UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[x]         Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





For
      the quarterly period ended
            March 31, 2009




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_
            000-50654





ICON Income Fund Ten,
LLC(Exact
      name of registrant as specified in its
charter)





Delaware
            35-2193184(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





100 Fifth Avenue, 4thFloor, New York, New York
            10011(Address
      of principal executive offices)
            (Zip
      code)





(212) 418-4700Registrant'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.
 [x]
Yes     [  ] No
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
 [
] Yes     [  ] No
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,’’
‘‘accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.
 
 Large
accelerated filer [  ]  Accelerated
filer [  ]  Non-accelerated filer
[x]  Smaller reporting
company[  ]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 [
] Yes     [x] No
 
 Number of
outstanding shares of limited liability company interests of the registrant on
April 30, 2009 is 148,231.













ICON Income Fund Ten, LLC
              Table
      of ContentsPagePART I - FINANCIAL INFORMATIONItem 1. Consolidated Financial
      StatementsConsolidated Balance Sheets
            1Consolidated Statements of
    Operations
            2Consolidated Statement of Changes in
    Equity
            3Consolidated Statements of Cash Flows
            4Notes to Consolidated Financial
    Statements
            6Item 2. Manager’s Discussion and Analysis of Financial
      Condition and Results of Operations
            24Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            33Item 4T. Controls and Procedures
            33PART II – OTHER INFORMATIONItem 1. Legal Proceedings
            
            34Item 1A. Risk Factors
            
            34Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            34Item 3. Defaults Upon Senior
Securities
            34Item 4. Submission of Matters to a Vote of Security
      Holders
            34Item 5. Other Information
            
            34Item 6. Exhibits
            
            35Signatures
            
            36













PART I – FINANCIAL INFORMATION





Item 1.  Consolidated Financial
Statements





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Consolidated
      Balance SheetsAssetsMarch
      31,2009
                    
                    
                    December
      31,(unaudited)
                    
                    
                    2008Current
      assets:Cash
      and cash equivalents
                    
                    $
                    3,065,252
                    
                    
                    $
                    3,784,794Current
      portion of net investment in finance lease
                    
                    
                    -
                    
                    
                    
                    725,220Equipment
      held for sale or lease, net
                    
                    
                    23,350
                    
                    
                    
                    98,350Restricted
      cash
                    
                    
                    177,563
                    
                    
                    
                    226,882Other
      receivables, net
                    
                    
                    782,373
                    
                    
                    
                    -Other
      current assets
                    
                    
                    358,986
                    
                    
                    
                    282,062Total
      current assets
                    
                    
                    4,407,524
                    
                    
                    
                    5,117,308Non-current
      assets:Net
      investment in finance lease, less current portion
                    
                    
                    -
                    
                    
                    
                    6,916,347Leased
      equipment at cost (less accumulated depreciation of$49,296,070
      and $47,649,844, respectively)
                    
                    
                    43,948,357
                    
                    
                    
                    45,553,277Fixed
      assets (less accumulated depreciation of $314,892)
                    
                    
                    6,514,854
                    
                    
                    
                    -Investments
      in joint ventures
                    
                    
                    29,880,600
                    
                    
                    
                    30,591,890Investments
      in unguaranteed residual values
                    
                    
                    477,014
                    
                    
                    
                    754,090Intangibles
                    
                    
                    1,080,191
                    
                    
                    
                    -Other
      non-current assets, net
                    
                    
                    56,976
                    
                    
                    
                    66,285Total
      non-current assets
                    
                    
                    81,957,992
                    
                    
                    
                    83,881,889Total
      Assets
                    
                    $
                    86,365,516
                    
                    
                    $
                    88,999,197Liabilities
      and EquityCurrent
      liabilities:Current
      portion of non-recourse long-term debt
                    
                    $
                    4,230,400
                    
                    
                    $
                    7,076,252Interest
      rate swap contracts
                    
                    
                    41,390
                    
                    
                    
                    88,214Deferred
      revenue
                    
                    
                    61,712
                    
                    
                    
                    48,699Due
      to Manager and affiliates
                    
                    
                    939,519
                    
                    
                    
                    1,048,301Accrued
      expenses and other current liabilities
                    
                    
                    2,547,880
                    
                    
                    
                    256,595Total
      Liabilities
                    
                    
                    7,820,901
                    
                    
                    
                    8,518,061Commitments
      and contingencies (Note 13)Equity:Members'
      Equity:Manager
                    
                    
                    (501,188
                    )
                    
                    
                    (484,924
                    )Additional
      Members
                    
                    
                    80,327,779
                    
                    
                    
                    81,937,867Accumulated
      other comprehensive loss
                    
                    
                    (3,266,854
                    )
                    
                    
                    (3,145,791
                    )Total
      Members' Equity
                    
                    
                    76,559,737
                    
                    
                    
                    78,307,152Noncontrolling
      Interests
                    
                    
                    1,984,878
                    
                    
                    
                    2,173,984Total
      Equity
                    
                    
                    78,544,615
                    
                    
                    
                    80,481,136Total
      Liabilities and Equity
                    
                    $
                    86,365,516
                    
                    
                    $
                    88,999,197








1





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statements of Operations(unaudited)Three Months Ended March
31,2009
                
                
                2008Revenue:Rental
      income
                
                $
                3,821,830
                
                
                $
                6,609,415Finance
      income
                
                
                -
                
                
                
                675,724Income
      from investments in joint ventures
                
                
                1,006,581
                
                
                
                680,402Net
      gain on sales of equipment and unguaranteed residual
values
                
                
                128,543
                
                
                
                6,807,518Interest
      and other income
                
                
                976,867
                
                
                
                99,682Total
      revenue
                
                
                5,933,821
                
                
                
                14,872,741Expenses:Management
      fees - Manager
                
                
                348,650
                
                
                
                533,587Administrative
      expense reimbursements - Manager
                
                
                290,789
                
                
                
                353,558General
      and administrative
                
                
                1,469,476
                
                
                
                415,429Interest
                
                
                178,393
                
                
                
                544,500Depreciation
      and amortization
                
                
                1,971,474
                
                
                
                5,452,457Total
      expenses
                
                
                4,258,782
                
                
                
                7,299,531Net
      income
                
                
                1,675,039
                
                
                
                7,573,210Less:
      Net income attributable to noncontrolling interests
                
                
                82,224
                
                
                
                94,470Net
      income attributable to Fund Ten
                
                $
                1,592,815
                
                
                $
                7,478,740Net
      income attributable to Fund Ten allocable to:Additional
      Members
                
                $
                1,576,887
                
                
                $
                7,403,953Manager
                
                
                15,928
                
                
                
                74,787$
                1,592,815
                
                
                $
                7,478,740Weighted
      average number of additionalshares
      of limited liability company interests outstanding
                
                
                148,231
                
                
                
                148,336Net
      income attributable to Fund Ten per weightedaverage
      additional share of limited liability company interests
                
                $
                10.64
                
                
                $
                49.91









2





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statement of Changes in EquityMembers' EquityAdditional
      Shares
                        
                        
                        
                        
                        
                        
                        
                        
                        AccumulatedOther
                        
                        
                        Totalof
      Limited LiabilityCompany Interests
                        
                        
                        AdditionalMembers
                        
                        
                        Manager
                        
                        
                        ComprehensiveLoss
                        
                        
                        Members'Equity
                        
                        
                        NoncontrollingInterests
                        
                        
                        TotalEquityBalance, December 31,
      2008
                        
                        
                        148,231
                        
                        
                        $
                        81,937,867
                        
                        
                        $
                        (484,924
                        )
                        
                        $
                        (3,145,791
                        )
                        
                        $
                        78,307,152
                        
                        
                        $
                        2,173,984
                        
                        
                        $
                        80,481,136Net
      income
                        
                        
                        
                        
                        
                        
                        1,576,887
                        
                        
                        
                        15,928
                        
                        
                        
                        
                        
                        
                        
                        1,592,815
                        
                        
                        
                        82,224
                        
                        
                        
                        1,675,039Change
      in valuation of interestrate
      swap contracts
                        
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        8,863
                        
                        
                        
                        8,863
                        
                        
                        
                        -
                        
                        
                        
                        8,863Currency
      translation adjustments
                        
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (129,926
                        )
                        
                        
                        (129,926
                        )
                        
                        
                        -
                        
                        
                        
                        (129,926
                        )Comprehensive
      income
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,471,752
                        
                        
                        
                        
                        
                        
                        
                        1,553,976Additional
      member shares redeemed
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Cash
      distributions to members and noncontrolling interests
                        
                        
                        
                        
                        
                        
                        (3,186,975
                        )
                        
                        
                        (32,192
                        )
                        
                        
                        -
                        
                        
                        
                        (3,219,167
                        )
                        
                        
                        (271,330
                        )
                        
                        
                        (3,490,497
                        )Balance,
      March 31, 2009 (unaudited)
                        
                        
                        148,231
                        
                        
                        $
                        80,327,779
                        
                        
                        $
                        (501,188
                        )
                        
                        $
                        (3,266,854
                        )
                        
                        $
                        76,559,737
                        
                        
                        $
                        1,984,878
                        
                        
                        $
                        78,544,615









3







ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statements of Cash Flows(unaudited)Three Months Ended March
31,2009
                    
                    
                    2008Cash
      flows from operating activities:Net
      income
                    
                    $
                    1,675,039
                    
                    
                    $
                    7,573,210Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Rental
      income paid directly to lenders by lessees
                    
                    
                    (2,196,878
                    )
                    
                    
                    (4,392,725
                    )Finance
      income
                    
                    
                    -
                    
                    
                    
                    (675,724
                    )Income
      from investments in joint ventures
                    
                    
                    (1,006,581
                    )
                    
                    
                    (680,402
                    )Net
      gain on sales of equipment and unguaranteed residual
values
                    
                    
                    (128,543
                    )
                    
                    
                    (6,807,518
                    )Depreciation
      and amortization
                    
                    
                    1,971,474
                    
                    
                    
                    5,452,457Interest
      expense on non-recourse financing paid directlyto
      lenders by lessees
                    
                    
                    116,114
                    
                    
                    
                    464,101Changes
      in operating assets and liabilities:Collection
      of finance leases
                    
                    
                    695,943
                    
                    
                    
                    1,021,719Restricted
      cash
                    
                    
                    49,319
                    
                    
                    
                    18,566Intangibles
                    
                    
                    (1,080,191
                    )
                    
                    
                    -Other
      assets, net
                    
                    
                    (654,793
                    )
                    
                    
                    (111,073
                    )Deferred
      revenue
                    
                    
                    13,013
                    
                    
                    
                    (20,587
                    )Due
      to/from Manager and affiliates, net
                    
                    
                    (108,782
                    )
                    
                    
                    72,086Accrued
      expenses and other current liabilities
                    
                    
                    2,278,986
                    
                    
                    
                    145,235Distributions
      from joint ventures
                    
                    
                    1,006,581
                    
                    
                    
                    298,881Net
      cash provided by operating activities
                    
                    
                    2,630,701
                    
                    
                    
                    2,358,226Cash
      flows from investing activities:Proceeds
      from sales of equipment and unguaranteed residual values
                    
                    
                    228,815
                    
                    
                    
                    17,190,436Investment
      in financing facility
                    
                    
                    -
                    
                    
                    
                    (164,822
                    )Distributions
      received from joint ventures, in excess of profits
                    
                    
                    645,537
                    
                    
                    
                    729,503Net
      cash provided by investing activities
                    
                    
                    874,352
                    
                    
                    
                    17,755,117Cash
      flows from financing activities:Repayment
      of revolving line of credit
                    
                    
                    -
                    
                    
                    
                    (2,000,000
                    )Repayments
      of non-recourse long-term debt
                    
                    
                    (731,700
                    )
                    
                    
                    -Cash
      distributions to members
                    
                    
                    (3,219,167
                    )
                    
                    
                    (3,222,384
                    )Additional
      member shares redeemed
                    
                    
                    -
                    
                    
                    
                    (83,697
                    )Distributions
      to noncontrolling interests
                    
                    
                    (271,330
                    )
                    
                    
                    (214,561
                    )Net
      cash used in financing activities
                    
                    
                    (4,222,197
                    )
                    
                    
                    (5,520,642
                    )Effects
      of exchange rates on cash and cash equivalents
                    
                    
                    (2,398
                    )
                    
                    
                    -Net
      (decrease) increase in cash and cash equivalents
                    
                    
                    (719,542
                    )
                    
                    
                    14,592,701Cash
      and cash equivalents, beginning of the period
                    
                    
                    3,784,794
                    
                    
                    
                    4,448,826Cash
      and cash equivalents, end of the period
                    
                    $
                    3,065,252
                    
                    
                    $
                    19,041,527










4





ICON
      Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statements of Cash Flows(unaudited)Three Months Ended March
31,2009
                
                
                2008Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest paid on non-recourse long-term debtdirectly
      to lenders by lessees
                
                $
                2,196,878
                
                
                $
                4,392,725Transfer
      from net investment in finance lease to fixed assets
                
                $
                6,829,746
                
                
                $
                -Transfer
      of non-recourse long-term debt in connection withsale
      of subsidiary
                
                $
                -
                
                
                $
                10,906,321









5
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)




(1)
            Organization





ICON
Income Fund Ten, LLC (the “LLC”) was formed on January 2, 2003 as a Delaware
limited liability company.  The LLC is engaged in one business
segment, the business of purchasing equipment and leasing or servicing it to
third parties, providing equipment and other financing, acquiring equipment
subject to lease and, to a lesser degree, acquiring ownership rights to items of
leased equipment at lease expiration.  The LLC will continue until
December 31, 2023, unless terminated sooner.





The LLC’s
principal investment objective is to obtain the maximum economic return from its
investments for the benefit of its members.  To achieve this
objective, the LLC: (i) acquires a diversified portfolio by making investments
in leases and other financing transactions; (ii) makes monthly cash
distributions, at the Manager’s discretion, to its members commencing with each
member’s admission to the LLC, continuing until the end of the operating period;
(iii) reinvests substantially all undistributed cash from operations and cash
from sales of equipment and other financing transactions during the operating
period; and (iv) will dispose of its investments and distribute the excess cash
from such dispositions to its members beginning with the commencement of the
liquidation period.





The
manager of the LLC is ICON Capital Corp. (the “Manager”), a Delaware
corporation.  The Manager manages and controls the business affairs of
the LLC, including, but not limited to, the equipment leases and other financing
transactions that the LLC enters into pursuant to the terms of the LLC’s amended
and restated operating agreement (the “LLC Agreement”).  Additionally,
the Manager has a 1% interest in the profits, losses, cash distributions and
liquidation proceeds of the LLC.





The
initial capitalization of the LLC was $1,000 contributed by the
Manager.  The LLC offered shares of limited liability company
interests (“Shares”) with the intention of raising up to $150,000,000 of
capital from additional members. The LLC commenced business operations on
its initial closing date, August 22, 2003, with the admission of investors
holding 5,066 Shares, representing $5,065,736 of capital
contributions.  Between August 23, 2003 and April 5, 2005, the final
closing date, the LLC admitted investors holding 144,928 Shares
representing $144,928,766 of capital contributions, bringing the total Shares to
149,994 representing $149,994,502 of capital contributions.  In
addition, pursuant to the terms of the LLC’s offering, the LLC established a
reserve in the amount of 1.0% of the gross offering proceeds, or
$1,449,945.  For the three months ended March 31, 2009, the LLC
did not redeem any Shares, leaving 148,231 Shares outstanding as of
such date.





Members’
capital accounts are increased for their initial capital contribution plus their
proportionate share of earnings and decreased by their proportionate share of
losses and distributions. Profits, losses, cash distributions and liquidation
proceeds are allocated 99% to the additional members and 1% to the Manager until
each additional member has (a) received cash distributions and liquidation
proceeds sufficient to reduce their adjusted capital account to zero and (b)
received, in addition, other distributions and allocations that would provide an
8% per year cumulative return on their outstanding adjusted capital
account.  After such time, distributions will be allocated 90% to the
additional members and 10% to the Manager.







6
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (2)
              Summary
      of Significant Accounting
Policies





Basis of
Presentation and Consolidation


The
accompanying consolidated financial statements of the LLC have been prepared in
accordance with U.S. generally accepted accounting principles (“US GAAP”) for
the interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission for Quarterly Reports on Form
10-Q.  In the opinion of the Manager, all adjustments considered
necessary for a fair presentation have been included.  These
consolidated financial statements should be read together with the consolidated
financial statements and notes included in the LLC’s Annual Report on Form 10-K
for the year ended December 31, 2008.  The results for the interim
period are not necessarily indicative of the results for the full
year.





The
consolidated financial statements include the accounts of the LLC and its
majority-owned subsidiaries and other controlled entities.  All
intercompany accounts and transactions have been eliminated in
consolidation.





The LLC
accounts for its interests in joint ventures where the LLC has influence over
financial and operational matters, generally 50% or less ownership interest,
under the equity method of accounting.  In such cases, the LLC’s
original investments are recorded at cost and adjusted for its share of
earnings, losses and distributions.  The LLC accounts for investments
in joint ventures where the LLC has virtually no influence over financial and
operational matters using the cost method of accounting.  In such cases,
the LLC’s original investments are recorded at cost and any distributions
received are recorded as revenue. All of the LLC’s investments in joint
ventures are subject to its impairment review policy.





In joint
ventures where the LLC has majority ownership, the financial condition and
results of operations of the joint venture are consolidated. 
Noncontrolling interest represents the minority owner’s proportionate share of
its equity in the joint venture.  The noncontrolling interest is
adjusted for its share of the earnings, losses, investments and distributions of
the joint venture.





Effective
January 1, 2009, the LLC adopted and, for presentation and disclosure purposes,
retrospectively applied Statement of Financial Accounting Standards (“SFAS”)
No. 160, “Noncontrolling Interests in Consolidated Financial Statements –
an amendment of ARB No. 51” (“SFAS No. 160”).  As a
result, noncontrolling interests are reported as a separate component of
consolidated equity and income (loss) attributable to the noncontrolling
interest is included in consolidated net income (loss).  The
attribution of income (loss) between controlling and noncontrolling interests is
disclosed on the accompanying consolidated statements of operations.
Accordingly, the prior year consolidated financial statements have been revised
to conform to the current year presentation.







7
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (2)
              Summary
      of Significant Accounting Policies -
continued


Risks and
Uncertainties





In the
normal course of business, the LLC is exposed to two significant types of
economic risk: credit and market.   Credit risk is the risk of a
lessee, borrower or other counterparty’s inability or unwillingness to make
contractually required payments.  Concentrations of credit risk with
respect to lessees, borrowers or other counterparties are dispersed across
different industry segments within the United States of America and throughout
the world.  Although the LLC does not currently foresee a concentrated
credit risk associated with these customers, contractual payments are dependent
upon the financial stability of the industry segments in which they
operate.





Market
risk reflects the change in the value of debt instruments, derivatives and
credit facilities due to changes in interest rate spreads or other market
factors.  The LLC believes that the carrying value of its investments and
derivative obligations are reasonable, taking into consideration these risks,
along with estimated collateral values, payment history and other relevant
information.





Asset
Impairments





The
significant assets in the LLC’s portfolio are periodically reviewed, no
less frequently than annually or when indicators of impairment exist, to
determine whether events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable.  An impairment loss will be
recognized only if the carrying value of a long-lived asset is not recoverable
and exceeds its fair market value. If there is an indication of impairment,
the LLC will estimate the future cash flows (undiscounted and without interest
charges) expected from the use of the asset and its eventual disposition.
 Future cash flows are the future cash inflows expected to be generated by
an asset less the future outflows expected to be necessary to obtain those
inflows.  If an impairment is determined to exist, the impairment loss will
be measured as the amount by which the carrying value of a long-lived asset
exceeds its fair value and recorded in the consolidated statements of operations
in the period the determination is made.





The
events or changes in circumstances that generally indicate that an asset may be
impaired are (i) the estimated fair value of the underlying equipment is less
than its carrying value or (ii) the lessee is experiencing financial
difficulties and it does not appear likely that the estimated proceeds from the
disposition of the asset will be sufficient to satisfy the residual position in
the asset and, if applicable, the remaining obligation to the non-recourse
lender.  Generally in the latter situation, the residual position relates
to equipment subject to third-party non-recourse debt where the lessee
remits its rental payments directly to the lender and the LLC does not recover
its residual position until the non-recourse debt is repaid in full. The
preparation of the undiscounted cash flows requires the use of assumptions and
estimates, including the level of future rents, the residual value expected to
be realized upon disposition of the asset, estimated downtime between re-leasing
events and the amount of re-leasing costs.  The Manager’s review for
impairment includes a consideration of the existence of impairment indicators
including third-party appraisals, published values for similar assets, recent
transactions for similar assets, adverse changes in market conditions for
specific asset types and the occurrence of significant adverse changes in
general industry and market conditions that could affect the fair value of the
asset.







8
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (2)
              Summary
      of Significant Accounting Policies -
continued


Revenue
Recognition





The LLC
primarily leases equipment to third parties and each such lease is classified as
either a finance lease or an operating lease, which is determined based upon the
terms of each lease.  For a finance lease, initial direct costs are
capitalized and amortized over the term of the related lease.  For an
operating lease, initial direct costs are included as a component of the cost of
the equipment and depreciated.





For
finance leases, the LLC records, at lease inception, the total minimum lease
payments receivable from the lessee, the estimated unguaranteed residual value
of the equipment at lease termination, the initial direct costs related to the
lease and the related unearned income.  Unearned income represents the
difference between the sum of the minimum lease payments receivable, plus the
estimated unguaranteed residual value, minus the cost of the leased
equipment.  Unearned income is recognized as finance income over the
term of the lease using the effective interest rate method.





For
operating leases, rental income is recognized on a straight-line basis over the
lease term.   Billed operating lease receivables are included in
accounts receivable until collected.  Accounts receivable are stated
at their estimated net realizable value.  Deferred revenue is the
difference between the timing of the receivables billed and the income
recognized on a straight-line basis.





For notes
receivable, the LLC uses the interest method to recognize interest income, which
produces a constant periodic rate of return on the investment, when
earned.





Goodwill
and Intangible Assets




Business
combinations are accounted for under the purchase method of
accounting.  Goodwill resulting from a business combination represents
the difference between the cost of an acquisition and the LLC’s interest in the
net fair value of the identifiable assets, liabilities and contingent
liabilities of the entity recognized at the date of
acquisition.  Intangible assets generally represent customer and
technology relationships and intellectual property.




In
accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No.
142”), the LLC tests goodwill and intangible assets for impairment on an annual
basis, or more frequently if events or circumstances indicate that it might be
impaired.  An impairment loss will be recognized to the extent that
the carrying amount exceeds the fair value of the asset.




Goodwill
is initially recorded as an asset at cost and is subsequently measured at cost
less accumulated impairment losses.  Intangible assets are depreciated
on a straight-line basis over the estimated useful lives and stated at cost less
accumulated amortization and impairment losses.




Comprehensive
Income (Loss)





Comprehensive
income (loss) is reported in the accompanying consolidated statement of changes
in equity and accumulated other comprehensive income (loss) and consists of net
income (loss) and other gains and losses affecting equity that are excluded from
net income (loss).





9
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (2)
              Summary
      of Significant Accounting Policies -
continued


Income
Taxes





The LLC
is taxed as a partnership for federal and State income tax
purposes.  No provision for income taxes has been recorded since the
liability for such taxes is that of each of the members rather than the
LLC.  The LLC's income tax returns are subject to examination by the
federal and State taxing authorities, and changes, if any, could adjust the
individual income tax of the members.





Some of
the LLC’s wholly-owned foreign subsidiaries are taxed as corporations in their
local tax jurisdictions.  For these entities, the LLC uses the
liability method of accounting for income taxes as required by SFAS No. 109,
“Accounting for Income Taxes.”  Under this method, deferred tax assets
and liabilities are determined based on differences between financial reporting
and tax basis of assets and liabilities.  Deferred tax assets and
liabilities are measured using enacted tax rates and laws that will be in effect
when the differences are expected to reverse.  Valuation allowances
are established when it is determined that it is more likely than not that the
deferred tax assets will not be realized.





In
accordance with the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109” (“FIN 48”), the LLC records a
liability for unrecognized tax benefits resulting from uncertain tax positions
taken or expected to be taken in a tax return.  The LLC recognizes
interest and penalties, if any, related to unrecognized tax benefit in income
tax expense.  The provisions of FIN 48 did not have any impact on the
LLC’s consolidated financial statements for the periods presented.





Use of
Estimates





The
preparation of financial statements in conformity with US GAAP requires the
Manager to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities as
of the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period.  Significant
estimates primarily include the determination of allowance for doubtful
accounts, depreciation and amortization, impairment losses, estimated useful
lives and residual values.  Actual results could differ from those
estimates.





Foreign
Currency Translation





Assets
and liabilities having non-U.S. dollar functional currencies are translated at
month-end exchange rates.  Contributed capital accounts are translated at
the historical rate of exchange when the capital was contributed or distributed.
 Revenues, expenses and cash flow items are translated at weighted average
exchange rates for the period. Resulting translation adjustments are recorded as
a separate component of accumulated other comprehensive loss.





Reclassifications





Certain
reclassifications have been made to the accompanying consolidated financial
statements in prior periods to conform to the current presentation.







10
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (2)
              Summary
      of Significant Accounting Policies -
continued


Recent
Accounting Pronouncements





In
September 2006, the FASB issued SFAS No. 157, “Accounting for Fair Value
Measurements” (“SFAS No. 157”).  SFAS No. 157 defines fair value,
establishes a framework for measuring fair value, and enhances fair value
measurement disclosure and is effective for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years.  In
February 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-2,
“Effective Date of FASB Statement No. 157” (“FSP 157-2”).  FSP
157-2 delayed the effective date of SFAS No. 157 for all non-financial
assets and non-financial liabilities, except for items that are recognized
or disclosed at fair value in the financial statements on a recurring basis (at
least annually), for fiscal years beginning after November 15,
2008.  The measurement and disclosure requirements related to
financial assets and financial liabilities were adopted by the LLC on January 1,
2008.  The LLC adopted FSP 157-2 on January 1, 2009.  The
adoption of SFAS No. 157 and FSP 157-2 for financial and non-financial assets
and financial and non-financial liabilities did not have a significant impact on
the LLC’s consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (“SFAS No. 141(R)”).  Under SFAS No. 141(R), an entity
is required to recognize the assets acquired, liabilities assumed, contractual
contingencies, and contingent consideration at their fair value on the
acquisition date.  It further requires that acquisition-related costs
be recognized separately from the acquisition and expensed as incurred; that
restructuring costs generally be expensed in periods subsequent to the
acquisition date; and that changes in accounting for deferred tax asset
valuation allowances and acquired income tax uncertainties after the measurement
period be recognized as a component of the provision for taxes.  In
addition, acquired in-process research and development is capitalized as an
intangible asset and amortized over its estimated useful life.  The
adoption of SFAS No. 141(R) changed the LLC’s accounting treatment for business
combinations on a prospective basis beginning January 1, 2009.





On March
19, 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities — an amendment of SFAS No. 133” (“SFAS No.
161”).  SFAS No. 161 enhances required disclosures regarding
derivatives and hedging activities, including enhanced disclosures regarding
how: (a) an entity uses derivative instruments; (b) derivative instruments and
related hedged items are accounted for under SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities”; and (c) derivative instruments
and related hedged items affect an entity’s financial position, financial
performance, and cash flows.  SFAS No. 161 is effective for fiscal
years and interim periods beginning after November 15, 2008 and, therefore, the
LLC was required to provide such disclosures beginning with the interim period
ended March 31, 2009.





In April
2009, the FASB issued FSP No. 157-4, “Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability have Significantly Decreased and
Identifying Transactions that are Not Orderly” (“FSP 157-4”).  FSP
157-4 provides additional guidance for estimating fair value in accordance with
SFAS No. 157 when the volume and level of activity for the asset or liability
have significantly decreased.  Additionally, FSP 157-4 provides
guidance on identifying circumstances that indicate a transaction is not
orderly.  The FASB expanded the scope of FSP 157-4 to all assets and
liabilities measured at fair value.  FSP 157-4 is effective for
interim and annual reporting periods ending after June 15, 2009, and shall be
applied prospectively.  The Manager is currently evaluating the impact
of FSP 157-4 on the LLC’s consolidated financial statements.





11
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)


(2)
            Summary
      of Significant Accounting Policies -
continued





In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(“APB”) 28-1, “Interim Disclosure about Fair Value of Financial Instruments”
(“FSP 107-1/APB 28-1”).  FSP 107-1/APB 28-1 requires interim
disclosures regarding the fair values of financial instruments that are within
the scope of FAS No. 107, “Disclosures about the Fair Value of Financial
Instruments”. Additionally, FSP 107-1/APB 28-1 requires disclosure of the
methods and significant assumptions used to estimate the fair value of financial
instruments on an interim basis as well as changes of the methods and
significant assumptions from prior periods.  FSP 107-1/APB 28-1 does
not change the accounting treatment for these financial instruments and is
effective for interim and annual reporting ending after June 15,
2009.





(3)
            Net
      Investment in Finance Lease





Net
investment in finance lease consisted of the following:





March
      31,2009
                
                
                December
      31,(unaudited)
                
                
                2008Minimum
      rents receivable, net
                
                $
                -
                
                
                $
                10,650,349Estimated
      residual values
                
                
                -
                
                
                
                1,596,832Initial
      direct costs, net
                
                
                -
                
                
                
                72,269Unearned
      income
                
                
                -
                
                
                
                (4,677,883
                )Net
      investment in finance lease
                
                
                -
                
                
                
                7,641,567Less:
      Current portion of net investment in finance lease
                
                
                -
                
                
                
                725,220Net
      investment in finance lease, less current portion
                
                $
                -
                
                
                $
                6,916,347





On June 30, 2005, the LLC, through its
wholly-owned subsidiary, ICON Premier, LLC (“ICON Premier”), executed a sales
and purchase agreement, a master lease agreement and related documents
(collectively, the “Lease”) with Premier Telecom Contracts Limited (“Premier
Telecom”), a licensee providing bedside entertainment services to hospitals in
the U.K., in connection with the purchase of approximately 5,000 bedside
entertainment and communication terminals installed in several National Health
Service hospitals in the United Kingdom.  The base term of the Lease, which
commenced on January 1, 2006, was for a period of 84 months.  ICON
Premier purchased approximately $13,944,600 (£8,091,000) of bedside
entertainment and communication terminals, inclusive of initial direct costs, on
lease to Premier Telecom.  In January 2009, ICON Premier reached an
agreement with the equity holders of Pretel Group Limited (“Pretel”), the
ultimate parent company of Premier Telecom, in which ICON Premier acquired a 51%
ownership interest in Pretel in consideration of restructuring the lease
financing between ICON Premier and Premier Telecom.  As a result of
the aforementioned agreement, ICON Premier reclassified its investment from a
finance lease to a fixed asset on a consolidated basis.  See Note 5
for further discussion.







12
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)


(4)
            Leased
      Equipment at Cost





Leased
equipment at cost consisted of the following:





March
      31,2009
                
                
                December
      31,(unaudited)
                
                
                2008Marine
      vessels
                
                $
                70,987,238
                
                
                $
                70,987,238Telecommunications
      equipment
                
                
                13,884,669
                
                
                
                13,884,669Manufacturing
      equipment
                
                
                8,278,522
                
                
                
                8,278,522Information
      technology equipment
                
                
                93,998
                
                
                
                52,69293,244,427
                
                
                
                93,203,121Less:
      Accumulated depreciation
                
                
                (49,296,070
                )
                
                
                (47,649,844
                )$
                43,948,357
                
                
                $
                45,553,277





Depreciation
expense was $1,655,933 and $5,436,876 for the three months ended March 31, 2009
and 2008, respectively.





Marine
Vessels





On
January 13, 2005, the LLC, through its wholly-owned subsidiary, ICON
Containership III, LLC (“ICON Containership III”), acquired a container vessel,
the M/V ZIM Italia (the “ZIM Italia”), from ZIM Integrated Shipping Services
Ltd. (“ZIM Integrated”) and simultaneously entered into a bareboat charter
with ZIM Integrated for the ZIM Italia.  The charter was for a period
of 60 months with a charterer option for two 12-month extension
periods.  The purchase price for the ZIM Italia was approximately
$35,350,000, including approximately $26,150,000 of non-recourse
debt.  On March 31, 2008, the LLC sold its rights, title and interest
in ICON Containership III to an unrelated third party for net proceeds of
approximately $16,930,000, which was comprised of (i) a cash payment of
approximately $27,500,000, (ii) cash value of restricted cash held by the lender
of approximately $336,000, offset by (iii) the transfer of approximately
$10,906,000 of non-recourse debt secured by an interest in the ZIM
Italia.  The LLC’s obligations under the loan agreement were satisfied
with the transfer of the non-recourse debt.  The LLC realized a gain
on the sale of approximately $6,741,000.





Digital
Mini-Labs





During
December 2004, the LLC acquired 101 Noritsu QSS 3011 digital mini-labs subject
to leases with Rite Aid Corporation (“Rite Aid”).  The leases expired
at various times from November 2007 to September 2008.  During 2008,
Rite Aid returned all of the digital mini-labs it previously had on
lease.  As of March 31, 2009, the Manager has sold all but one of
the digital mini-labs with a net book value of $804,000 for approximately
$764,000 and the LLC has recognized a net loss on the sale of equipment of
approximately $40,000.  At March 31, 2009, the net book value of the
remaining equipment of $23,350 represents equipment held for sale or lease,
net.







13
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)


(5)
            Business
      Acquisition





On
January 30, 2009, ICON Premier completed the acquisition of 51% of the
outstanding stock of Pretel for $1 and the assumption of net liabilities of
approximately $1,080,000 in consideration for restructuring its pre-existing
lease transaction with Pretel.





The
acquisition was accounted for as a business combination, and the results of
operations for this acquisition have been included in the consolidated financial
statements of the LLC from the date of acquisition.  Had the
acquisition occurred as of January 1, 2009, the impact on the LLC’s consolidated
results would have been immaterial.  The purpose of this acquisition
was to protect the LLC’s interest in a direct finance lease in connection with a
first priority security interest in the Lease.  Accordingly, the LLC
became the majority shareholder of Pretel until such time that such amounts due
to the LLC under the Lease will be paid in full.  At such time, the
control of the business will revert back to the original
shareholders.





The
purchase price was allocated based upon the fair values of the assets and
liabilities acquired.  The preliminary purchase price allocation is
subject to adjustment for changes in additional information, including final
asset valuations.  ICON Premier has an outstanding obligation to the
minority shareholder that is not material to the preliminary purchase price
allocation. The preliminary allocation of the purchase price to the fair value
of the assets acquired and liabilities assumed at the date of acquisition was as
follows:





AmountCurrent
      assets:Cash
                
                $
                112,492Other
      receivables, net
                
                
                715,551Other
      current assets
                
                
                122,309Non-current
      assets:Fixed
      assets
                
                
                99,463Intangibles
                
                
                1,080,191Total
      assets acquired
                
                
                2,130,006Current
      liabilities:Accrued
      expenses and other current liabilities
                
                
                2,130,005Total
      liabilities assumed
                
                
                2,130,005Total
      purchase price
                
                $
                1





14
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (6)
              Investments
      in Joint Ventures


ICON
Global Crossing, LLC





On
November 17, 2005, the LLC, along with ICON Leasing Fund Eleven, LLC (“Fund
Eleven”) and ICON Income Fund Eight A L.P. (“Fund Eight A”), entities also
managed by the Manager, formed ICON Global Crossing, LLC (“ICON Global
Crossing”), with original ownership interests of 44%, 44% and 12%, respectively,
to purchase telecommunications equipment.  On March 31, 2006, Fund
Eleven made an additional capital contribution of approximately $7,734,000 to
ICON Global Crossing, which changed the ownership interests for the LLC, Fund
Eleven and Fund Eight A to 30.62%, 61.39% and 7.99%,
respectively.  The total capital contributions made to ICON Global
Crossing were approximately $25,131,000, of which the LLC’s share was
approximately $7,695,000.  During February and April 2006, ICON Global
Crossing purchased telecommunications equipment that is subject to a lease with
Global Crossing.  The purchase price, inclusive of initial direct
costs, was approximately $25,278,000.  The equipment is subject to a
48-month lease that commenced on April 1, 2006.





Information
as to the financial position and results of operations of ICON Global Crossing
is summarized below:





Three
      Months Ended March 31,(unaudited)2009
                
                
                2008Revenue
                
                $
                1,846,437
                
                
                $
                1,846,437Net
      income
                
                $
                683,025
                
                
                $
                689,144LLC's
      share of net income
                
                $
                209,142
                
                
                $
                211,016





ICON
Mayon, LLC





On June
26, 2007, the LLC and ICON Leasing Fund Twelve, LLC (“Fund Twelve”), an entity
also managed by the Manager, formed ICON Mayon, LLC (“ICON Mayon”), with
ownership interests of 49% and 51%, respectively.  On July 24, 2007,
ICON Mayon purchased a 98,507 DWT Aframax product tanker, the Mayon Spirit, from
an affiliate of Teekay Corporation (“Teekay”).  The purchase price for
the Mayon Spirit was approximately $40,250,000, with approximately $15,312,000
funded in the form of a capital contribution to ICON Mayon and borrowings of
approximately $24,938,000 of non-recourse debt borrowed from Fortis Capital
Corp.  Simultaneously with the closing of the purchase of the Mayon
Spirit, the Mayon Spirit was bareboat chartered back to Teekay for a term of 48
months.  The charter commenced on July 24, 2007.  The total
capital contributions made to ICON Mayon were approximately $16,020,000, of
which the LLC’s share was approximately $7,548,000.







15
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (6)
              Investments
      in Joint Ventures - continued


Information
as to the financial position and results of operations of ICON Mayon is
summarized below:





Three
      Months Ended March 31,(unaudited)2009
                
                
                2008Revenue
                
                $
                1,551,702
                
                
                $
                1,551,702Net
      income
                
                $
                552,852
                
                
                $
                593,767LLC's
      share of net income
                
                $
                289,656
                
                
                $
                309,705




ICON
Northern Leasing, LLC
  On November 25, 2008, ICON Northern
Leasing, LLC ("ICON Northern Leasing"), a joint venture among the LLC, Fund
Eleven and Fund Twelve, purchased four promissory notes (the “Notes”) and
received an assignment of the underlying Master Loan and Security Agreement (the
"MLSA"), dated July 28, 2006.  The LLC, Fund Eleven and Fund Twelve
have ownership interests of 12.25%, 35%, and 52.75%,
respectively.  The aggregate purchase price for the Notes was
approximately $31,573,000, net of a discount of approximately
$5,165,000.  The Notes are secured by an underlying pool of leases for
credit card machines and Northern Leasing Systems, Inc., the originator and
servicer of the Notes, provided a limited guaranty of the MLSA for payment
deficiencies up to approximately $5,748,000.  The Notes accrue
interest at rates ranging from 7.97% to 8.40% per year and require monthly
payments ranging from approximately $183,000 to $422,000.  The Notes
mature between October 15, 2010 and August 14, 2011 and require balloon payments
at the end of each note ranging from approximately $594,000 to
$1,255,000.  The LLC’s share of the purchase price of the Notes was
approximately $3,868,000 and the LLC paid an acquisition fee to the Manager of
approximately $36,000 relating to this transaction.
  ICON
Carina Holdings, LLC





On
December 3, 2008, ICON Eagle Carina Pte. Ltd., a Singapore corporation
wholly-owned by ICON Eagle Carina Holdings, LLC (“ICON Carina Holdings”), a
Marshall Islands limited liability company owned 35.7% by the LLC and 64.3% by
Fund Twelve, executed a Memorandum of Agreement to purchase a 95,639 DWT Aframax
product tanker, the M/V Eagle Carina (the “Eagle Carina”), from Aframax
Tanker II AS.  On December 18, 2008, the Eagle Carina was purchased
for $39,010,000, of which $27,000,000 of non-recourse debt was borrowed from
Fortis Bank NV/SA (“Fortis”) and DVB Bank SE (“DVB”).  The Eagle Carina is
subject to an 84-month bareboat charter with AET, Inc. Limited (“AET”) that
expires on November 14, 2013.  ICON Carina Holdings paid an acquisition fee
to the Manager of approximately $1,170,000 in connection with this transaction,
of which the LLC’s share was approximately $418,000.





Information
as to the financial position and results of operations of ICON Carina Holdings
is summarized below:





Three
      Months Ended March 31,(unaudited)2009
                
                
                2008Revenue
                
                $
                1,486,361
                
                
                $
                -Net
      income
                
                $
                238,387
                
                
                $
                -LLC's
      share of net income
                
                $
                85,104
                
                
                $
                -





ICON
Corona Holdings, LLC





On
December 3, 2008, ICON Eagle Corona Pte. Ltd., a Singapore corporation
wholly-owned by ICON Eagle Corona Holdings, LLC (“ICON Corona Holdings”), a
Marshall Islands limited liability company owned 35.7% by the LLC and 64.3% by
Fund Twelve, executed a Memorandum of Agreement to purchase a 95,634 DWT
Aframax product tanker, the M/V Eagle Corona (the “Eagle Corona”), from
Aframax Tanker II AS.  On December 31, 2008, the Eagle Corona was
purchased for $41,270,000, of which $28,000,000 of non-recourse debt was
borrowed from Fortis and DVB.  The Eagle Corona is subject to an
84-month bareboat charter with AET that expires on November 14, 2013.  ICON
Corona Holdings paid an acquisition fee to the Manager of approximately
$1,238,000 in connection with this transaction, of which the LLC’s share
was approximately $442,000.







16
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (6)
                Investments
      in Joint Ventures - continued


Information
as to the financial position and results of operations of ICON Corona Holdings
is summarized below:





Three
      Months Ended March 31,(unaudited)2009
                
                
                2008Revenue
                
                $
                1,522,372
                
                
                $
                -Net
      income
                
                $
                271,882
                
                
                $
                -LLC's
      share of net income
                
                $
                97,062
                
                
                $
                -





(7)
            Non-Recourse
      Long-Term Debt





On June
24, 2004, ICON Containership I, LLC and ICON Containership II, LLC, two
wholly-owned subsidiaries of the LLC, each borrowed $26,150,000 from Fortis
Capital Corp. in connection with the acquisitions of the M/V ZIM Canada (the
“ZIM Canada”) and the M/V ZIM Korea (the “ZIM Korea”) from ZIM Israel Navigation
Co. Ltd. (“ZIM”).  The non-recourse long-term debt obligations mature
on June 24, 2009 and accrue interest at the London Interbank Offered Rate plus
1.50% per year.  The non-recourse long-term debt obligations require
monthly payments ranging from $372,000 to $483,000.  The lender has a
security interest in the ZIM Canada and the ZIM Korea and an assignment of the
charter hire with ZIM.  The LLC paid and capitalized approximately
$523,000 in debt financing costs.  At March 31, 2009 and December 31,
2008, the outstanding balance of the non-recourse long-term debt obligations was
$4,230,400 and $7,076,252, respectively.





Simultaneously
with the execution of the non-recourse long-term debt agreements mentioned
above, the LLC entered into two interest rate swap contracts with Fortis in
order to hedge the variable interest rate on the non-recourse long-term debt and
minimize the LLC’s risk of interest rate fluctuation. The interest rate swap
contracts fixed the interest rate at 5.37%.





(8)
            Revolving
      Line of Credit, Recourse





The LLC
and certain of its affiliates (entities sponsored and organized by the
Manager), ICON Income Fund Eight B L.P. (“Fund Eight B”), ICON Income Fund
Nine, LLC, Fund Eleven and Fund Twelve (collectively, the “Borrowers”), are
parties to a Commercial Loan Agreement, as amended (the “Loan Agreement”), with
California Bank & Trust (“CB&T”).  The Loan Agreement provides for
a revolving line of credit of up to $30,000,000 pursuant to a senior secured
revolving loan facility (the “Facility”), which is secured by all assets of the
Borrowers not subject to a first priority lien, as defined in the Loan
Agreement.  Each of the Borrowers is jointly and severally liable for all
amounts borrowed under the Facility.  At March 31, 2009, no amounts
were accrued related to the LLC’s joint and several obligations under the
Facility.  Amounts available under the Facility are subject to a
borrowing base that is determined, subject to certain limitations, on the
present value of the future receivables under certain lease agreements in which
the Borrowers have a beneficial interest.







17
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (8)
                Revolving
      Line of Credit, Recourse -
continued


The
Facility expires on April 30, 2010 and the Borrowers may request a one year
extension to the revolving line of credit within 390 days of the expiration
date, but CB&T has no obligation to extend. The interest rate for general
advances under the Facility is CB&T’s prime rate and the interest rate on up
to five separate advances that are permitted to be made under the Facility is
the rate at which U.S. dollar deposits can be acquired by CB&T in the London
Interbank Eurocurrency Market plus 2.5% per year.  The interest rate at
March 31, 2009 was 3.25%.  In addition, the Borrowers are obligated to pay
a quarterly commitment fee of 0.25% on unused commitments under the
Facility.





Aggregate
borrowings by all Borrowers under the Facility amounted to $6,785,000 at March
31, 2009.  The LLC had no borrowings outstanding under the Facility as
of such date.  The balances of $1,185,000 and $5,600,000 were borrowed
by Fund Eight B and Fund Eleven, respectively.  Subsequent to March
31, 2009, Fund Eight B repaid $100,000, which reduced Fund Eight B’s outstanding
loan balance to $1,085,000.





Pursuant
to the Loan Agreement, the Borrowers are required to comply with certain
covenants.  At March 31, 2009, the Borrowers were in compliance with
all covenants.


(9)
              Transactions
      with Related Parties


In
accordance with the terms of the LLC Agreement, the LLC pays or paid the Manager
(i) management fees ranging from 1% to 7% based on a percentage of the rentals
and other contractual payments recognized either directly by the LLC or through
its joint ventures, (ii) a formation fee of 6.5% based upon the gross proceeds
from the sale of Shares, (iii) organization and offering expenses ranging from
1.5% to 3.5% of the gross proceeds from the sale of Shares, as defined in the
LLC Agreement and (iv) acquisition fees, through the end of the operating
period, of 3% of the financing amount of the LLC’s investments.  In
addition, the Manager is reimbursed for certain administrative expenses incurred
in connection with the LLC’s operations.





The total
compensation that the Manager and ICON Securities Corp. may earn, not including
management fees and administrative expense reimbursements, was limited to 12% of
gross offering proceeds up to the first $37,500,000 raised, 11% of gross
offering proceeds from $37,500,001 to $75,000,000 and 10% of gross offering
proceeds from $75,000,001 to $150,000,000.





The
Manager performs certain services relating to the management of the LLC’s
equipment leasing and other financing activities.  Such services include,
but are not limited to, the collection of lease payments from the lessees of the
equipment, re-leasing services in connection with equipment which is off-lease,
inspections of the equipment, liaising with and general supervision of lessees
to assure that the equipment is being properly operated and maintained,
monitoring performance by the lessees of their obligations under the leases and
the payment of operating expenses.





Administrative
expense reimbursements are costs incurred by the Manager or its affiliates that
are necessary to the LLC’s operations.  These costs include the Manager’s
and its affiliates’ legal, accounting, investor relations and operations
personnel, as well as professional fees and other costs that are charged to the
LLC based upon the percentage of time such personnel dedicate to the LLC. 
Excluded are salaries and related costs, travel expenses and other
administrative costs incurred by individuals with a controlling interest in the
Manager.




18
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (9)
                  Transactions
      with Related Parties -
continued


The
Manager also has a 1% interest in the LLC’s profits, losses, cash distributions
and liquidation proceeds.  The LLC paid distributions to the Manager
of $32,192 and $32,226 for the three months ended March 31, 2009 and 2008,
respectively.  The Manager’s interest in the net income attributable
to the LLC for the three months ended March 31, 2009 and 2008 was $15,928 and
$74,787, respectively.





Fees and
other expenses paid or accrued by the LLC to the Manager for the three months
ended March 31, 2009 and 2008 were as follows (unaudited):





Three Months Ended March
31,Entity
                        
                        Capacity
                        
                        Description
                        
                        2009
                        
                        
                        2008ICON
      Capital Corp.
                        
                        Manager
                        
                        Management
      fees (1)
                        
                        $
                        348,650
                        
                        
                        $
                        533,587ICON
      Capital Corp.
                        
                        Manager
                        
                        Administrative
      expense reimbursements (1)
                        
                        $
                        290,789
                        
                        
                        $
                        353,558(1)  Amount
      charged directly to operations.




At March
31, 2009, the LLC had a net payable of $939,519 due to the Manager and its
affiliates that primarily consisted of administrative expense reimbursements and
amounts owed in connection with the investments in ICON Carina Holdings and ICON
Corona Holdings.




(10)
              Derivative
      Financial
Instruments
  The LLC
may enter into derivative transactions for purposes of hedging specific
financial exposures, including movements in foreign currency exchange rates and
changes in interest rates on its non-recourse long-term debt. The LLC enters
into these instruments only for hedging underlying exposures.  The LLC
does not hold or issue derivative financial instruments for purposes other than
hedging, except for warrants, which are not hedges.  Certain
derivatives may not meet the established criteria to be designated as qualifying
accounting hedges, even though the LLC believes that these are effective
economic hedges.





The LLC
accounts for derivative financial instruments in accordance with SFAS No. 133,
“Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”),
which established accounting and reporting standards for derivative financial
instruments and SFAS No. 161, which the LLC adopted on January 1,
2009.  SFAS No. 133 requires the LLC to recognize all derivatives as
either assets or liabilities in the consolidated balance sheets and measure
those instruments at fair value.  The LLC recognizes the fair value of
all derivatives as either assets or liabilities in the consolidated balance
sheets and changes in the fair value of such instruments are recognized
immediately in earnings unless certain accounting criteria established by SFAS
No. 133 are met.  These criteria demonstrate that the derivative is
expected to be highly effective at offsetting changes in the fair value or
expected cash flows of the underlying exposure at both the inception of the
hedging relationship and on an ongoing basis and include an evaluation of the
counterparty risk and the impact, if any, on the effectiveness of the
derivative.  If these criteria are met, which the LLC must document
and assess at inception and on an ongoing basis, the LLC recognizes the changes
in fair value of such instruments in accumulated other comprehensive income
(loss), a component of equity on the consolidated balance
sheets.  Changes in the fair value of the ineffective portion of all
derivatives are recognized immediately in earnings.




19
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (10)
                    Derivative
      Financial Instruments -
  continued


During
the twelve months ended March 31, 2010, the LLC estimates that an additional
$475,122 will be transferred from accumulated other comprehensive (loss) income
to interest expense.





Non-designated
Derivatives





The LLC
holds interest rate swaps that are not speculative and are used to meet the
LLC’s objectives in using interest rate derivatives to add stability to interest
expense and to manage its exposure to interest rate movements.  The
LLC’s hedging strategy to accomplish this objective is to match the projected
future business cash flows with the underlying debt service.  Interest
rate swaps involve the receipt of floating-rate interest payments from a
counterparty in exchange for the LLC making fixed interest rate payments over
the life of the agreements without exchange of the underlying notional
amount.  Additionally, the LLC holds warrants that are held for purposes
other than hedging.  All changes in the fair value of the interest
rate swaps and the warrants are recorded directly in earnings.  As of
March 31, 2009, the LLC had the following outstanding derivatives that were not
designated as hedges in qualifying hedging relationships:





Product
              
              Number
      of Instruments
              
              Notional
      AmountInterest
      rate swaps
              
              2
              
              $5,183,248Warrants
              
              3
              
              $   
      55,798





The table
below presents the fair value of the LLC’s derivative financial instruments as
well as their classification within the LLC’s consolidated balance sheet as
follows:





Asset Derivatives
                
                Liability DerivativesBalance
      Sheet Location
                
                Fair
      Value
                
                Balance
      Sheet Location
                
                Fair
      ValueDerivatives
      not designated as hedging
                  instruments
      under SFAS 133:Interest
      rate swaps
                
                
                $
                -
                
                Interest
      rate swap contracts
                
                $
                41,390Warrants
                Other
      non-current assets
                
                $
                55,798
                
                
                
                $
                -





The table
below presents the effect of the LLC’s derivative financial instruments not
designated as hedging instruments under SFAS No. 133 on the consolidated
statement of operations for the three months ended March 31, 2009:





Derivative
                Location
      of Gain (Loss)
                
                Gain
      (Loss) RecognizedInterest
      Rate Swaps
                General
      and Administrative
                
                $
                46,824Warrants
                General
      and Administrative
                
                
                (5,782
                )Total
                
                
                $
                41,042





20
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (10)
                    Derivative
      Financial Instruments -
  continued


Derivative
Risks





The LLC
manages exposure to possible defaults on derivative financial instruments by
monitoring the concentration of risk that the LLC has with any individual bank
and through the use of minimum credit quality standards for all
counterparties.  The LLC does not require collateral or other security
in relation to derivative financial instruments.  Since it is the
LLC’s policy to only enter into derivative contracts with banks of
internationally acknowledged standing, the LLC considers the counterparty risk
to be remote.





As of
March 31, 2009, the fair value of the derivatives in a liability position
related to these agreements was $41,502.  In the event that the LLC
breaches any of these provisions, it would be required to settle its obligations
under the agreements at their termination value of $41,502.


(11)
              Accumulated
      Other Comprehensive
Loss


Accumulated
other comprehensive loss includes unrealized losses on derivative financial
instruments and currency translation adjustments of $687,051 and $2,579,803,
respectively, at March 31, 2009 and accumulated losses on derivative financial
instruments and currency translation adjustments of $695,914 and $2,449,877,
respectively, at December 31, 2008.
  (12)
              Fair
      Value of Financial
  Instruments


SFAS
No. 157





Effective
January 1, 2008, the LLC adopted SFAS No. 157.  SFAS No. 157 requires
that assets and liabilities carried at fair value be classified and disclosed in
one of the following three categories:





·
            Level
      1:  Quoted market prices available in active markets for identical
      assets or liabilities as of the reporting
date.


·
            Level
      2:  Pricing inputs other than quoted prices in active markets
      included in Level 1, which are either directly or indirectly observable as
      of the reporting date.


·
            Level
      3:  Pricing inputs that are generally unobservable and can not
      be corroborated by market data.





Financial
assets and liabilities are classified in their entirety based on the lowest
level of input that is significant to the fair value measurement.  The
Manager’s assessment, on the LLC’s behalf, of the significance of a particular
input to the fair value measurement requires judgment, and may affect the
valuation of the assets and liabilities being measured and their placement
within the fair value hierarchy.







21
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (12)
                    Fair
      Value of Financial Instruments -
      continued





The
following table summarizes the valuation of the LLC’s material financial assets
and liabilities measured at fair value on a recurring basis as of March 31,
2009:





Level 1(1)
                        
                        
                        Level 2(2)
                        
                        
                        Level 3(3)
                        
                        
                        TotalAssets:Warrants
                        
                        $
                        -
                        
                        
                        $
                        55,798
                        
                        
                        $
                        -
                        
                        
                        $
                        55,798Liabilities:Derivative
      Liabilities
                        
                        $
                        -
                        
                        
                        $
                        41,390
                        
                        
                        $
                        -
                        
                        
                        $
                        41,390(1)
      Quoted prices in active markets for identical assets or
      liabilities.(2)
      Observable inputs other than quoted prices in active markets for identical
      assets and liabilities.(3)
      No observable pricing inputs in the market.








The LLC’s
derivative contracts, including interest rate swaps and warrants, are valued
using models based on readily observable market parameters for all substantial
terms of the LLC’s derivative contracts and are classified within Level
2.  As permitted by SFAS No. 157, the LLC uses market prices and
pricing models for fair value measurements of its derivative
instruments.  The fair value of the warrants was recorded in other
non-current assets and the derivative liabilities were recorded in interest rate
swap contracts within the consolidated balance sheets.


(13)
              Commitments
      and Contingencies and Off-Balance Sheet
      Transactions


At the
time the LLC acquires or divests of its interest in an equipment lease or other
financing transaction, the LLC may, under very limited circumstances, agree to
indemnify the seller or buyer for specific contingent
liabilities.  The Manager believes that any liability of the LLC that
may arise as a result of any such indemnification obligations will not have a
material adverse effect on the consolidated financial condition of the LLC taken
as a whole.







22
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (13)
                      Commitments
      and Contingencies and Off-Balance Sheet Transactions -
      continued


On
September 28, 2007 and December 10, 2007, the LLC completed its simultaneous
acquisitions and leasing back of substantially all of the machining and metal
working equipment of MW Texas Die Casting, Inc. (“Texas Die”) and MW Monroe
Plastics, Inc. (“Monroe”).  Simultaneously with the closing of the
transactions with Texas Die and Monroe, Fund Eleven and Fund Twelve (together,
with the LLC, the “Participating Funds”) completed similar acquisitions with
seven other subsidiaries of MWU pursuant to which the respective funds
purchased substantially all of the machining and metal working equipment of each
subsidiary.  Each subsidiary’s obligations under its respective leases
(including those of Texas Die and Monroe) are cross-collateralized and
cross-defaulted, and all subsidiaries’ obligations are guaranteed by
MWU.  Each of the Participating Funds has also entered into a credit
support agreement, pursuant to which losses incurred by a Participating Fund
with respect to any MWU subsidiary are shared among the Participating Funds in
proportion to their respective capital investment.  The term of each
credit support agreement matches that of the lease agreement.  No
amounts were accrued at March 31, 2009 and the Manager cannot reasonably
estimate at this time the maximum potential amounts that may become payable
under the credit support agreement, if any.







23


Item 2. Manager's Discussion and Analysis of Financial Condition
and Results of Operations





The
following is a discussion of our results of operations and current financial
position. This discussion should be read together with our unaudited
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10-Q and the audited consolidated financial statements
and related notes included in our Annual Report on Form 10-K for the year ended
December 31, 2008.  This discussion should also be read in conjunction
with the disclosures below regarding “Forward-Looking Statements” and the “Risk
Factors” set forth in Item 1A herein.





As used
in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or
similar terms include ICON Income Fund Ten, LLC and its consolidated
subsidiaries (“Fund Ten”).





Forward-Looking
Statements





Certain
statements within this Quarterly Report on Form 10-Q may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (“PSLRA”).  These statements are being
made pursuant to the PSLRA, with the intention of obtaining the benefits of the
“safe harbor” provisions of the PSLRA, and, other than as required by law, we
assume no obligation to update or supplement such
statements.  Forward-looking statements are those that do not relate
solely to historical fact.  They include, but are not limited to, any
statement that may predict, forecast, indicate or imply future results,
performance, achievements or events.  You can identify these
statements by the use of words such as “may,” “will,” “could,” “anticipate,”
“believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,”
“intend,” “predict” or “project” and variations of these words or comparable
words or phrases of similar meaning.  These forward-looking statements
reflect our current beliefs and expectations with respect to future events and
are based on assumptions and are subject to risks and uncertainties and other
factors outside our control that may cause actual results to differ materially
from those projected. We undertake no obligation to update publicly or review
any forward-looking statement, whether as a result of new information, future
developments or otherwise.





Overview





We
operate as an equipment leasing program in which the capital our members
invested is pooled together to make investments, pay fees and establish a small
reserve.  We primarily engage in the business of purchasing equipment and
leasing or servicing it to third parties, equipment financing, acquiring
equipment subject to lease and, to a lesser degree, acquiring ownership rights
to items of leased equipment at lease expiration.  Some of our
equipment leases will be acquired for cash and are expected to provide
current cash flow, which we refer to as “income” leases.  For our
other equipment leases, we finance the majority of the purchase price through
borrowings from third parties.  We refer to these leases as “growth”
leases.  These growth leases generate little or no current cash flow
because substantially all of the rental payments received from the lessee
are used to service the indebtedness associated with acquiring or financing
the lease.  For these leases, we anticipate that the future value of
the leased equipment will exceed the cash portion of the purchase
price.




Our
manager is ICON Capital Corp. (our “Manager”), a Delaware
corporation.  Our Manager manages and controls our business affairs,
including, but not limited to, our equipment leases and other financing
transactions, under the terms of our amended and restated operating agreement
(our “LLC Agreement”).







24







We are
currently in our operating period.  During our operating period,
additional investments will continue to be made with the cash generated from our
initial investments and our additional investments to the extent that the cash
is not needed for expenses, reserves and distributions to
members.  The investment in additional equipment leases and other
financing transactions in this manner is called “reinvestment.”  We
anticipate investing in equipment leases, other financing transactions and
residual ownership rights in items of leased equipment from time to time until
April 2010, unless that date is extended, at our Manager’s sole discretion, for
up to an additional three years.




At March
31, 2009, our portfolio, which we hold either directly or through joint
ventures, consisted primarily of the following investments:





Marine
Vessels





·
            We,
      through two wholly-owned subsidiaries, ICON Containership I, LLC and ICON
      Containership II, LLC, own two container vessels, the M/V ZIM
      Canada (the “ZIM Canada”) and the M/V ZIM Korea (the “ZIM Korea”),
      respectively, which are subject to bareboat charters with ZIM Israel
      Navigation Co. Ltd.  The bareboat charters for the ZIM Canada and the
      ZIM Korea were originally scheduled to expire in June 2009.  On
      July 1, 2008, the bareboat charters for the ZIM Canada and the ZIM Korea
      were extended until June 30, 2014 (the
  “Extensions”).





·
            We
      have a 49% ownership interest in ICON Mayon, LLC, which purchased an
      Aframax product tanker, the Mayon Spirit, from an affiliate of the Teekay
      Corporation on July 24, 2007.  The Mayon Spirit has a bareboat
      charter that expires on July 23,
2011.





·
            We
      have a 35.7% ownership interest in ICON Eagle Carina Holdings, LLC (“ICON
      Carina Holdings”), which owns ICON Eagle Carina Pte. Ltd. ("ICON Eagle
      Carina").  On December 18, 2008, ICON Eagle Carina purchased the
      Aframax product tanker M/V Eagle Carina (the “Eagle Carina”) from Aframax
      Tanker II AS.  The Eagle Carina is subject to an 84-month
      bareboat charter with AET, Inc. Limited (“AET”) that expires on November
      14, 2013.





·
            We
      have a 35.7% ownership interest in ICON Eagle Corona Holdings, LLC (“ICON
      Corona Holdings”), which owns ICON Eagle Corona Pte. Ltd. ("ICON Eagle
      Corona").  On December 31, 2008, ICON Eagle Corona purchased the
      Aframax product tanker M/V Eagle Corona (the “Eagle Corona”) from Aframax
      Tanker II AS.  The Eagle Corona is subject to an 84-month
      bareboat charter with AET that expires on November 14,
      2013.





Telecommunications
Equipment





·
            We
      have a 30.62% ownership interest in ICON Global Crossing, LLC, which
      purchased telecommunications equipment that is subject to a lease with
      Global Crossing Telecommunications, Inc. (“Global
      Crossing”).  The lease expires on March 31,
  2010.





·
            We
      have a 72.34% ownership interest in ICON Global Crossing II, LLC, which
      purchased telecommunications equipment that is subject to a lease with
      Global Crossing and Global Crossing North American Networks,
      Inc.  The lease expires on October 31,
  2010.





·
            We
      have a 45% ownership interest in ICON Global Crossing V, LLC, which
      purchased telecommunications equipment that is subject to a lease with
      Global Crossing.  The lease expires on December 31,
      2010.








25








Manufacturing
Equipment





·
            We
      own automotive steering column production and assembly equipment on lease
      to Anchor Tool & Die Co.  The equipment is subject to a
      36-month lease that expires on September 30,
  2009.





·
            We
      own machining and metal working equipment of and subject to lease with MW
      Texas Die Casting, Inc. (“Texas Die”) and MW Monroe Plastics, Inc.
      (“Monroe”), both of which are wholly-owned subsidiaries of MW Universal,
      Inc. (“MWU”).  The Texas Die and Monroe leases expire on
      December 31, 2012.





Information
Technology Equipment





·
            We
      have a 75% ownership interest in the unguaranteed residual values of a
      portfolio of leases (the “SAM Portfolio”) currently in effect and
      performing with various lessees in the United Kingdom.  The
      portfolio is mainly comprised of information technology equipment,
      including laptops, desktops and printers.  All of the leases
      expire at various dates through August 30,
2009.





Notes
Receivable Secured by Credit Card Machines





·
            We
      have a 12.25% ownership interest in ICON Northern Leasing, LLC, which, in
      November 2008, purchased four promissory notes (the “Notes”) and received
      an assignment of the underlying Master Loan and Security Agreement (the
      “MLSA”), dated July 28, 2006.  The Notes are secured by an
      underlying pool of leases for credit card machines and Northern Leasing
      Systems, Inc., the originator and servicer of the Notes, provided a
      limited guaranty of the MLSA for payment deficiencies up to approximately
      $5,748,000.





Recent
Significant Transactions





We
entered into the following recent significant transactions during the three
months ended March 31, 2009:





·
            On
      January 30, 2009, we, through our wholly-owned subsidiary, ICON Premier,
      LLC (“ICON Premier”), completed the acquisition of 51% of the outstanding
      stock of Pretel Group Limited (“Pretel”) for $1 and the assumption of net
      liabilities of approximately $1,080,000 (the “Pretel Acquisition”) in
      consideration for restructuring our pre-existing lease transaction with
      Pretel.  The acquisition was accounted for as a business
      combination, and the results of operations for this acquisition have been
      included in our consolidated financial statements from the date of
      acquisition.  Had the acquisition occurred as of January 1,
      2009, the impact on our consolidated results would have been
      immaterial.  The purpose of this acquisition was to protect our
      interest in a direct finance lease (the “Lease”) in connection with a
      first priority security interest in the Lease.  Accordingly, we
      became the majority shareholder of Pretel until such time that such
      amounts due to us under the Lease will be paid in full.  At such
      time, the control of the business will revert back to the original
      shareholders.







26







Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157,
“Accounting for Fair Value Measurements” (“SFAS No. 157”).  SFAS No.
157 defines fair value, establishes a framework for measuring fair value, and
enhances fair value measurement disclosure and is effective for fiscal
years beginning after November 15, 2007 and interim periods within those fiscal
years.  In February 2008, the FASB issued FASB Staff Position
(“FSP”) No. 157-2, “Effective Date of FASB Statement No. 157” (“FSP
157-2”). FSP 157-2 delayed the effective date of SFAS No. 157 for all
non-financial assets and non-financial liabilities, except for items that
are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually), for fiscal years beginning after November
15, 2008.  The measurement and disclosure requirements related to
financial assets and financial liabilities were adopted by us on January 1,
2008.  We adopted FSP 157-2 on January 1, 2009.  The
adoption of SFAS No. 157 and FSP 157-2 for financial and non-financial assets
and financial and non-financial liabilities did not have a significant impact on
our consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (“SFAS No. 141(R)”).  Under SFAS No. 141(R), an entity
is required to recognize the assets acquired, liabilities assumed, contractual
contingencies, and contingent consideration at their fair value on the
acquisition date.  It further requires that acquisition-related costs
be recognized separately from the acquisition and expensed as incurred; that
restructuring costs generally be expensed in periods subsequent to the
acquisition date; and that changes in accounting for deferred tax asset
valuation allowances and acquired income tax uncertainties after the measurement
period be recognized as a component of the provision for taxes.  In
addition, acquired in-process research and development is capitalized as an
intangible asset and amortized over its estimated useful life.  The
adoption of SFAS No. 141(R) changed our accounting treatment for business
combinations on a prospective basis beginning January 1, 2009.





On March
19, 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities — an amendment of SFAS No. 133” (“SFAS No.
161”).  SFAS No. 161 enhances required disclosures regarding
derivatives and hedging activities, including enhanced disclosures regarding
how: (a) an entity uses derivative instruments; (b) derivative instruments and
related hedged items are accounted for under SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities”; and (c) derivative instruments
and related hedged items affect an entity’s financial position, financial
performance, and cash flows.  SFAS No. 161 is effective for fiscal
years and interim periods beginning after November 15, 2008 and, therefore, we
were required to provide such disclosures beginning with the interim period
ended March 31, 2009.





In April
2009, the FASB issued FSP No. 157-4, “Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability have Significantly Decreased and
Identifying Transactions that are Not Orderly” (“FSP 157-4”).  FSP
157-4 provides additional guidance for estimating fair value in accordance with
SFAS No. 157 when the volume and level of activity for the asset or liability
have significantly decreased.  Additionally, FSP 157-4 provides
guidance on identifying circumstances that indicate a transaction is not
orderly.  The FASB expanded the scope of FSP 157-4 to all assets and
liabilities measured at fair value.  FSP 157-4 is effective for
interim and annual reporting periods ending after June 15, 2009, and shall be
applied prospectively.  Our Manager is currently evaluating the impact
of FSP 157-4 on our consolidated financial statements.







27





In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(“APB”) 28-1, “Interim Disclosure about Fair Value of Financial Instruments”
(“FSP 107-1/APB 28-1”).  FSP 107-1/APB 28-1 requires interim
disclosures regarding the fair values of financial instruments that are within
the scope of FAS No. 107, “Disclosures about the Fair Value of Financial
Instruments”. Additionally, FSP 107-1/APB 28-1 requires disclosure of the
methods and significant assumptions used to estimate the fair value of financial
instruments on an interim basis as well as changes of the methods and
significant assumptions from prior periods.  FSP 107-1/APB 28-1 does
not change the accounting treatment for these financial instruments and is
effective for interim and annual reporting ending after June 15,
2009.





Results
of Operations for the Three Months Ended March 31, 2009 (the “2009 Quarter”) and
2008 (the “2008 Quarter”)





Revenue
for the 2009 Quarter and the 2008 Quarter are summarized as
follows:





Three Months Ended March
31,2009
                
                
                2008
                
                
                ChangeRental
      income
                
                $
                3,821,830
                
                
                $
                6,609,415
                
                
                $
                (2,787,585
                )Finance
      income
                
                
                -
                
                
                
                675,724
                
                
                
                (675,724
                )Income
      from investments in joint ventures
                
                
                1,006,581
                
                
                
                680,402
                
                
                
                326,179Net
      gain on sales of equipment and unguaranteed residual
values
                
                
                128,543
                
                
                
                6,807,518
                
                
                
                (6,678,975
                )Interest
      and other income
                
                
                976,867
                
                
                
                99,682
                
                
                
                877,185Total
      revenue
                
                $
                5,933,821
                
                
                $
                14,872,741
                
                
                $
                (8,938,920
                )





Total
revenue for the 2009 Quarter decreased $8,938,920, or 60.1%, as compared to the
2008 Quarter.  The decrease in total revenue was primarily due to a
reduction in the net gain on sales of equipment and unguaranteed residual values
and a decrease in rental income.  The net gain on sales of equipment
and unguaranteed residual values reported in the 2008 Quarter was primarily due
to the sale of ICON Containership III, LLC (“ICON Containership III”) on March
31, 2008, which resulted in a gain of approximately $6,741,000.  The
decrease in rental income was primarily due to (i) the sale of ICON
Containership III, which represented approximately $1,461,000 of the decrease in
rental income, (ii) the Extensions in connection with the ZIM Canada and the ZIM
Korea on July 1, 2008, which accounted for approximately $744,000 of the
decrease and (iii) the sale of equipment previously on lease to Rite Aid
Corporation (“Rite Aid”) during the third and fourth quarters of 2008, which
accounted for approximately $615,000 of the decrease in rental
income.  The decrease in finance income was due to the expiration of
our lease with P.W. Supermarkets, Inc. in July 2008 and the restructuring of the
lease financing between ICON Premier and Pretel in January 2009.






28





Expenses
for the 2009 Quarter and the 2008 Quarter are summarized as
follows:





Three Months Ended March
31,2009
                  
                  
                  2008
                  
                  
                  ChangeManagement
      fees - Manager
                  
                  $
                  348,650
                  
                  
                  $
                  533,587
                  
                  
                  $
                  (184,937
                  )Administrative
      expense reimbursements - Manager
                  
                  
                  290,789
                  
                  
                  
                  353,558
                  
                  
                  
                  (62,769
                  )General
      and administrative
                  
                  
                  1,469,476
                  
                  
                  
                  415,429
                  
                  
                  
                  1,054,047Interest
                  
                  
                  178,393
                  
                  
                  
                  544,500
                  
                  
                  
                  (366,107
                  )Depreciation
      and amortization
                  
                  
                  1,971,474
                  
                  
                  
                  5,452,457
                  
                  
                  
                  (3,480,983
                  )Total
      expenses
                  
                  $
                  4,258,782
                  
                  
                  $
                  7,299,531
                  
                  
                  $
                  (3,040,749
                  )





Total
expenses for the 2009 Quarter decreased $3,040,749, or 41.7%, as compared to the
2008 Quarter.  The decrease in total expenses was primarily due to a
decrease in depreciation and amortization expense.  The decrease in
depreciation and amortization expense was primarily due to (i) the sale of ICON
Containership III on March 31, 2008, which represented approximately $1,200,000
of the decrease, (ii) the Extensions in connection with the ZIM Canada and the
ZIM Korea, which resulted in a decrease in depreciation expense of approximately
$1,704,000 as monthly depreciation expense per vessel decreased from
approximately $380,000 to approximately $96,000 and (iii) the sale of equipment
previously on lease to Rite Aid, which accounted for approximately $752,000 of
the decrease in depreciation expense.  This decrease was partially
offset by an increase in general and administrative expenses primarily due to
the Pretel Acquisition.





Noncontrolling
Interests





Noncontrolling interests for the 2009
Quarter were consistent with that reported for the 2008 Quarter.





Net
Income Attributable to Fund Ten





As a
result of the foregoing factors, the net income attributable to Fund Ten for the
2009 Quarter and the 2008 Quarter was $1,592,815 and $7,478,740,
respectively.  The net income attributable to Fund Ten per weighted average
additional share of limited liability company interests for the 2009
Quarter and the 2008 Quarter was $10.64 and $49.91,
respectively.





Financial
Condition





This
section discusses the major balance sheet variances at March 31, 2009 compared
to December 31, 2008.





Total
Assets





Total
assets decreased $2,633,681, from $88,999,197 at December 31, 2008 to
$86,365,516 at March 31, 2009.  The decrease was primarily due to the
depreciation of our leased equipment and fixed assets of approximately
$1,971,000 and distributions paid to our members of approximately
$3,219,000.  This decrease was partially offset by an increase in
total assets due to the assets acquired in connection with the Pretel
Acquisition.





Current
Assets





Current
assets decreased $709,784, from $5,117,308 at December 31, 2008 to $4,407,524 at
March 31, 2009.  The decrease was primarily due to a lower cash
position resulting from payments of our non-recourse debt outstanding related to
the ZIM Canada and the ZIM Korea.






29





Total
Liabilities





Total
liabilities decreased $697,160, from $8,518,061 at December 31, 2008 to
$7,820,901 at March 31, 2009.  The decrease was primarily due to the
scheduled repayments of our non-recourse debt outstanding related to the ZIM
Canada and the ZIM Korea, which was partially offset by an increase in total
liabilities due to the liabilities assumed in connection with the Pretel
Acquisition.





Current
Liabilities





Current
liabilities decreased $697,160, from $8,518,061 at December 31, 2008 to
$7,820,901 at March 31, 2009.  The decrease was primarily due to the
scheduled repayment of our non-recourse debt discussed above, which was
partially offset by an increase in current liabilities due to the liabilities
assumed in connection with the Pretel Acquisition.





Equity





Equity
decreased $1,936,521, from $80,481,136 at December 31, 2008 to $78,544,615 at
March 31, 2009.  The decrease was primarily due to distributions paid to
our members and noncontrolling interests, which was partially offset by net
income reported in the 2009 Quarter.








Liquidity
and Capital Resources


Cash
Flows Summary





At March
31, 2009 and December 31, 2008, we had cash and cash equivalents of $3,065,252
and $3,784,794, respectively.  During our operating period, our main
source of cash has been and will continue to be from operating activities and
our main use of cash has been and will continue to be in investing and financing
activities.





Cash and
cash equivalents include cash in banks and highly liquid investments with
original maturity dates of three months or less.  Our cash and cash
equivalents are held principally at two financial institutions and at times may
exceed insured limits.  We have placed these funds in high quality
institutions in order to minimize risk relating to exceeding insured
limits.





In addition, pursuant to the terms of
our offering, we established a reserve in the amount of 1.0% of the gross
offering proceeds, or $1,449,945.





Cash
Flows





The
following table sets forth summary cash flow data:





Three Months Ended March
31,2009
                
                
                2008Net
      cash provided by (used in):Operating
      activities
                
                $
                2,630,701
                
                
                $
                2,358,226Investing
      activities
                
                
                874,352
                
                
                
                17,755,117Financing
      activities
                
                
                (4,222,197
                )
                
                
                (5,520,642
                )Effects
      of exchange rates on cash and cash equivalents
                
                
                (2,398
                )
                
                
                -Net
      (decrease) increase in cash and cash equivalents
                
                $
                (719,542
                )
                
                $
                14,592,701





Note:
See the Consolidated Statements of Cash Flows included in Item 1, “Consolidated
Financial Statements” of this Quarterly Report on Form 10-Q for additional
information.






30


Operating
Activities





Sources
of cash




Sources
of cash from operating activities increased $272,475, from $2,358,226 in
the 2008 Quarter to $2,630,701 in the 2009 Quarter.  The increase was
primarily due to the net assets acquired in connection with the Pretel
Acquisition and an increase in the distributions received from our investments
in joint ventures, which was partially offset by a decrease in rental income due
to the sale of the equipment previously on lease to Rite Aid.





Investing
Activities





Sources
of cash




Sources
of cash from investing activities decreased $17,045,587, from $17,919,939 in the
2008 Quarter to $874,352 in the 2009 Quarter.  The decrease was primarily
due to a reduction in the proceeds received from the sales of equipment and
unguaranteed residual values.  During the 2008 Quarter, we received
net proceeds of approximately $16,930,000 in connection with the sale of ICON
Containership III.





Uses
of cash




Our use
of cash in investing activities decreased from $164,822 in the 2008 Quarter to
$0 in the 2009 Quarter because we did not make any new investments during the
2009 Quarter.





Financing
Activities





Sources
of cash




We did
not have any sources of cash from financing activities during the 2008 Quarter
and the 2009 Quarter.





Uses of cash




Uses of
cash in financing activities decreased $1,298,445, from $5,520,642 in the 2008
Quarter to $4,222,197 in the 2009 Quarter.  The decrease was primarily
due to the repayment of our $2,000,000 borrowing under the revolving line of
credit during the 2008 Quarter, which was partially offset by repayments
totaling approximately $732,000 of our non-recourse debt outstanding for the ZIM
Canada and the ZIM Korea during the 2009 Quarter.




Sources
of Liquidity





Cash
generated by our operating activities continues to be our most significant
source of liquidity during our operating period.  We believe that cash
generated from the expected results of our operations will be sufficient to
finance our liquidity requirements for the year ending December 31, 2009,
including distributions to our members, the repayment of principal and interest
on our non-recourse debt obligations, general and administrative expenses,
management fees and administrative expense reimbursements.  We
anticipate that our liquidity requirements for the years ending December 31,
2010 through December 31, 2013 will be financed by the expected results of
operations, as well as cash received from our investments at
maturity.  In addition, our revolving line of credit has $23,215,000
available as of March 31, 2009 (see Note 8 to our consolidated financial
statements) for additional working capital needs or new investment
opportunities.







31






As
discussed above, we anticipate being able to meet our liquidity requirements
into the foreseeable future.  However, our ability to generate cash in
the future is subject to general economic, financial, competitive, regulatory
and other factors that affect us and our lessees’ and borrowers’ businesses that
are beyond our control.




Non-Recourse
Long-Term Debt





We had
non-recourse long-term debt obligations at March 31, 2009 of
$4,230,400.  All of our non-recourse long-term debt obligations
consist of notes payable in which the lender has a security interest in the
equipment and an assignment of the rental payments under the lease, in which
case the lender is being partially paid directly by the lessee.





Distributions





We, at
our Manager’s discretion, pay monthly distributions to our members and
noncontrolling interests starting with the first month after each member’s
admission and the commencement of our joint venture operations and we
expect to continue to pay such distributions until the end of our operating
period.  We paid distributions to our Manager, additional members and
noncontrolling interests of $32,192, $3,186,975 and $271,330, respectively, for
the three months ended March 31, 2009.





Commitments
and Contingencies and Off-Balance Sheet Transactions





Commitments
and Contingencies





At March
31, 2009, we had non-recourse debt obligations.  The lender has a
security interest in the equipment relating to each non-recourse debt instrument
and an assignment of the rental payments under the lease associated with the
equipment.  In such cases, the lender is being paid directly by the
lessee.  If the lessee defaults on the lease, the equipment would be
returned to the lender in extinguishment of the non-recourse debt.  At
March 31, 2009, our outstanding non-recourse long-term indebtedness was
$4,230,400.  We did not have borrowings under our revolving line of
credit at March 31, 2009.





On
September 28, 2007 and December 10, 2007, we completed our simultaneous
acquisitions and leasing back of substantially all of the machining and metal
working equipment of Texas Die and Monroe.  Simultaneously with the
closing of the transactions with Texas Die and Monroe, ICON Leasing Fund Eleven,
LLC and ICON Leasing Fund Twelve, LLC, entities also managed by our Manager,
(together, with us, the “Participating Funds”) completed similar acquisitions
with seven other subsidiaries of MWU pursuant to which the respective funds
purchased substantially all of the machining and metal working equipment of each
subsidiary.  Each subsidiary’s obligations under its respective lease
(including those of Texas Die and Monroe) are cross-collateralized and
cross-defaulted, and all subsidiaries’ obligations are guaranteed by
MWU.  Each of the Participating Funds has also entered into a credit
support agreement, pursuant to which losses incurred by a Participating Fund
with respect to any MWU subsidiary are shared among the Participating Funds in
proportion to their respective capital investment.  The term of each
credit support agreement matches that of the lease agreement.  No
amounts were accrued at March 31, 2009 and our Manager cannot reasonably
estimate at this time the maximum potential amounts that may become payable
under the credit support agreement, if any.







32





Off-Balance
Sheet Transactions





None.





Item 3. Quantitative and Qualitative Disclosures About Market
Risk





There
have been no significant changes in our market risk sensitive instruments since
the filing of our Annual Report on Form 10-K for the year ended December 31,
2008.





Item 4T. Controls and Procedures





Evaluation of disclosure controls
and procedures





In
connection with the preparation of this Quarterly Report on Form 10-Q for the
three months ended March 31, 2009, as well as the financial statements for our
Manager, our Manager carried out an evaluation, under the supervision and with
the participation of the management of our Manager, including its Co-Chief
Executive Officers and Chief Financial Officer, of the effectiveness of the
design and operation of our Manager’s disclosure controls and procedures as of
the end of the period covered by this Report pursuant to the Securities Exchange
Act of 1934.  Based on the foregoing evaluation, the Co-Chief Executive
Officers and the Chief Financial Officer concluded that our Manager’s disclosure
controls and procedures were effective.





In
designing and evaluating our Manager’s disclosure controls and procedures, our
Manager recognized that disclosure controls and procedures, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the disclosure controls and procedures are met.  Our
Manager’s disclosure controls and procedures have been designed to meet
reasonable assurance standards. Disclosure controls and procedures cannot detect
or prevent all error and fraud. Some inherent limitations in disclosure controls
and procedures include costs of implementation, faulty decision-making, simple
error and mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of controls is based, in
part, upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all anticipated and unanticipated future conditions. Over time, controls
may become inadequate because of changes in conditions, or the degree of
compliance with established policies or procedures.




Evaluation of internal control over
financial reporting





There
have been no changes in our internal control over financial reporting during the
three months ended March 31, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.







33


PART II - OTHER INFORMATION





Item 1.  Legal Proceedings





In the
ordinary course of conducting our business, there may be certain claims, suits
and complaints filed against us.  In the opinion of management, the
outcome of such matters, if any, will not have a material impact on our
consolidated financial position or results of operations.  We are not
aware of any material legal proceedings that are currently pending against us or
against any of our assets.





Item 1A. Risk Factors





There
have been no material changes from the risk factors disclosed in “Item 1A. Risk
Factors” of our Annual Report on Form 10-K for the year ended December 31,
2008.





Item 2.  Unregistered Sales of Equity Securities and Use
of Proceeds





There
were no shares of limited liability company interests redeemed during the three
months ended March 31, 2009.





Item 3.  Defaults Upon Senior Securities





Not
applicable.





Item 4.  Submission of Matters to a Vote of Security
Holders





No
matters were submitted to a vote of security holders during the three months
ended March 31, 2009.





Item 5.  Other Information





Not
applicable.





34






Item 6. Exhibits





3.1
            Certificate
      of Limited Liability Company of Registrant (Incorporated by reference
      to Exhibit 4.3 to Amendment No. 2 to Registrant’s Registration Statement
      on Form S-1 filed with the SEC on February 28, 2003 (File No.
      333-103503)).4.1
            Amended
      and Restated Operating Agreement of Registrant (Incorporated by
      reference to Exhibit A to post-effective Amendment No. 2 to Registrant’s
      Registration Statement on Form S-1 filed with the SEC on June 2, 2003
      (File No. 333-103503)).10.1
            Commercial
      Loan Agreement, by and between California Bank & Trust, ICON Income
      Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten,
      LLC and ICON Leasing Fund Eleven, LLC, dated August 31, 2005 (Incorporated
      by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
      dated September 7, 2005).10.2
            Loan
      Modification Agreement, by and between California Bank & Trust and
      ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON
      Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC, dated December 26,
      2006 (Incorporated by reference to Exhibit 10.1 to Registrant’s Current
      Report on Form 8-K dated December 29, 2006).10.3
            Loan
      Modification Agreement dated as of May 1, 2008 between California
      Bank & Trust, ICON Income Fund Eight B L.P., ICON Income Fund
      Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and
      ICON Leasing Fund Twelve, LLC (Incorporated by reference to Exhibit 10.3
      to Registrant’s Quarterly Report on Form 10-Q dated May 19,
      2008).31.1
            Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.2
            Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.3
            Rule
      13a-14(a)/15d-14(a). Certification of Chief Financial
    Officer.32.1
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.3
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





35


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacity and on the dates indicated.





File
Number 000-50654


ICON
Capital Corp.


Manager
of the Registrant





May
15, 2009





/s/Mark Gatto___


Mark
Gatto


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer)








May
15, 2009





/s/Michael A.
Reisner___


Michael
A. Reisner


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer)








May
15, 2009





/s/Anthony J.
Branca__


Anthony
J. Branca


Chief
Financial Officer


(Principal
Accounting and Financial Officer)






36