##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
 TO
 Commission file number 0-21518
 IEA INCOME FUND XII, L.P.
  California
    
    94-3143940(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
 
 þ o
 o þ




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IEA INCOME FUND XII, L.P.
 Report on Form 10-Q for the Quarterly Period
Ended June 30, 2005
 TABLE OF CONTENTS
 PAGEPART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Balance Sheets  June 30, 2005 and December 31, 2004 (unaudited)
    
    
    4Condensed Statements of Operations for the three and six months ended June 30, 2005 and 2004 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the six months ended June 30, 2005 and 2004 (unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17PART II  OTHER INFORMATION
    
    
    18Item 1. Legal Proceedings
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. Submissions of Matters to a Vote of Securities Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
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PART I  FINANCIAL INFORMATION
 
 Financial Statements
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IEA INCOME FUND XII, L.P.
 
 Condensed Balance Sheets
 (Unaudited)
 June 30,
    
    December 31,2005
    
    2004AssetsCurrent assets:Cash and cash equivalents, includes $1,675,703 at June 30, 2005 and
$2,107,593 at December 31, 2004 in interest-bearing accounts
    
    $
    1,690,704
    
    
    $
    2,122,594Net lease receivables due from Leasing Company (notes 1 and 2)
    
    
    595,975
    
    
    
    498,682Total current assets
    
    
    2,286,679
    
    
    
    2,621,276Container rental equipment, at cost
    
    
    24,762,899
    
    
    
    29,464,593Less accumulated depreciation
    
    
    (18,327,129
    )
    
    
    (21,035,331
    )Net container rental equipment (note 1)
    
    
    6,435,770
    
    
    
    8,429,262Total assets
    
    $
    8,722,449
    
    
    $
    11,050,538Partners CapitalPartners capital (deficit):General partner
    
    $
    (567,569
    )
    
    $
    (608,534
    )Limited partners
    
    
    9,290,018
    
    
    
    11,659,072Total partners capital
    
    $
    8,722,449
    
    
    $
    11,050,538
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IEA INCOME FUND XII, L.P.
 
 Condensed Statements of Operations
 (Unaudited)
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net lease revenue (notes 1 and 3)
    
    $
    480,618
    
    
    $
    569,111
    
    
    $
    963,277
    
    
    $
    1,036,841Other operating income (expenses):Depreciation
    
    
    (396,884
    )
    
    
    (559,933
    )
    
    
    (825,608
    )
    
    
    (1,140,506
    )Other general and administrative expenses
    
    
    (38,342
    )
    
    
    (36,121
    )
    
    
    (71,999
    )
    
    
    (69,204
    )Net gain (loss) on disposal of equipment
    
    
    73,513
    
    
    
    (85,347
    )
    
    
    65,424
    
    
    
    (256,175
    )Income (loss) from operations
    
    
    118,905
    
    
    
    (112,290
    )
    
    
    131,094
    
    
    
    (429,044
    )Other income:Interest income
    
    
    10,194
    
    
    
    948
    
    
    
    18,946
    
    
    
    1,847Net income (loss)
    
    $
    129,099
    
    
    $
    (111,342
    )
    
    $
    150,040
    
    
    $
    (427,197
    )Allocation of net income (loss):General partner
    
    $
    91,691
    
    
    $
    (1,113
    )
    
    $
    118,140
    
    
    $
    (4,272
    )Limited partners
    
    
    37,408
    
    
    
    (110,229
    )
    
    
    31,900
    
    
    
    (422,925
    )$
    129,099
    
    
    $
    (111,342
    )
    
    $
    150,040
    
    
    $
    (427,197
    )Limited partners per unit share of net
income (loss)
    
    $
    0.01
    
    
    $
    (0.03
    )
    
    $
    0.01
    
    
    $
    (0.12
    )
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IEA INCOME FUND XII, L.P.
 
 Condensed Statements of Cash Flows
 (Unaudited)
 Six Months EndedJune 30,
    
    June 30,2005
    
    2004Net cash provided by operating activities
    
    $
    822,292
    
    
    $
    913,405Cash provided by investing activities:Proceeds from disposal of equipment
    
    
    1,185,133
    
    
    
    696,284Payment received from sales-type lease for sale of rental equipment
    
    
    38,814
    
    
    
    1,223,947
    
    
    
    696,284Cash used in financing activities:Distribution to general partner
    
    
    (77,175
    )
    
    
    (46,426
    )Distribution to limited partners
    
    
    (2,400,954
    )
    
    
    (1,390,800
    )(2,478,129
    )
    
    
    (1,437,226
    )Net (decrease) increase in cash and cash equivalents
    
    
    (431,890
    )
    
    
    172,463Cash and cash equivalents at the beginning of the period
    
    
    2,122,594
    
    
    
    1,476,987Cash and cash equivalents at the end of the period
    
    $
    1,690,704
    
    
    $
    1,649,450
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IEA INCOME FUND XII, L.P.
 
 Notes to Unaudited Condensed Financial Statements
 Summary of Significant Accounting Policies
 (a)
    
    Nature of OperationsIEA Income Fund XII, L.P. (the Partnership) is a limited partnership organized under the
laws of the State of California on November 28, 1991 for the purpose of owning and leasing
marine cargo containers worldwide to ocean carriers. The Partnerships operations are
subject to the fluctuations of world economic and political conditions. The Partnership
believes that the profitability of, and risks associated with, leases to foreign customers
is generally the same as those of leases to domestic customers. The Partnerships leases
generally require all payments to be made in United States currency.Cronos Capital Corp. (CCC) is the general partner and, with its affiliate Cronos
Containers Limited (the Leasing Company), manages the business of the Partnership. CCC
and the Leasing Company also manage the container leasing business for other partnerships
affiliated with CCC.The Partnership commenced operations on January 31, 1992, when the minimum subscription
proceeds of $2,000,000 were obtained. The Partnership offered 3,750,000 units of limited
partnership interest at $20 per unit, or $75,000,000. The offering terminated on November
30, 1992, at which time 3,513,594 limited partnership units had been sold.The Partnership has completed its 13th year of operations and has entered its
liquidation phase wherein the General Partner focuses its attention on the retirement
of the remaining equipment in the Partnerships container fleet. At June 30, 2005, the
Partnerships fleet size was approximately 44% of its original fleet size. The
General Partner will take several factors into consideration when examining options
for the timing of the disposal of the containers. These factors include the impact of
a diminishing fleet size and current market conditions on the level of gross lease
revenue, and fixed operating costs relative to this revenue. Parallel to these
considerations will be a projected increase in expenses for devoting significant
resources to the additional reporting and compliance requirements of Section 404 of
the Sarbanes Oxley Act of 2002, which addresses a range of corporate governance,
disclosure, and accounting issues. These costs may include increased accounting and
administrative expenses for additional staffing and outside professional services by
accountants and consultants. These additional costs, depending on their materiality,
may reduce the Partnerships results from operations and therefore negatively affect
future distributions to the Limited Partners.(b)
    
    Leasing Company and Leasing Agent AgreementA Leasing Agent Agreement exists between the Partnership and the Leasing Company,
whereby the Leasing Company has the responsibility to manage the leasing operations of all
equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is
responsible for leasing, managing and re-leasing the Partnerships containers to ocean
carriers, and has full discretion over which ocean carriers and suppliers of goods and
services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use
the containers owned by the Partnership, together with other containers owned or managed by
the Leasing Company and its affiliates, as part of a single fleet operated without regard
to ownership. Since the Leasing Agent Agreement meets the definition of an operating lease
in Statement of Financial Accounting Standards (SFAS) No. 13, it is accounted for as a
lease under which the Partnership is lessor and the Leasing Company is lessee.The Leasing Agent Agreement generally provides that the Leasing Company will make
payments to the Partnership based upon rentals collected from ocean carriers after
deducting direct operating expenses and management fees to CCC and the Leasing Company.
The Leasing Company leases containers to ocean carriers, under operating leases which are
either master leases or term leases (mostly one to five years) and sales-type leases.
Master leases do not specify the exact number of containers to be leased or the term that
each container will remain on hire but allow the ocean carrier to pick up and drop off
containers at various locations, and rentals
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IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (b)
    
    Leasing Company and Leasing Agent Agreement (continued)are based upon the number of containers used and the applicable per-diem rate.
Accordingly, rentals under master leases are all variable and contingent upon the number of
containers used. Sales-type leases have fixed payment terms and provide the lessee with a
purchase option. The net investment in sales-type leases represents a receivable due from
the Leasing Company, net of unearned income. Unearned income, when recognized, is
reflected in the Partnerships statements of operations, providing a constant return on
capital over the lease term. Unearned income is recorded as part of the net lease
receivable due from the Leasing Company.(c)
    
    Basis of AccountingThe Partnership utilizes the accrual method of accounting. Net lease revenue is
recorded by the Partnership in each period based upon its leasing agent agreement with the
Leasing Company. Net lease revenue is generally dependent upon operating lease rentals
from operating lease agreements between the Leasing Company and its various lessees, less
direct operating expenses and management fees due in respect of the containers specified in
each operating lease agreement.(d)
    
    Use of EstimatesThe financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America (GAAP), which requires the Partnership
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.The most significant estimates included within the financial statements are the container
rental equipment estimated useful lives and residual values, and the estimate of future
cash flows from container rental equipment operations, used to determine the carrying value
of container rental equipment in accordance with SFAS No. 144. Considerable judgment is
required in estimating future cash flows from container rental equipment operations.
Accordingly, the estimates may not be indicative of the amounts that may be realized in
future periods. As additional information becomes available in subsequent periods,
recognition of an impairment of the container rental equipment carrying values may be
necessary based upon changes in market and economic conditions.(e)
    
    Container Rental EquipmentContainer rental equipment is depreciated using the straight-line basis. Depreciation
policies are also evaluated to determine whether subsequent events and circumstances
warrant revised estimates of useful lives.In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, container rental equipment is considered to be impaired if the carrying value of
the asset exceeds the expected future cash flows from related operations (undiscounted and
without interest charges). If impairment is deemed to exist, the assets are written down
to fair value. An analysis is prepared each quarter projecting future cash flows from
container rental equipment operations. Current and projected utilization rates, per-diem
rental rates, direct operating expenses, fleet size and container disposals are the primary
variables utilized by the analysis. Additionally, the Partnership evaluates future cash
flows and potential impairment by container type rather than for each individual container,
and as a result, future losses could result for individual container dispositions due to
various factors, including age, condition, suitability for continued leasing, as well as
the geographical location of containers when disposed. There were no impairment charges to
the carrying value of container rental equipment for the three and six-month periods ended
June 30, 2005 and 2004.
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IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (f)
    
    Partners Capital AccountsUpon dissolution, the assets of the Partnership will be sold and the proceeds thereof
distributed as follows: (i) all of the Partnerships debts and liabilities to persons other
than CCC or the limited partners shall be paid and discharged; (ii) all of the
Partnerships debts and liabilities to CCC and the limited partners shall be paid and
discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the
limited partners in accordance with the positive balances of CCC and the limited partners
capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal
to the lesser of the deficit balance in its capital account at the time of such
liquidation, or 1.01% of the excess of the Limited Partners capital contribution to the
Partnership over the capital contributions previously made to the Partnership by CCC, after
giving effect to the allocation of income or loss arising from the liquidation of the
Partnerships assets.(g)
    
    Financial Statement PresentationThese financial statements have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP) have been
condensed or omitted pursuant to such rules and regulations, although the Partnership
believes that the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in conjunction with
the financial statements and accompanying notes in the Partnerships December 31, 2004
Annual Report on Form 10-K.The interim financial statements presented herewith reflect
in the opinion of management, all adjustments of a normal recurring
nature necessary to present fairly the results for the interim
periods presented. The results of operations for such interim periods
are not necessarily indicative of the results to be expected for the
full year.
 (2)
    
    Net Lease Receivables Due from Leasing CompanyNet lease receivables due from the Leasing Company are determined by deducting direct operating
payables and accrued expenses, base management fees payable, and reimbursed administrative
expenses payable to CCC and its affiliates from the rental billings earned by the Leasing
Company under operating leases and sales-type leases to ocean carriers for the containers owned
by the Partnership as well as proceeds earned from container disposals. Net lease receivables
at June 30, 2005 and December 31, 2004 were as follows:
 June 30,
    
    December 31,2005
    
    2004Gross lease receivables
    
    $
    1,005,160
    
    
    $
    1,009,139Sales-type lease receivable, net of unearned income
(see Note 3)
    
    
    56,261
    
    
    
    95,0751,061,421
    
    
    
    1,104,214Less:Direct operating payables and accrued expenses
    
    
    196,270
    
    
    
    337,537Damage protection reserve
    
    
    81,974
    
    
    
    88,462Base management fees payable
    
    
    6,909
    
    
    
    26,003Reimbursed administrative expenses
    
    
    12,712
    
    
    
    16,041Allowance for doubtful accounts
    
    
    167,581
    
    
    
    137,489465,446
    
    
    
    605,532Net lease receivables
    
    $
    595,975
    
    
    $
    498,682
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IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (3)
    
    Sales-Type Lease ReceivableOn December 1, 2004, the Leasing Company, on behalf of the Partnership, amended a term lease
agreement with one lessee to include a bargain purchase option. As a result of the amendment,
the Partnership reclassified the term lease agreement as a sales-type lease, recorded a
sales-type lease receivable and recognized the sale of 532 on-hire containers that were subject
to the amended term lease agreement. The sales-type lease expires on March 31, 2006. At June
30, 2005, the minimum future lease rentals under this sales-type lease, net of unearned income
are:
 Gross Sales-Type
    
    Unearned Sales-
    
    Net Minimum FutureLease Receivable
    
    Type Lease Income
    
    Sales-Type Lease Rentals2005
    
    $
    38,401
    
    
    $
    1,262
    
    
    $
    37,1392006
    
    
    19,315
    
    
    
    193
    
    
    
    19,122Total
    
    $
    57,716
    
    
    $
    1,455
    
    
    $
    56,261
 (4)
    
    Net Lease RevenueNet lease revenue is determined by deducting direct operating expenses, base management
fees and reimbursed administrative expenses to CCC and its affiliates from the rental revenue
earned by the Leasing Company under operating leases to ocean carriers for the containers owned
by the Partnership. Net lease revenue for the three and six-month periods ended June 30, 2005
and 2004 were as follows:
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Rental revenue (note 5)
    
    $
    655,446
    
    
    $
    831,745
    
    
    $
    1,320,223
    
    
    $
    1,660,351Interest income from sales-type lease
    
    
    1,061
    
    
    
    
    
    
    
    2,421
    
    
    
    656,507
    
    
    
    831,745
    
    
    
    1,322,644
    
    
    
    1,660,351Less:Rental equipment operating expenses
    
    
    89,665
    
    
    
    157,450
    
    
    
    181,675
    
    
    
    407,010Base management fees
    
    
    45,914
    
    
    
    52,550
    
    
    
    92,822
    
    
    
    110,695Reimbursed administrative expensesSalaries
    
    
    29,794
    
    
    
    36,777
    
    
    
    60,399
    
    
    
    74,892Other payroll related expenses
    
    
    3,413
    
    
    
    4,172
    
    
    
    9,394
    
    
    
    7,563General and administrative expenses
    
    
    7,103
    
    
    
    11,685
    
    
    
    15,077
    
    
    
    23,350175,889
    
    
    
    262,634
    
    
    
    359,367
    
    
    
    623,510Net lease revenue
    
    $
    480,618
    
    
    $
    569,111
    
    
    $
    963,277
    
    
    $
    1,036,841
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IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (5)
    
    Operating SegmentAn operating segment is a component of an enterprise that engages in business activities from
which it may earn revenues and incur expenses, whose operating results are regularly reviewed
by the enterprises chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and about which separate financial
information is available. CCC and the Leasing Company operate the Partnerships container
fleet as a homogenous unit and have determined that as such it has a single reportable
operating segment.The Partnership derives its revenues from drycargo and refrigerated containers used by its
customers in global trade routes. As of June 30, 2005, the Partnership operated 4,452
twenty-foot, 2,354 forty-foot and 114 forty-foot high-cube marine dry cargo containers, as well
as 123 twenty-foot and 31 forty-foot marine refrigerated cargo containers. A summary of gross
lease revenue, by product, for the three and six-month periods ended June 30, 2005 and 2004
follows:
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Dry cargo containers
    
    $
    562,087
    
    
    $
    678,538
    
    
    $
    1,131,884
    
    
    $
    1,341,539Refrigerated containers
    
    
    94,420
    
    
    
    153,207
    
    
    
    190,760
    
    
    
    318,812Total
    
    $
    656,507
    
    
    $
    831,745
    
    
    $
    1,322,644
    
    
    $
    1,660,351
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Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Market Overview
      12




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Results of Operations
   
    
    Activity-related expenses including agent and depot costs such as repairs, maintenance
and handling.
    
    Inventory-related expenses for off-hire containers, comprising storage and
repositioning costs. These costs are sensitive to the quantity of off-hire containers as
well as the frequency at which containers are re-delivered.
    
    Legal and other expenses including legal costs related to the recovery of containers
and doubtful accounts, insurance and provisions for doubtful accounts.
 13




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Dry Cargo
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootContainers on lease:Master lease
    
    
    2,387
    
    
    
    1,171
    
    
    
    90
    
    
    
    87
    
    
    
    6Term leaseShort term
1
    
    
    672
    
    
    
    333
    
    
    
    9
    
    
    
    11
    
    
    
    25Long term
2
    
    
    809
    
    
    
    624
    
    
    
    12
    
    
    
    
    
    
    
    Sales-type lease
    
    
    439
    
    
    
    66
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    4,307
    
    
    
    2,194
    
    
    
    111
    
    
    
    98
    
    
    
    31Containers off lease
    
    
    145
    
    
    
    160
    
    
    
    3
    
    
    
    25
    
    
    
    Total container fleet
    
    
    4,452
    
    
    
    2,354
    
    
    
    114
    
    
    
    123
    
    
    
    31
 Dry Cargo
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootUnits
    
    %
    
    Units
    
    %
    
    Units
    
    %
    
    Units
    
    %
    
    Units
    
    %Total purchases
    
    
    9,743
    
    
    
    100
    %
    
    
    5,426
    
    
    
    100
    %
    
    
    213
    
    
    
    100
    %
    
    
    248
    
    
    
    100
    %
    
    
    309
    
    
    
    100
    %Less disposals
    
    
    5,291
    
    
    
    54
    %
    
    
    3,072
    
    
    
    57
    %
    
    
    99
    
    
    
    46
    %
    
    
    125
    
    
    
    50
    %
    
    
    278
    
    
    
    90
    %Remaining fleet at June 30, 2005
    
    
    4,452
    
    
    
    46
    %
    
    
    2,354
    
    
    
    43
    %
    
    
    114
    
    
    
    54
    %
    
    
    123
    
    
    
    50
    %
    
    
    31
    
    
    
    10
    %
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or that
may expire on or before June 30, 2006.2.
    
    Long term leases represent term leases, the majority of which will expire between July 2006
and December 2009.
 Three Months Ended June 30, 2005 Compared to the Three Months Ended June 30, 2004
 Net lease revenue
 Three Months EndedJune 30,
    
    June 30,2005
    
    2004Fleet size (measured in
Twenty-foot equivalent units (TEU))Dry cargo containers
    
    
    9,751
    
    
    
    12,298Refrigerated containers
    
    
    205
    
    
    
    469Average utilization ratesDry cargo containers
    
    
    96
    %
    
    
    90
    %Refrigerated containers
    
    
    86
    %
    
    
    76
    %
  Depreciation expense
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Other general and administrative expenses
 Net gain on disposal of equipment
 Six Months Ended June 30, 2005 Compared to the Six Months Ended June 30, 2004
 Net lease revenue
 Six Months EndedJune 30,
    
    June 30,2005
    
    2004Fleet size (measured in
Twenty-foot equivalent units (TEU))Dry cargo containers
    
    
    10,099
    
    
    
    12,537Refrigerated containers
    
    
    224
    
    
    
    482Average utilization ratesDry cargo containers
    
    
    96
    %
    
    
    87
    %Refrigerated containers
    
    
    85
    %
    
    
    77
    %
  Depreciation expense
 Other general and administrative expenses
 Net gain on disposal of equipment
 15




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##### Table of Contents



Liquidity and Capital Resources
    Cash
from Operating Activities:
 Cash
from Investing Activities:
 Cash
from Financing Activities:
 16




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##### Table of Contents



Critical Accounting Policies
  
    
    Container equipment  depreciable lives
    
    Container equipment  valuation
    
    Allowance for doubtful accounts
  Inflation
  
 Quantitative and Qualitative Disclosures About Market Risk
 Exchange rate risk:
 
 Controls and Procedures
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##### Table of Contents



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



SIGNATURES
  IEA INCOME FUND XII, L.P.By
    
    Cronos Capital Corp.The General PartnerBy
    
    /s/ Dennis J. TietzDennis J. TietzPresident and Director of Cronos Capital Corp. (CCC)Principal Executive Officer of CCCBy
    
    /s/ John KallasJohn KallasChief Financial Officer andDirector of Cronos Capital Corp. (CCC)Principal Financial and Accounting Officer of CCC
  19




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement, amended and
restated as of December 2, 1991
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **10
    
    Form of Leasing Agent Agreement with
Cronos Containers Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certification
    
    Filed with this document
****
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated December
2, 1991, included as part of Registration Statement on Form S-1 (No. 33-42697)**
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No.
33-42697)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-42697)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not deemed to be filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act.