balance Sheets  September 30, 2002 (unaudited) and December 31, 2001                                |  | 4   
|                              
|                              
|                              
|                              
|                               |  | Statements of Operations for the three and nine months ended September 30, 2002 and 2001 (unaudited) |  | 5   
|                              
|                              
|                              
|                              
|                               |  | Statements of Cash Flows for the nine months ended September 30, 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                                           |  | 17  
|                              
|                              
|                              
|                              
|Item 4.                        |  | Controls and Procedures                                                                              |  | 17  
|                              
|                              
|                              
|                              
|PART II  OTHER INFORMATION    |  |                                                                                                     
|                              
|                              
|                              
|                              
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                                     |  | 18  

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 September 30,
2002 and December 31, 2001, statements of operations for the three and
nine months ended September 30, 2002 and 2001, and statements of cash
flows for the nine months ended September 30, 2002 and 2001.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3



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##### Table of Contents






IEA INCOME FUND XII, L.P.

Balance Sheets

(Unaudited)

|                                    |                                                                                                                                       |                                |                         |                   |            |               |            |              |            |            |  | 
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ----------------------- | ----------------- | ---------- | ------------- | ---------- | ------------ | ---------- | ---------- |  | 
|                                    |                                                                                                                                       |                                |                         |                   |            | September 30, |            | December 31,
|                                    |                                                                                                                                       |                                |                         |                   |            | 2002          |            | 2001        
|                                    |                                                                                                                                       |                                |                         |                   |            |               |            |             
|                                    |                                                                                                                                       |                                |                         | Assets            |            |               |            |              |            |            |  | 
|                                   
|                                   
|                                   
|                                   
|Current assets:                     |                                                                                                                                       |                                |                         |                   |            |               |            |             
|                                   
|                                   
|                                   
|                                   
|                                    | Cash and cash equivalents, includes $1,868,784 at September 30, 2002 and
$1,436,917 at December 31, 2001 in interest-bearing accounts |                                | $                       | 2,059,541         |            |               | $          | 1,451,917    |           
|                                   
|                                   
|                                   
|                                   
|                                    | Net lease receivables due from Leasing Company (notes 1 and 2)                                                                        |                                |                         | 312,673           |            |               |            | 190,347      |           
|                                    |                                                                                                                                       |                                |                         |                   |            |               |            |              |           
|                                    |                                                                                                                                       |                                | Total current assets    |                   |            | 2,372,214     |            |              |            | 1,642,264  | 
|                                    |                                                                                                                                       |                                |                         |                   |            |               |            |              |           
|Container rental equipment, at cost |                                                                                                                                       |                                | 46,663,899              |                   |            |               | 55,165,274 |             
|                                   
|                                   
|                                   
|                                   
|                                    | Less accumulated depreciation                                                                                                         |                                |                         | 27,583,296        |            |               |            | 30,128,707   |           
|                                    |                                                                                                                                       |                                |                         |                   |            |               |            |              |           
|                                    |                                                                                                                                       | Net container rental equipment |                         |                   | 19,080,603 |               |            |              | 25,036,567 |           
|                                    |                                                                                                                                       |                                |                         |                   |            |               |            |              |           
|                                    |                                                                                                                                       |                                | Total assets            |                   | $          | 21,452,817    |            |              | $          | 26,678,831 | 
|                                    |                                                                                                                                       |                                |                         |                   |            |               |            |              |           
|                                    |                                                                                                                                       |                                |                         | Partners Capital |            |               |            |              |            |            |  | 
|                                   
|                                   
|                                   
|                                   
|Partners capital (deficit):        |                                                                                                                                       |                                |                         |                   |            |               |            |             
|                                   
|                                   
|                                   
|                                   
|                                    | General partner                                                                                                                       |                                | $                       | (339,312          | )          |               | $          | (220,479     | )         
|                                   
|                                   
|                                   
|                                   
|                                    | Limited partners                                                                                                                      |                                |                         | 21,792,129        |            |               |            | 26,899,310   |           
|                                    |                                                                                                                                       |                                |                         |                   |            |               |            |              |           
|                                    |                                                                                                                                       |                                | Total partners capital |                   | $          | 21,452,817    |            |              | $          | 26,678,831 | 
|                                    |                                                                                                                                       |                                |                         |                   |            |               |            |              |           

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

4



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##### Table of Contents






IEA INCOME FUND XII, L.P.

Statements of Operations

(Unaudited)

|                                             |                                           |                      |          |                    |          |                   |          |               |          |               |            |            |            |   |            |            |            |  
|-------------------------------------------- | ----------------------------------------- | -------------------- | -------- | ------------------ | -------- | ----------------- | -------- | ------------- | -------- | ------------- | ---------- | ---------- | ---------- | - | ---------- | ---------- | ---------- | -
|                                             |                                           |                      |          | Three Months Ended |          | Nine Months Ended
|                                             |                                           |                      |          |                    |          |                  
|                                             |                                           |                      |          | September 30,      |          | September 30,     |          | September 30, |          | September 30,
|                                             |                                           |                      |          | 2002               |          | 2001              |          | 2002          |          | 2001         
|                                             |                                           |                      |          |                    |          |                   |          |               |          |              
|Net lease revenue (notes 1 and 3)            |                                           | $                    | 512,889  |                    |          | $                 | 614,245  |               |          | $             | 1,735,210  |            |            | $ | 2,268,423  |           
|                                            
|                                            
|                                            
|                                            
|Other operating expenses:                    |                                           |                      |          |                    |          |                   |          |               |          |               |            |            |            |   |            |           
|                                            
|                                            
|                                            
|                                            
|                                             | Depreciation                              |                      |          | 723,002            |          |                   |          | 859,974       |          |               |            | 2,302,249  |            |   |            | 2,611,487  |           
|                                            
|                                            
|                                            
|                                            
|                                             | Other general and administrative expenses |                      |          | 29,762             |          |                   |          | 38,954        |          |               |            | 97,239     |            |   |            | 141,655    |           
|                                            
|                                            
|                                            
|                                            
|                                             | Net loss on disposal of equipment         |                      |          | 660,147            |          |                   |          | 101,090       |          |               |            | 1,833,467  |            |   |            | 349,348    |           
|                                            
|                                            
|                                            
|                                            
|                                             | Impairment losses                         |                      |          |                   |          |                   |          |              |          |               |            |           |            |   |            | 1,617,363  |           
|                                             |                                           |                      |          |                    |          |                   |          |               |          |               |            |            |            |   |            |           
|                                             |                                           | Loss from operations |          |                    | (900,022 | )                 |          |               | (385,773 | )             |            |            | (2,497,745 | ) |            |            | (2,451,430 | )
|                                            
|                                            
|                                            
|                                            
|Other income:                                |                                           |                      |          |                    |          |                   |          |               |          |               |            |            |            |   |            |           
|                                            
|                                            
|                                            
|                                            
|                                             | Interest income                           |                      |          | 5,705              |          |                   |          | 10,062        |          |               |            | 15,578     |            |   |            | 42,277     |           
|                                             |                                           |                      |          |                    |          |                   |          |               |          |               |            |            |            |   |            |           
|                                             |                                           | Net loss             |          | $                  | (894,317 | )                 |          | $             | (375,711 | )             |            | $          | (2,482,167 | ) |            | $          | (2,409,153 | )
|                                             |                                           |                      |          |                    |          |                   |          |               |          |               |            |            |            |   |            |           
|Allocation of net (loss) income:             |                                           |                      |          |                    |          |                   |          |               |          |               |            |            |            |   |            |           
|                                            
|                                            
|                                            
|                                            
|                                             | General partner                           |                      | $        | (8,943             | )        |                   | $        | 23,365        |          |               | $          | (24,822    | )          |   | $          | 72,070     |           
|                                            
|                                            
|                                            
|                                            
|                                             | Limited partners                          |                      |          | (885,374           | )        |                   |          | (399,076      | )        |               |            | (2,457,345 | )          |   |            | (2,481,223 | )         
|                                             |                                           |                      |          |                    |          |                   |          |               |          |               |            |            |            |   |            |           
|                                             |                                           | $                    | (894,317 | )                  |          | $                 | (375,711 | )             |          | $             | (2,482,167 | )          |            | $ | (2,409,153 | )         
|                                             |                                           |                      |          |                    |          |                   |          |               |          |               |            |            |            |   |            |           
|Limited partners per unit share of net loss |                                           | $                    | (0.25    | )                  |          | $                 | (0.11    | )             |          | $             | (0.70      | )          |            | $ | (0.71      | )         
|                                             |                                           |                      |          |                    |          |                   |          |               |          |               |            |            |            |   |            |           

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)

|                                                     |                                     |   |                   |            |               |   |           |            |  
|---------------------------------------------------- | ----------------------------------- | - | ----------------- | ---------- | ------------- | - | --------- | ---------- | -
|                                                     |                                     |   | Nine Months Ended
|                                                     |                                     |   |                  
|                                                     |                                     |   | September 30,     |            | September 30,
|                                                     |                                     |   | 2002              |            | 2001         
|                                                     |                                     |   |                   |            |              
|Net cash provided by operating activities            |                                     | $ | 1,730,021         |            |               | $ | 2,330,210 |           
|                                                    
|                                                    
|                                                    
|                                                    
|Cash provided by investing activities:               |                                     |   |                   |            |               |   |           |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from disposal of equipment |   |                   | 1,621,450  |               |   |           | 627,751    |  
|                                                    
|                                                    
|                                                    
|                                                    
|Cash used in financing activities:                   |                                     |   |                   |            |               |   |           |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Distribution to partners            |   |                   | (2,743,847 | )             |   |           | (3,048,786 | )
|                                                     |                                     |   |                   |            |               |   |           |           
|Net increase (decrease) in cash and cash equivalents |                                     |   | 607,624           |            |               |   | (90,825   | )         
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents at January 1               |                                     |   | 1,451,917         |            |               |   | 1,512,512 |           
|                                                     |                                     |   |                   |            |               |   |           |           
|Cash and cash equivalents at September 30            |                                     | $ | 2,059,541         |            |               | $ | 1,421,687 |           
|                                                     |                                     |   |                   |            |               |   |           |           

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

6



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##### Table of Contents



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.

(Continued)

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##### Table of Contents



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. 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 nine-month periods ended September 30, 2002.
|
| |     |  | In June 2001, the Partnership recorded impairment charges related to
refrigerated container equipment which reduced net income by $1,617,363
or $0.46 per limited partnership unit. 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.                                                                                                                     

(Continued)

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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 nine-month period ended September 30, 2002, the Partnership sold 18
refrigerated containers which were targeted for sale as of June 30, 2001.
The Partnership recognized a gain of $21,070 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.                                                                                                                                                                                                                                         
|
| |     |  | 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.
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
$44,000 and $55,000 for the nine-month periods ended September 30, 2002
and 2001, respectively. The change to depreciation expense was
approximately $36,000 for the three-month period ended September 30,
2001.                                                                  
|
| | (e) |  | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     |  | 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 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 judgement 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,
reserves for the impairment of the container rental equipment carrying
values may be necessary based upon changes in market and economic
conditions.
|
| | (f) |  | 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 accounting principles
generally accepted in the United States of America (GAAP) 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.                                                                                                                                                                                                                                                                                                                                     

(Continued)

9



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##### Table of Contents



IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements



| | (f) |  | Financial Statement Presentation (continued)                                                                                                                                                                                                                                                                                                                                                              
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | 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.



|(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 September 30, 2002 and December 31, 2001 were as follows:

|                                               |  |               |           |              |  |   |           | 
|---------------------------------------------- |  | ------------- | --------- | ------------ |  | - | --------- | 
|                                               |  | September 30, |           | December 31,
|                                               |  | 2002          |           | 2001        
|                                               |  |               |           |             
|Gross lease receivables                        |  | $             | 1,174,584 |              |  | $ | 1,123,327 | 
|                                              
|                                              
|                                              
|                                              
|Less:                                          |  |               |           |              |  |   |           | 
|                                              
|                                              
|                                              
|                                              
|Direct operating payables and accrued expenses |  |               | 488,211   |              |  |   | 537,740   | 
|                                              
|                                              
|                                              
|                                              
|Damage protection reserve                      |  |               | 53,097    |              |  |   | 48,100    | 
|                                              
|                                              
|                                              
|                                              
|Base management fees payable                   |  |               | 199,965   |              |  |   | 219,922   | 
|                                              
|                                              
|                                              
|                                              
|Reimbursed administrative expenses             |  |               | 17,864    |              |  |   | 23,973    | 
|                                              
|                                              
|                                              
|                                              
|Allowance for doubtful accounts                |  |               | 102,774   |              |  |   | 103,245   | 
|                                               |  |               |           |              |  |   |           | 
|Net lease receivables                          |  | $             | 312,673   |              |  | $ | 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 and nine-month periods ended
September 30, 2002 and 2001 were as follows:

|                                    |  |                    |         |                   |  |               |           |               |  |   |           |  |  |   |           | 
|----------------------------------- |  | ------------------ | ------- | ----------------- |  | ------------- | --------- | ------------- |  | - | --------- |  |  | - | --------- | 
|                                    |  | Three Months Ended |         | Nine Months Ended
|                                    |  |                    |         |                  
|                                    |  | September 30,      |         | September 30,     |  | September 30, |           | September 30,
|                                    |  | 2002               |         | 2001              |  | 2002          |           | 2001         
|                                    |  |                    |         |                   |  |               |           |              
|Rental revenue (note 4)             |  | $                  | 969,810 |                   |  | $             | 1,286,313 |               |  | $ | 3,151,124 |  |  | $ | 4,082,835 | 
|                                   
|                                   
|                                   
|                                   
|Less:                               |  |                    |         |                   |  |               |           |               |  |   |           |  |  |   |           | 
|                                   
|                                   
|                                   
|                                   
|Rental equipment operating expenses |  |                    | 328,707 |                   |  |               | 510,252   |               |  |   | 1,004,230 |  |  |   | 1,307,759 | 
|                                   
|                                   
|                                   
|                                   
|Base management fees                |  |                    | 66,455  |                   |  |               | 88,697    |               |  |   | 217,180   |  |  |   | 281,458   | 
|                                   
|                                   
|                                   
|                                   
|Reimbursed administrative expenses  |  |                    | 61,759  |                   |  |               | 73,119    |               |  |   | 194,504   |  |  |   | 225,195   | 
|                                    |  |                    |         |                   |  |               |           |               |  |   |           |  |  |   |           | 
|Net lease revenue                   |  | $                  | 512,889 |                   |  | $             | 614,245   |               |  | $ | 1,735,210 |  |  | $ | 2,268,423 | 
|                                    |  |                    |         |                   |  |               |           |               |  |   |           |  |  |   |           | 

(Continued)

10



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##### Table of Contents



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 September 30, 2002, the Partnership operated 6,767 twenty-foot, 4,070
forty-foot and 167 forty-foot high-cube marine dry cargo containers, as well
as 233 twenty-foot and 240 forty-foot marine refrigerated cargo containers.
A summary of gross lease revenue, by product, for the three and nine-month
periods ended September 30, 2002 and 2001 follows:                                                                                                                    

|                        |  |                    |         |                   |  |               |           |               |  |   |           |  |  |   |           | 
|----------------------- |  | ------------------ | ------- | ----------------- |  | ------------- | --------- | ------------- |  | - | --------- |  |  | - | --------- | 
|                        |  | Three Months Ended |         | Nine Months Ended
|                        |  |                    |         |                  
|                        |  | September 30,      |         | September 30,     |  | September 30, |           | September 30,
|                        |  | 2002               |         | 2001              |  | 2002          |           | 2001         
|                        |  |                    |         |                   |  |               |           |              
|Dry cargo containers    |  | $                  | 748,569 |                   |  | $             | 1,022,993 |               |  | $ | 2,468,960 |  |  | $ | 3,284,308 | 
|                       
|                       
|                       
|                       
|Refrigerated containers |  |                    | 221,241 |                   |  |               | 263,320   |               |  |   | 682,164   |  |  |   | 798,527   | 
|                        |  |                    |         |                   |  |               |           |               |  |   |           |  |  |   |           | 
|Total                   |  | $                  | 969,810 |                   |  | $             | 1,286,313 |               |  | $ | 3,151,124 |  |  | $ | 4,082,835 | 
|                        |  |                    |         |                   |  |               |           |               |  |   |           |  |  |   |           | 



|    |  | 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 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
Partnership is currently evaluating the impact that SFAS No. 143 will have
on its financial statements.                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | In June 2002, the Financial Accounting Standards Board issued SFAS 146,
Accounting for Costs Associated with Exit or Disposal Activities, which
addresses accounting for restructuring and similar costs. SFAS 146
supersedes previous accounting guidance, principally Emerging Issues Task
Force Issue No. 94-3. SFAS 146 requires that the liability for costs
associated with an exit or disposal activity be recognized when the
liability is incurred. Under Issue 94-3, a liability for an exit cost was
recognized at the date of the Partnerships commitment to an exit plan. SFAS
146 also establishes that the liability should initially be measured and
recorded at fair value. Accordingly, SFAS 146 may affect the timing of
recognizing future restructuring costs as well as the amounts recognized.
The Registrant believes that SFAS 146 will not have a significant impact on
its financial position or results of operations.

******

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 September 30, 2002, 72% 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 September 30, 2002.

|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |    |     |  |     |     |     | 
|--------------------- | ---------------------- | -------- | ----- | ---------- | ----- | ------------ | ----- | --------- | ----- | ------- | --- | ------- | --- |  | --- | -- | --- |  | --- | --- | --- | 
|                      |                        |          |       | Dry Cargo  |       | Refrigerated
|                      |                        |          |       | Containers |       | Containers  
|                      |                        |          |       |            |       |             
|                      |                        |          |       |            |       |              |       |           |       |         |     | 40-Foot |     |  |     |    |     |  |     |    
|                      |                        |          |       | 20-Foot    |       | 40-Foot      |       | High-Cube |       | 20-Foot |     | 40-Foot
|                      |                        |          |       |            |       |              |       |           |       |         |     |        
|Containers on lease:  |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |    |     |  |     |    
|                     
|                     
|                     
|                     
|                      | Master lease           |          |       | 2,499      |       |              |       | 1,121     |       |         |     | 88      |     |  |     | 75 |     |  |     | 24  |    
|                     
|                     
|                     
|                     
|                      | Term lease (1-5 years) |          |       | 3,046      |       |              |       | 1,728     |       |         |     | 42      |     |  |     | 89 |     |  |     | 147 |    
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |    |     |  |     |     |    
|                      |                        | Subtotal |       |            | 5,545 |              |       |           | 2,849 |         |     |         | 130 |  |     |    | 164 |  |     |     | 171 | 
|                     
|                     
|                     
|                     
|Containers off lease  |                        |          | 1,222 |            |       |              | 1,221 |           |       |         | 37  |         |     |  | 69  |    |     |  | 69  |    
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |    |     |  |     |     |    
|Total container fleet |                        |          | 6,767 |            |       |              | 4,070 |           |       |         | 167 |         |     |  | 233 |    |     |  | 240 |    
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |    |     |  |     |     |    

|                                      |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |   |  |     |    |   |  |     |    |  |  |     |   |   |  |     |    |  |  |     |    |  
|------------------------------------- | -------------- |  | ---------- | ----- | ------------ |  | --------- | -- | ------- |  | ------- | ----- | - |  | ----- | -- | - |  | ------- | -- | - |  | --- | -- | - |  | --- | -- |  |  | --- | - | - |  | --- | -- |  |  | --- | -- | -
|                                      |                |  | 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 |  |            | 2,976 |              |  |           | 31 | %       |  |         | 1,356 |   |  |       | 25 | % |  |         | 46 |   |  |     | 22 | % |  |     | 15 |  |  |     | 6 | % |  |     | 69 |  |  |     | 22 | %
|                                      |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |  
|Remaining fleet at
September 30, 2002 |                |  | 6,767      |       |              |  | 69        | %  |         |  | 4,070   |       |   |  | 75    | %  |   |  | 167     |    |   |  | 78  | %  |   |  | 233 |    |  |  | 94  | % |   |  | 240 |    |  |  | 78  | % 
|                                      |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |  

Over the past two years, the slowdown and uneven recovery in the global economy
has led to reduced levels of capital available for new container investment and
a corresponding increase in demand for existing dry cargo containers. During
2002, the surge in demand for existing containers has contributed to reducing
off-hire inventories primarily in Asia, and to a lesser extent Europe and North
America. Many Asian locations are now experiencing container shortfalls as
limited, new container production is unable to meet current market demands. To
exploit this demand, the Leasing Company has repositioned off-hire equipment to
locations of greatest demand and pursued leasing opportunities through its
global network of marketing services. As a result, average utilization of the
Registrants dry cargo fleet increased from 66% during the month of December
2001 to 77% during the month of September 2002. However, lease per-diem rates,
which are influenced by new container prices and borrowing rates, continued to
remain depressed. An improvement in lease per-diem rates is not expected until
new container prices increase to much higher levels. The demand for cargo
containers has continued into the fourth quarter of 2002 and is expected to
continue into early 2003. However, wide-ranging concerns remain about waning
consumer confidence within the worlds economies, a rise in oil prices, weak
global stock markets, the uncertain impact of a possible war in Iraq, as well
as an increase in new container production, which may temper the current demand
for leased containers.

Despite recent improvements in container leasing market conditions, the effect
of the sporadic global economic recovery on the container leasing industrys
customers, the shipping lines, coupled with their acquisition of new, larger
containerships, has 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, as some shipping lines, have
reported operating losses during 2002. The financial impact of such losses on
the shipping lines may eventually influence the demand for leased containers as
some shipping lines may experience additional financial difficulties,
consolidate or become insolvent. Although the ultimate outcome, as well as its
impact on the container leasing

(Continued)

12



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##### Table of Contents



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.

On October 8, 2002, the Pacific Maritime Associations 10-day lock-out of the
International Longshore and Warehouse Union ended. During this 10-day period,
the flow of world trade, particularly in Pacific trade routes was disrupted,
creating some interesting short-term benefits to the container leasing industry
as shipping lines were unable to off-hire containers during the 10-day lock
out, and ships were delayed at congested ports, exacerbating the shortage of
container inventories throughout Asia. While these conditions served to create
further short-term demand for existing cargo containers, the long-term impact
of this lock-out will not be known until the labor issues associated with the
lock-out are ultimately resolved, shipping lines assess their losses, and
containers and ships are redeployed into areas of demand.

The Registrants average fleet size and utilization rates for the three and
nine-month periods ended September 30, 2002 and 2001 were as follows:

|                                                                    |                         |  |                    |        |                   |  |               |        |               |  |  |        |   |  |  |        |  
|------------------------------------------------------------------- | ----------------------- |  | ------------------ | ------ | ----------------- |  | ------------- | ------ | ------------- |  |  | ------ | - |  |  | ------ | -
|                                                                    |                         |  | Three Months Ended |        | Nine Months Ended
|                                                                    |                         |  |                    |        |                  
|                                                                    |                         |  | September 30,      |        | September 30,     |  | September 30, |        | September 30,
|                                                                    |                         |  | 2002               |        | 2001              |  | 2002          |        | 2001         
|                                                                    |                         |  |                    |        |                   |  |               |        |              
|Average fleet size (measured in
twenty-foot equivalent units
(TEU)) |                         |  |                    |        |                   |  |               |        |               |  |  |        |   |  |  |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Dry cargo containers    |  |                    | 15,930 |                   |  |               | 18,804 |               |  |  | 17,017 |   |  |  | 19,050 |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Refrigerated containers |  |                    | 714    |                   |  |               | 678    |               |  |  | 726    |   |  |  | 727    |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Average Utilization                                                 |                         |  |                    |        |                   |  |               |        |               |  |  |        |   |  |  |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Dry cargo containers    |  |                    | 75     | %                 |  |               | 65     | %             |  |  | 71     | % |  |  | 67     | %
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Refrigerated containers |  |                    | 71     | %                 |  |               | 83     | %             |  |  | 73     | % |  |  | 76     | %

Although dry cargo container utilization levels have increased since December
31, 2001, many older dry cargo containers, including those of the Registrant,
were leased under term leases that command lower per-diem rates. These term
leases, combined with the markets impact on short-term, master lease per-diem
rates for dry cargo containers, contributed to an overall decline in the
Registrants per-diem rates. Average dry cargo container per-diem rental rates
for the three and nine-month periods ended September 30, 2002, decreased
approximately 22% and 21%, when compared to the same three and nine-month
periods in the prior year. Refrigerated per-diem rental rates continue to be
impacted by lower new container prices and borrowing rates. Accordingly,
average refrigerated container per-diem rental rates for the three and
nine-month periods ended September 30, 2002, decreased approximately 17% and
14%, when compared to the same three and nine-month periods 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 September 30, 2002 Compared to the Three Months Ended
September 30, 2001

Loss from operationsfor the three months ended September 30, 2002 was
$900,022, as compared to a loss of $385,773 during the corresponding period of
2001. The loss was primarily due to the net loss on disposal of equipment, as
well as a decline in net lease revenue.

Net lease revenueof $512,889 for the three months ended September 30, 2002 was
$101,356 lower than in the corresponding period of 2001. The decrease was due
to a $316,503 decline in gross rental revenue (a component of net lease
revenue) from the same period in 2001. Gross rental revenue was impacted by
lower average per-diem rental rates and the Registrants smaller fleet size.
Other components of net lease revenue, including management fees and reimbursed
administrative expenses, were lower by $33,602 when compared to the
corresponding period in 2001, partially offsetting the decline in gross lease
revenue. Rental equipment operating expenses decreased by $181,545 when
compared to the corresponding period in 2001. Contributing to the decrease in
rental equipment operating expenses were decreases in storage, repositioning
and repair and maintenance expenses, partially offset by an increase in the
provision for doubtful accounts.

Depreciation expenseof $723,002 for the three months ended September 30, 2002
was $136,972 lower than the same period in 2001 due to a declining fleet size.

(Continued)

13



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##### Table of Contents



Other general and administrative expensesdecreased to $29,762 in the third
quarter of 2002, from $38,954 in the corresponding period of 2001, representing
a decrease of $9,192 or 24% from the same period in 2001. Contributing to this
decline was the reduction of legal and professional fees, and costs related to
investor communications.

Net loss on disposal of equipmentwas a result of the Registrant disposing of
842 containers during the three-month period ended September 30, 2002, as
compared to 186 containers during the same period in 2001. These disposals
resulted in a loss of $660,147 for the three-month period ended September 30,
2002, as compared to a loss of $101,090 for the three-month period ended
September 30, 2001. The Registrant believes that the net loss on container
disposals in the three-month period ended September 30, 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.

Impairment chargeswere incurred by the Registrant relating to refrigerated
container equipment with R12 refrigerant gas (the R12 Containers). In the
second quarter of 2001, the Leasing Company undertook a review of the
Registrants refrigerated container equipment. Due to the environmental impact
of the R12 refrigerant gas and other R12 Container marketing considerations,
the Leasing Company concluded that effective July 1, 2001, inventories of the
Registrants R12 Containers would be targeted for immediate sale. It was
concluded that the carrying value of the R12 Containers to be disposed of
exceeded fair value and accordingly, an impairment charge of $472,513 was
recorded to operations under impairment losses. The Leasing Company also
conducted a review of the Registrants R12 Containers that were on lease at
June 30, 2001. It was concluded that the carrying value of the R12 Containers
to be held and used exceeded the future cash flows expected to result from the
use of these containers and their eventual disposition, and therefore was not
recoverable. Accordingly, a charge of $1,144,850 was recorded to operations
under impairment losses

The total impairment charge for the Registrants R12 Containers was $1,617,363.
This charge was recorded during the second quarter of 2001.

An analysis is prepared each quarter in accordance with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, which
requires container rental equipment 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. The analysis estimates future cash
flows from container rental equipment operations using available valuation
methodologies and market information, including current and projected
utilization rates, per-diem rental rates, direct operating expenses, fleet size
and container disposals. Since December 31, 2001, container leasing market
conditions have strengthened, contributing to an improvement in many of these
variables. However, since considerable judgement is required in determining
future cash flows from container rental equipment operations, the estimated
results may not be indicative of the amounts that could be realized in future
periods. As additional information becomes available in subsequent periods,
reserves for the impairment of the container rental equipment carrying values
may be necessary based upon changes in market and economic conditions.
Additionally, the Registrant 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 was no impairment charge during the three-month period ended September
30, 2002.

Nine Months Ended September 30, 2002 Compared to the Nine Months Ended
September 30, 2001

Loss from operationsfor the nine months ended September 30, 2002 was
$2,497,745, as compared to $2,451,430 during the corresponding period of 2001.
The increase in loss was primarily due to the net loss on disposal of
equipment, as well as a decline in net lease revenue, partially offset by a
decrease in depreciation expense of $309,238 and the impairment charge of
$1,617,363 incurred in 2001.

(Continued)

14



---



##### Table of Contents



Net lease revenueof $1,735,210 for the nine months ended September 30, 2002
was $533,213 lower than in the corresponding period of 2001. The decrease was
due to a $931,711 decline in gross rental revenue (a component of net lease
revenue) from the same period in 2001. Gross rental revenue was impacted by
lower average per-diem rental rates and the Registrants smaller fleet size.
Other components of net lease revenue, including management fees and reimbursed
administrative expenses, were lower by $94,969 when compared to the
corresponding period in 2001, partially offsetting the decline in gross lease
revenue. Rental equipment operating expenses decreased by $303,529 when
compared to the corresponding period in 2001. Contributing to the decline in
rental equipment operating expenses were decreases in storage, repositioning
and repair and maintenance expenses, partially offset by an increase in the
provision for doubtful accounts.

Depreciation expenseof $2,302,249 for the nine months ended September 30, 2002
was $309,238 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
$44,000 for the nine months ended September 30, 2002.

Other general and administrative expenseswere $97,239 for the nine months
ended September 30, 2002, a decrease of $44,416 or 31% when compared to
corresponding period of 2001. Contributing to this decrease were reductions in
net exchange rate gains, legal and professional fees, and costs for investor
communications.

Net loss on disposal of equipmentwas a result of the Registrant disposing of
2,400 containers during the nine-month period ended September 30, 2002, as
compared to 549 containers during the same period in 2001. These disposals
resulted in a loss of $1,833,467 for the nine-month period ended September 30,
2002, as compared to a loss of $349,348 for the nine-month period ended
September 30, 2001.

Impairment chargeswere incurred by the Registrant relating to refrigerated
container equipment with R12 refrigerant gas (the R12 Containers). In the
second quarter of 2001, the Leasing Company undertook a review of the
Registrants refrigerated container equipment. Due to the environmental impact
of the R12 refrigerant gas and other R12 Container marketing considerations,
the Leasing Company concluded that effective July 1, 2001, inventories of the
Registrants R12 Containers would be targeted for immediate sale. The Leasing
Company also conducted a review of the Registrants 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 will be disposed of over the next several quarters.                                                                                                    
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 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, a charge of $1,144,850 was recorded to
operations under impairment losses. Fair value was determined by
discounting future expected cash flows.

The total impairment charge for the Registrants R12 Containers was $1,617,363.
This charge was recorded during the second quarter of 2001. There was no
impairment charge during the nine-month period ended September 30, 2002.

Liquidity and Capital Resources

Cash from Operating Activities:Net cash provided by operating activities was
$1,730,021 and $2,330,210 during the first nine 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 nine-month periods ending September 30, 2002 and 2001, included
sales proceeds generated from the sale of rental equipment of $1,621,450 and
$627,751, respectively.

Cash from Financing Activities:Net cash used in financing activities was
$2,743,847 during the first nine months of 2002 compared to $3,048,786 in the
corresponding period of 2001. These amounts represent distributions to the
Registrants general and limited partners. The Registrants diminishing fleet
size, as well as current market conditions, may produce lower

(Continued)

15



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##### Table of Contents



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 and proceeds from
container sales 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 September 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.

In September 2002, the Financial Accounting Standards Board issued SFAS 146,
Accounting for Costs Associated with Exit or Disposal Activities, which
addresses accounting for restructuring and similar costs. SFAS 146 supersedes
previous accounting guidance, principally Emerging Issues Task Force Issue No.
94-3. SFAS 146 requires that the liability for costs associated with an exit
or disposal activity be recognized when the liability is incurred. Under Issue
94-3, a liability for an exit cost was recognized at the date of the
Registrants commitment to an exit plan. SFAS 146 also establishes that the
liability should initially be measured and recorded at fair value. Accordingly,
SFAS 146 may affect the timing of recognizing future restructuring costs as
well as the amounts recognized. The Registrant believes that SFAS 146 will not
have a significant impact on its financial position or results of operations.

Inflation

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

(Continued)

16



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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. 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 within 90 days prior
to the filing of this quarterly report. As used herein, the term disclosure
controls and procedures has the meaning given to the term by Rule 13a-14
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 provide reasonable assurance 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.

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.

17



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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                                                    |  | ***                          
|       
|       
|       
|       
|99.1    |  | Certification pursuant to 18 U.S.C. § 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |  | Filed with this document
****
|       
|       
|       
|       
|99.2    |  | Certification pursuant to 18 U.S.C. § 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |  | Filed with this document
****



|(b) |  | Reports on Form 8-K                                                                             
|--- |  | ------------------------------------------------------------------------------------------------
|   
|    |  | No reports on Form 8-K were filed by the Registrant during the quarter ended
September 30, 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)                                                                                                                                                                                                                                                        
|    
|    
|    
|    
|**** |  | These two certifications, required by Section 906 of the Sarbanes-Oxley
Act of 2002, other than as required by Section 906, are 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.

18



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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. Tietz                                                                                                               
|                         |  |                           |  |                                                                                                                                   
|                         |  |                           |  | Dennis J. Tietz
President and Director of Cronos Capital Corp. (CCC)
Principal Executive Officer of CCC                         
|                        
|                        
|                        
|                        
|                         |  |                           |  |                                                                                                                                   
|                        
|                        
|                        
|                        
|                         |  | By                        |  | /s/ John Kallas                                                                                                                   
|                         |  |                           |  |                                                                                                                                   
|                         |  |                           |  | John Kallas
Chief Financial Officer and
Director of Cronos Capital Corp. (CCC)
Principal Financial and Accounting Officer of CCC
|                        
|                        
|                        
|                        
|Date:  November 14, 2002 |  |                           |  |                                                                                                                                   

19



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##### Table of Contents



IEA Income Fund XII, L.P.

CERTIFICATIONS
(Exchange Act Rule 13a-14)

I, Dennis J. Tietz, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of IEA Income Fund
XII, L.P. (the Registrant);

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.     The other certifying officer of Cronos Capital Corp. (CCC), the
General Partner of the Registrant, and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the Registrant and we have:

(a)  designed such disclosure controls and procedures to ensure that
material information relating to the Registrant is made known to us by others
within CCC, particularly during the period in which this quarterly
report is being prepared;

(b)  evaluated the effectiveness of the Registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

(c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     CCCs other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrants auditors and the Board of Directors of
CCC:

(a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to record,
process, summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal controls;
and

6.     CCCs other certifying officer of CCC and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002



/s/ DENNIS J TIETZ

Dennis J Tietz
President of CCC
(Chief Executive Officer)





---



##### Table of Contents



IEA Income Fund XII, L.P.

CERTIFICATIONS
(Exchange Act Rule 13a-14)

I, John Kallas, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of IEA Income Fund
XII, L.P. (the Registrant);

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.     The other certifying officer of Cronos Capital Corp. (CCC), the
General Partner of the Registrant, and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the Registrant and we have:

(a)  designed such disclosure controls and procedures to ensure that
material information relating to the Registrant is made known to us by others
within CCC, particularly during the period in which this quarterly
report is being prepared;

(b)  evaluated the effectiveness of the Registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

(c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     CCCs other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrants auditors and the Board of Directors of
CCC:

(a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to record,
process, summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal controls;
and

6.     CCCs other certifying officer of CCC and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002



/s/ JOHN KALLAS

John Kallas
Vice President and
Chief Financial Officer of CCC





---



##### 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                                                    |  | ***                          
|       
|       
|       
|       
|99.1    |  | Certification pursuant to 18 U.S.C. § 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |  | Filed with this document
****
|       
|       
|       
|       
|99.2    |  | Certification pursuant to 18 U.S.C. § 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |  | 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)                                                                                                                                                                                                                                                        
|    
|    
|    
|    
|**** |  | These two certifications, required by Section 906 of the Sarbanes-Oxley
Act of 2002, other than as required by Section 906, are 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.