**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-K/A**


**(Amendment
      No. 2)**





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





year
                ended
            **December
                31, 2005**


or


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





Commission_File_Number_
            **000-50217**








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





**Delaware**
            **13-4183234**(State
                or other jurisdiction of incorporation
                or organization)
            (I.R.S.
                Employer Identification
                Number)





**100
                Fifth Avenue, 4****th****Floor, New York, New York**
            **10011**(Address
                of principal executive offices)
            (Zip
                Code)





Registrant's_telephone_number,_including_area_code_
            **(212)
                418-4700**





Securities
      registered pursuant to Section 12(b) of the Act: **None**





Securities
      registered pursuant to Section 12(g) of the Act: **Limited
      Liability Company Shares**





Indicate
      by check mark whether the registrant is a well-known seasoned issuer, as defined
      in Rule 405 of the Security Act. [
      ] Yes
      [x] No





Indicate
      by check mark whether the registrant is not required to file reports pursuant
      to
      Section 13 or Section 15(d) of the Act. [
      ] Yes
      [x] No





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





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the
      best of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any
      amendment to this Form 10-K. [x]
      Yes [
      ] No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of ‘‘accelerated
      filer and large accelerated filer’’ in Rule 12b-2 of the Exchange
      Act.    Large accelerated filer [
      ]    Accelerated filer [
      ]   Non-accelerated filer [x]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


[
      ] Yes
      [x] No





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and asked price of such common equity, as of
      the
      last day of the registrant’s most recently completed second fiscal quarter: **Not
      applicable.** There is
      no established market for shares of the registrant.





Number
      of
      limited liability company shares of the registrant outstanding on December
      31,
      2006 is 98,102.





**Documents
      Incorporated by Reference**





None.











**Explanatory
      Note**





ICON
        Income
        Fund Nine, LLC (the “Registrant”) is filing this Amendment No. 2 (the
“Amendment”) to its Annual Report on Form 10-K for the year ended December 31,
        2005, filed with the Securities and Exchange Commission on November 14, 2006,
        as
        amended to date (the “Original Filing”) for the following purposes: (1) Amend
        Item 8 - Consolidated Financial Statements to include a conformed signature
        that
        was inadvertently omitted from the Report of Independent Auditors included
        with
        the Consolidated Financial Statements. Other than the insertion of the conformed
        signature, there have been no changes to the Consolidated Financial Statements.
        This Amendment contains the complete text of Item 8. (2) Revise disclosure
        under
        Item 9A. - Controls and Procedures, the complete text of which is contained
        herein. (3) Amend Item 15 - Exhibits, the complete text of which is contained
        herein, to include the financial statements of ICON Aircraft 126 LLC, which
        were
        not able to be timely completed and included in the Original Filing. Except
        as
        discussed in this Explanatory Note, no other changes have been made to the
        Original Filing.














**PART
                II****Item
                8. Consolidated Financial Statements****Index
                to Consolidated Financial Statements**
            **Page**Report
                of Independent Registered Public Accounting Firm
            2Consolidated
                Balance Sheets at December 31, 2005 and 2004
            3Consolidated
                Statements of Operations for the Years EndedDecember
                31, 2005, 2004 and 2003
            5Consolidated
                Statement of Changes in Members’ Equity for theYears
                Ended December 31, 2003, 2004 and 2005
            6Consolidated
                Statements of Cash Flows for the Years EndedDecember
                31, 2005, 2004 and 2003
            7Notes
                to Consolidated Financial Statements
            9







1











The
        Members
 ICON
        Income Fund Nine, LLC





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





We
      have
      audited the accompanying consolidated balance sheets of ICON Income Fund Nine,
      LLC (a Delaware limited liability company) and subsidiaries as of December
      31,
      2005 and 2004 and the related consolidated statements of operations, changes
      in
      members’ equity, and cash flows for each of the three years in the period ended
      December 31, 2005. These consolidated financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these consolidated financial statements based on our
      audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits provide
      a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of ICON Income Fund Nine,
      LLC
      and subsidiaries as of December 31, 2005 and 2004, and the results of
      their operations and their cash flows for each of the three years in the period
      ended December 31, 2005, in conformity with accounting principles generally
      accepted in the United States of America.











/s/
      Hays
& Company LLP





October
      31, 2006


New
      York,
      New York










2











ICON
                Income Fund Nine, LLC(A
                Delaware Limited Liability Company)Consolidated
                Balance SheetsDecember
                31,ASSETS2005
            
            2004Cash
                and cash equivalents
            
            $
            2,237,797
            
            $
            3,449,768Investments
                in finance leases:Minimum
                rents receivable
            
            
            11,895,122
            
            
            19,125,597Estimated
                unguaranteed residual values
            
            
            1,753,811
            
            
            1,753,811Initial
                direct costs, net
            
            
            124,284
            
            
            250,475Unearned
                income
            
            
            (1,256,271
            )
            
            (2,575,125
            )Net
                investments in finance leases
            
            
            12,516,946
            
            
            18,554,758Investments
                in operating leases:Equipment,
                at cost
            
            
            195,639,121
            
            
            198,825,080Accumulated
                depreciation
            
            
            (70,791,992
            )
            
            (49,595,834
            )Net
                investments in operating leases
            
            
            124,847,129
            
            
            149,229,246Investments
                in joint ventures
            
            
            5,473,170
            
            
            5,770,341Investments
                in unguaranteed residual values
            
            
            3,339,010
            
            
            4,440,907Interest
                rate swap contracts
            
            
            720,458
            
            
            268,496Due
                from Manager and affiliates
            
            
            136,760
            
            
            250,698Other
                assets, net
            
            
            2,364,289
            
            
            2,136,241Total
                assets
            
            $
            151,635,559
            
            $
            184,100,455









See
              accompanying notes to consolidated financial statements





3








ICON
                Income Fund Nine, LLC(A
                Delaware Limited Liability Company)Consolidated
                Balance SheetsDecember
                31,LIABILITIES
                AND MEMBERS' EQUITY2005
            
            2004Notes
                payable - non-recourse
            
            $
            93,247,942
            
            $
            117,261,455Notes
                payable - recourse
            
            
            4,535,000
            
            
            -Accrued
                expenses and other liabilities
            
            
            653,581
            
            
            454,363Deferred
                rental income
            
            
            269,184
            
            
            671,928Due
                to Manager and affiliates
            
            
            196,673
            
            
            677,187Minority
                interest
            
            
            189,926
            
            
            579,719Total
                liabilities
            
            
            99,092,306
            
            
            119,644,652Commitments
                and contingenciesMembers'
                equity:Manager
                (one share outstanding, $1,000 per shareoriginal
                issue price)
            
            
            (336,081
            )
            
            (219,016
            )Additional
                Members (98,144 and 98,348shares
                outstanding, $1,000 per share original issue price)
            
            
            52,924,519
            
            
            64,674,819Accumulated
                other comprehensive income
            
            
            (45,185
            )
            
            -Total
                members' equity
            
            
            52,543,253
            
            
            64,455,803Total
                liabilities and members' equity
            
            $
            151,635,559
            
            $
            184,100,455







See
                accompanying notes to consolidated financial statements


4








ICON
                Income Fund Nine, LLC(A
                Delaware Limited Liability Company)Consolidated
                Statements of OperationsYears
                Ended December 31,2005
            
            2004
            
            2003Revenue:Rental
                income
            
            $
            28,816,933
            
            $
            31,111,650
            
            $
            33,814,372Finance
                income
            
            
            1,318,855
            
            
            1,656,960
            
            
            746,514Income
                from investments in joint ventures
            
            
            345,661
            
            
            425,066
            
            
            197,986Net
                loss on sale of equipment
            
            
            (301,052
            )
            
            (65,074
            )
            
            (2,753
            )Interest
                and other income
            
            
            169,070
            
            
            111,714
            
            
            225,937Total
                revenue
            
            
            30,349,467
            
            
            33,240,316
            
            
            34,982,056Expenses:Depreciation
                and amortization
            
            
            21,328,939
            
            
            22,968,907
            
            
            24,843,250Interest
            
            
            5,653,467
            
            
            6,170,420
            
            
            7,716,000Management
                fees - Manager
            
            
            2,131,445
            
            
            2,109,282
            
            
            1,897,722Administrative
                expense reimbursements - Manager
            
            
            647,534
            
            
            1,139,479
            
            
            834,089General
                and administrative
            
            
            596,519
            
            
            528,722
            
            
            346,080Impairment
                loss
            
            
            3,182,485
            
            
            236,003
            
            
            -Minority
                interest
            
            
            (413,794
            )
            
            105,271
            
            
            138,752Total
                expenses
            
            
            33,126,595
            
            
            33,258,084
            
            
            35,775,893Net
                loss
            
            $
            (2,777,128
            )
            $
            (17,768
            )
            $
            (793,837
            )Net
                loss allocable to:Additional
                Members
            
            
            (2,749,357
            )
            
            (17,590
            )
            
            (785,899
            )Manager
            
            
            (27,771
            )
            
            (178
            )
            
            (7,938
            )$
            (2,777,128
            )
            $
            (17,768
            )
            $
            (793,837
            )Weighted
                average number of Additional Members'shares
                outstanding
            
            
            98,215
            
            
            98,695
            
            
            90,813Net
                loss per weighted average AdditionalMembers'
                share
            
            $
            (27.99
            )
            $
            (0.18
            )
            $
            (8.65
            )







See
                accompanying notes to consolidated financial statements




5








ICON
                Income Fund Nine, LLC(A
                Delaware Limited Liability Company)Consolidated
                Statement of Changes in Members' EquityYears
                Ended December 31, 2003, 2004 and 2005Accumulated
                Other
            
            TotalAdditional
                Member
            
            Additional
            
            
            
            Comprehensive
            
            Members'Shares
            
            Members
            
            Manager
            
            Income
                (Loss)
            
            EquityBalance,
                January 1, 2003
            
            
            57,930
            
            $
            46,379,318
            
            $
            (40,800
            )
            $
            -
            
            
            46,338,518Proceeds
                from issuance of additional
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -members'
                shares
            
            
            41,736
            
            
            41,736,480
            
            
            -
            
            
            -
            
            
            41,736,480Sales
                and offering expenses
            
            
            -
            
            
            (4,781,018
            )
            
            -
            
            
            -
            
            
            (4,781,018
            )Cash
                distributions to members
            
            
            -
            
            
            (7,955,313
            )
            
            (80,356
            )
            
            -
            
            
            (8,035,669
            )Additional
                members' shares redeemed
            
            
            (675
            )
            
            (621,526
            )
            
            -
            
            
            -
            
            
            (621,526
            )Net
                loss
            
            
            -
            
            
            (785,899
            )
            
            (7,938
            )
            
            -
            
            
            (793,837
            )Balance,
                December 31, 2003
            
            
            98,991
            
            
            73,972,042
            
            
            (129,094
            )
            
            -
            
            
            73,842,948Cash
                distributions to members
            
            
            -
            
            
            (8,758,942
            )
            
            (89,744
            )
            
            -
            
            
            (8,848,686
            )Additional
                members' shares redeemed
            
            
            (643
            )
            
            (520,691
            )
            
            -
            
            
            -
            
            
            (520,691
            )Net
                loss
            
            
            -
            
            
            (17,590
            )
            
            (178
            )
            
            -
            
            
            (17,768
            )Balance,
                December 31, 2004
            
            
            98,348
            
            
            64,674,819
            
            
            (219,016
            )
            
            -
            
            
            64,455,803Cash
                distributions to members
            
            
            -
            
            
            (8,840,105
            )
            
            (89,294
            )
            
            -
            
            
            (8,929,399
            )Additional
                members' shares redeemed
            
            
            (204
            )
            
            (160,838
            )
            
            -
            
            
            -
            
            
            (160,838
            )Foreign
                currency translation adjustment
            
            
            
            
            
            
            
            
            
            
            
            (45,185
            )
            
            (45,185
            )Net
                income
            
            
            -
            
            
            (2,749,357
            )
            
            (27,771
            )
            
            -
            
            
            (2,777,128
            )Balance,
                December 31, 2005
            
            
            98,144
            
            $
            52,924,519
            
            $
            (336,081
            )
            $
            (45,185
            )
            $
            52,543,253






See
                accompanying notes to consolidated financial statements


6








ICON
                Income Fund Nine, LLC(A
                Delaware Limited Liability Company)Consolidated
                Statements of Cash FlowsYears
                Ended December 31,2005
            
            2004
            
            2003Cash
                flows from operating activitiesNet
                loss
            
            $
            (2,777,128
            )
            $
            (17,768
            )
            
            (793,837
            )Adjustments
                to reconcile net loss to net cashprovided
                by operating activities:Rental
                income paid directly to lenders by lessees
            
            
            (26,690,121
            )
            
            (29,914,946
            )
            
            (30,407,300
            )Finance
                income
            
            
            (1,318,854
            )
            
            (1,656,960
            )
            
            (746,514
            )Income
                from investments in joint ventures
            
            
            (345,662
            )
            
            (425,066
            )
            
            (197,986
            )Net
                loss on sale of equipment
            
            
            301,052
            
            
            65,074
            
            
            2,753Depreciation
                and amortization
            
            
            21,328,939
            
            
            22,968,907
            
            
            24,843,250Interest
                expense on non-recourse financing paid directlyto
                lenders by lessees
            
            
            5,918,949
            
            
            6,826,076
            
            
            7,915,380Change
                in fair value of interest rate swap contracts
            
            
            (451,962
            )
            
            (743,044
            )
            
            (313,261
            )Impairment
                loss
            
            
            3,182,485
            
            
            236,003
            
            
            -Minority
                interest in joint ventures
            
            
            (413,794
            )
            
            105,271
            
            
            138,752Changes
                in operating assets and liabilities:Collection
                of principal - non-financed receivables
            
            
            5,185,643
            
            
            4,392,885
            
            
            2,392,613Due
                to/from Manager and affiliates
            
            
            208,151
            
            
            919,796
            
            
            (388,000
            )Other
                assets, net
            
            
            (258,520
            )
            
            160,981
            
            
            231,467Accrued
                expenses and other liabilities
            
            
            199,218
            
            
            193,988
            
            
            (9,778
            )Deferred
                income
            
            
            44,119
            
            
            99,432
            
            
            (889,791
            )Net
                cash provided by operating activities
            
            
            4,112,515
            
            
            3,210,629
            
            
            1,777,748Cash
                flows from investing activities:Investment
                in operating leases and direct finance leases
            
            
            (574,727
            )
            
            (2,823,323
            )
            
            (19,341,779
            )Investment
                in joint ventures
            
            
            -
            
            
            (1,521,571
            )
            
            (389,519
            )Investment
                in unguaranteed residual values
            
            
            -
            
            
            -
            
            
            (4,454,003
            )Proceeds
                from sales of equipment
            
            
            800,845
            
            
            296,009
            
            
            554,407Loans
                and advances to affiliate
            
            
            (1,500,000
            )
            
            (650,000
            )
            
            -Distributions
                to minority interest in joint venture
            
            
            -
            
            
            (925,108
            )
            
            (1,250,558
            )Distributions
                received from joint ventures
            
            
            657,446
            
            
            580,954
            
            
            -Net
                cash used in investing activities
            
            
            (616,436
            )
            
            (5,043,039
            )
            
            (24,881,452
            )Cash
                flows from financing activities:Cash
                distributions paid to members
            
            
            (8,929,399
            )
            
            (8,848,686
            )
            
            (8,035,669
            )Proceeds
                from recourse borrowings
            
            
            4,535,000
            
            
            -
            
            
            -Issuance
                of additional membership shares net of offering expenses
            
            
            -
            
            
            -
            
            
            36,955,462Fiancing
                costs paid
            
            
            (107,628
            )
            
            -
            
            
            -Cash
                paid for additional members' shares redeemed
            
            
            (160,838
            )
            
            (520,691
            )
            
            (621,526
            )Net
                cash (used in) provided by financing activities
            
            
            (4,662,865
            )
            
            (9,369,377
            )
            
            28,298,267Effects
                of exchange rates on cash and cash equivalents
            
            
            (45,185
            )
            
            -
            
            
            -Net
                (decrease) increase in cash and cash equivalents
            
            
            (1,211,971
            )
            
            (11,201,787
            )
            
            5,194,563Cash
                and cash equivalents, beginning of the period
            
            
            3,449,768
            
            
            14,651,555
            
            
            9,456,992Cash
                and cash equivalents, end of the period
            
            $
            2,237,797
            
            $
            3,449,768
            
            $
            14,651,555






See
                accompanying notes to consolidated financial statements


7





ICON
                Income Fund Nine, LLC(A
                Delaware Limited Liability Company)Consolidated
                Statements of Cash FlowsYears
                Ended December 31,2005
            
            2004
            
            2003Supplemental
                disclosure of cash flow information:Cash
                paid during the period for interest
            
            $
            159,800
            
            $
            87,388
            
            $
            91,559Supplemental
                disclosure of non-cash investing and financing activities:Non-cash
                portion of equipment purchased with non-recourse debt
            
            $
            -
            
            $
            7,979,500
            
            $
            -Principal
                and interest paid on non-recourse notes payablepaid
                directly to lenders by lessees
            
            $
            29,655,779
            
            $
            32,007,317
            
            $
            30,407,300Other
                Assets acquired from affiliate in exchangefor
                amounts owed
            
            $
            755,000
            
            $
            650,000
            
            $
            -Interest
                in Finance Lease acquired from affiliate inexchange
                for amounts owed
            
            $
            745,000
            
            $
            -
            
            $
            -






See
                accompanying notes to consolidated financial statements


8




ICON
                Income Fund Nine, LLC
              (A
                Delaware limited Liability Company)
              Notes
                To Consolidated Financial Statements
              December
                31, 2005, 2004 and 2003






(1)  Organization





ICON
      Income Fund Nine, LLC (the “LLC”) was formed on July 11, 2001 as a Delaware
      limited liability company. The LLC
      is engaged in one business segment, the business of 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, 2020,
      unless terminated sooner.





The
      principal objective of the LLC 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 of leases and financing transactions; (ii) makes monthly
      cash distributions to its members
      commencing with each member's admission to the LLC, continuing through the
      reinvestment period, which period the LLC expects will end no later than the
      eighth anniversary after the final closing date but may be extended for an
      additional three years at the discretion of the Manager; (iii) re-invests
      substantially all undistributed cash from operations and cash from sales of
      equipment and financing transactions during the reinvestment period; and (iv)
      after the reinvestment period, which is known as the liquidation period, the
      LLC
      will dispose of its investments and distribute the cash from sales of such
      investments to its members.





The
      Manager of the LLC is ICON Capital Corp. (the “Manager”), a Connecticut
      corporation. The Manager manages and controls the business affairs of the LLC's
      equipment leases and financing transactions under the terms of the limited
      liability company agreement with the LLC (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
      was offering membership interests with the intention of raising up to
      $100,000,000 of capital from additional members. The LLC commenced business
      operations on its initial closing date, December 18, 2001, when it admitted 1,250 membership interests, representing $1,249,910 of capital contributions. Between
      December 19, 2001 and April
      30,
      2003 ,
      the
      final closing date, the LLC admitted an additional 98,416 membership interests,
      representing $98,403,564 of capital contributions bringing the total membership
      interests to 99,666 representing $99,653,474 of capital contributions. Through
      December 31, 2005, the LLC redeemed 1,522 additional membership interests,
      leaving 98,144 additional membership interests outstanding at December 31,
      2005.





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 members and 1% to the Manager until each
      member has received cash distributions and liquidation proceeds sufficient
      to
      reduce their adjusted capital contribution account to zero and has received,
      in
      addition, other distributions and allocations which would provide an 8% per
      year
      cumulative return on their outstanding adjusted capital contribution account.
      After such time, the distributions will be allocated 90% to the members and
      10%
      to the Manager.





The
      LLC
      is currently in its “reinvestment” period, wherein the LLC seeks to purchase
      equipment from time to time through April 29, 2008. The reinvestment period
      may
      be extended for an additional three years at the discretion of the Manager.
      After the reinvestment period, the LLC will then begin to dispose of its assets
      in the ordinary course of business during a time frame called the “liquidation
      period.” If the Manager believes it would be beneficial to reinvest the cash
      flow in equipment during the liquidation period, the LLC may do so.





9




ICON
                  Income Fund Nine, LLC
                (A
                  Delaware limited Liability Company)
                Notes
                  To Consolidated Financial Statements
                December
                  31, 2005, 2004 and 2003





(2)  Summary
      of Significant Accounting Policies





Consolidation
      and Minority Interest





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





The
      LLC
      accounts for its noncontrolling interests in joint ventures where the LLC has
      influence on financial and operational matters, generally greater than 5% and
      less than 50% 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 reduced for distributions.
      All of the LLC's investments in joint ventures are subject to its impairment
      review policies.




In
      joint
      ventures where the LLC's ownership interest is majority owned, minority interest
      represents the minority owner's proportionate share of its equity in the joint
      venture. The minority interest is adjusted for the minority owner's share of
      the
      earnings, losses and distributions of the joint venture.





Cash
      and
      Cash Equivalents





Cash
      and
      cash equivalents include cash in banks and highly liquid investments with
      original maturity dates of three months or less when purchased.





Concentration
      of Credit Risk




Concentrations
      of credit risk with respect to lessees are dispersed across different industry
      segments within the United States of America and throughout the world;
      accordingly the LLC is exposed to business and economic risk. Although the
      LLC
      does not currently foresee a concentrated credit risk associated with these
      lessees, lease payments are dependent upon the financial stability of the
      segments in which they operate.





Allowance
      for Doubtful Accounts




When
      evaluating the adequacy of the allowance for doubtful accounts, the LLC
      estimates uncollectibility of receivables by analyzing lessee concentrations,
      credit worthiness and current economic trends. The LLC records an allowance
      for
      doubtful accounts when the analysis indicates that the probability of full
      collection is unlikely.





Investments
      in Operating Leases





Investments
      in operating leases are stated at cost less accumulated depreciation.
      Depreciation is being provided for using the straight-line method over the
      term
      of the related equipment lease to its estimated residual value at lease end.
      Upon the final disposition of the equipment, the cost and related accumulated
      depreciation are removed from the accounts and the resulting gain or loss is
      reflected in the consolidated statement of operations. Revenues from operating
      leases are recognized on a straight line basis over the lives of the related
      leases.





10




ICON
                  Income Fund Nine, LLC
                (A
                  Delaware limited Liability Company)
                Notes
                  To Consolidated Financial Statements
                December
                  31, 2005, 2004 and 2003





(2)  Summary
      of Significant Accounting Policies - continued





Asset
      Impairments





The
      LLC's
      asset portfolio is periodically reviewed, at least annually, to determine
      whether events or changes in circumstances indicate that the carrying value
      of
      an asset may not be recoverable. An impairment loss is recognized only if the
      carrying amount of a long-lived asset is not recoverable and exceeds its fair
      value. If
      there
      is an indication of impairment, the LLC estimates the future cash flows
      (undiscounted and without interest charges) expected to result 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, an impairment loss is measured as the amount
      by which the carrying amount of a long-lived asset exceeds its fair
      value.





The
      events or changes in circumstances which 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 notes payable where the lessee
      remits their rental payments directly to the lender and the LLC does not recover
      its residual position until the non-recourse note payable is repaid in
      full.





Equipment
      Held for Sale or Lease





Equipment
      held for sale or lease is recorded at the lower of cost or estimated fair value
      less anticipated costs to sell and consists of equipment previously leased
      to
      end users which has been returned to the LLC following lease expiration.





Unguaranteed
      Residual Values





The
      LLC
      carries its investments in unguaranteed residual values at cost. The value
      is
      equal to or less than fair value, and is subject to the LLC's policy relating
      to
      impairment review.





Revenue
      Recognition





The
      LLC
      leases equipment to third parties which may be classified as either a finance
      lease or an operating lease, which is determined based upon the terms of each
      lease. Initial direct costs are capitalized and amortized over the term of
      the
      related lease for a finance lease. For an operating lease, the 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 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.





11




ICON
                  Income Fund Nine, LLC
                (A
                  Delaware limited Liability Company)
                Notes
                  To Consolidated Financial Statements
                December
                  31, 2005, 2004 and 2003








(2)  Summary
      of Significant Accounting Policies - continued





For
      operating leases, rental income is recognized on the straight line method over
      the lease term. Billed and uncollected operating lease receivables are included
      in other assets. Deferred income is the difference between the timing of the
      cash payments and the income recognized on a straight line basis.





Derivative
      Financial Instruments





When
      possible, the LLC uses derivative financial instruments to mitigate the variable
      cash flows associated with the LLC’s variable rate debt. All derivatives are
      recognized on the balance sheet at fair value. Certain derivatives, at
      inception, are designated as hedges and evaluated for effectiveness at least
      quarterly throughout the hedge period. These derivatives are designated as
      either (i) a hedge of the fair value of a recognized asset or liability or
      of an
      unrecognized firm commitment (a fair value hedge), or (ii) a hedge of a
      forecasted transaction or of the variability of cash flows to be received or
      paid related to a recognized asset or liability (a cash flow hedge). The LLC
      has
      only cash flow hedges at December 31, 2005.


****


The
      LLC
      records changes in the fair value of cash flow hedges, along with the changes
      in
      the fair value of the hedged asset or liability that is attributable to the
      hedged risk, in other comprehensive income, which is a component of members'
      equity. The gains or losses on these instruments are reclassified into earnings
      in the same line item associated with the forecasted transaction in the same
      period during which the hedged transaction affects earnings. Cash flows from
      cash flow hedges are classified in the same line item as the cash flows from
      the
      items being hedged.





The
      LLC
      formally documents all relationships between hedging instruments and hedged
      items, as well as the risk-management objective and strategy for undertaking
      various hedge transactions. This process includes linking all derivatives that
      are designated as fair value or cash flow hedges to specific assets and
      liabilities on the balance sheet or to specific firm commitments or forecasted
      transactions.





When
      possible, the LLC manages its exposure to interest rate risk by obtaining fixed
      rate debt. The fixed rate debt is structured so as to match the cash flows
      required to service the debt to the payment streams under fixed rate lease
      receivables. The LLC may finance leases with a floating interest rate and it
      is
      therefore exposed to interest rate risk until fixed rate financing is arranged.
      To hedge its variable interest rate risk, the LLC may enter into interest rate
      swap contracts that will effectively convert the underlying floating interest
      rates to a fixed interest rate. SFAS 133 requires that
      derivative financial instruments used for hedging must be specifically matched
      with the underlying exposures to an outside third party and documented
      contemporaneously to qualify for hedge accounting treatment. Management has
      determined that the LLC did not meet the contemporaneous documentation
      requirements to meet the hedging requirements with respect to the interest
      rate
      swap contracts entered into in 2002.





The
      LLC
      carries all derivative financial instruments on the consolidated balance sheet
      at fair value. The
      LLC
      designates derivative financial instruments as either a hedge or a derivative
      instrument. For hedging instruments, at inception of the transaction, these
      instruments and their hedging relationship are identified, designated and
      documented. Once the hedge relationship is established the effective portion
      of
      the hedge is recorded on the consolidated balance sheet as a component of
      members’ equity, accumulated other comprehensive income, while the ineffective





12




ICON
                  Income Fund Nine, LLC
                (A
                  Delaware limited Liability Company)
                Notes
                  To Consolidated Financial Statements
                December
                  31, 2005, 2004 and 2003





(2)  Summary
      of Significant Accounting Policies - continued





portion,
      if any, is recognized as an expense in our consolidated statements of
      operations. The
      LLC
      assesses, both at inception of the transaction and on a quarterly basis, whether
      the derivative financial instruments used in hedging transactions are highly
      effective in offsetting changes in the cash flows of hedged items.





For
      derivative financial instruments not designated as hedge instruments, realized
      and unrealized changes in fair value are recognized into the LLC’s earnings in
      the period in which the changes occur or when such instruments are
      settled.


****


The
      LLC
      assesses, both at the hedge’s inception and on an ongoing basis, whether the
      derivative financial instruments used in hedging transactions are highly
      effective in offsetting changes in the cash flows of hedged items.





Share
      Redemption





The
      LLC
      may, at its discretion, redeem shares from a limited number of its additional
      members, as provided for in its LLC Agreement. The redemption price for any
      shares approved for redemption is based upon a formula, as defined in the LLC
      Agreement. Members are required to hold their shares for at least one year
      before redemptions will be permitted.





Per
      Share
      Data





Net
      loss
      and distributions per share are based upon the weighted average number of
      additional member shares outstanding during the year.





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 individual 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.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and the disclosure of contingent assets and liabilities as of the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Significant estimates primarily include
      the allowance for doubtful accounts, impairments, depreciation and amortization
      and unguaranteed residual values. Actual results could differ from those
      estimates.





Recent
      Accounting Pronouncements





On
      June
      1, 2005, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards (“SFAS”) No. 154 “ *Accounting
      Changes and Error Corrections* ”
(“SFAS





13




ICON
                  Income Fund Nine, LLC
                (A
                  Delaware limited Liability Company)
                Notes
                  To Consolidated Financial Statements
                December
                  31, 2005, 2004 and 2003








(2)  Summary
      of Significant Accounting Policies - continued





154”)
      which replaces Accounting Principles Board Opinion No. 20, “ *Accounting
      Changes”* (“APB
      20”) and SFAS No. 3, “ *Reporting
      Accounting Changes in Interim Financial Statements,”* and
      changes the requirements for the accounting for and reporting of a change in
      accounting principle. SFAS 154 requires retrospective application to prior
      periods’ financial statements of a voluntary change in accounting principle
      unless it is impracticable. APB 20 previously required that most voluntary
      changes in accounting principle be recognized by including in net income of
      the
      period of the change the cumulative effect of changing to the new accounting
      principle. The LLC does not expect the adoption of SFAS 154 to have an impact
      on
      its consolidated financial position or results of operations.





In
      April
      2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155,
“Accounting for Certain Financial Instruments” (“SFAS 155”), and amendment to
      SFAS 133 and SFAS 140. SFAS 155 addresses
      what had been characterized as a temporary exemption from the application of
      the
      bifurcation requirements of SFAS 133 to beneficial interests in securitized
      financial assets. The
      adoption of SFAS 155 did not have any impact on the LLC’s results of operations
      or financial condition.





In
      September 2006, The Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards (“SFAS”) No. 157 “Accounting for Fair Value
      Measurements” (“SFAS 157”). SFAS 157 establishes a separate framework for
      determining fair values of assets and liabilities that are required by other
      authoritative GAAP pronouncements to be measured at fair value. In addition,
      SFAS 157 incorporates and clarifies the guidance in FASB Concepts Statement
      (CON) 7 regarding the use of present value techniques in measuring fair value.
      SFAS 157 is effective for financial statements with fiscal years beginning
      after
      November 15, 2007. The Manager is currently evaluating the impact of this
      pronouncement but does not currently believe it will have a material impact
      on
      the financial statements.





Reclassifications





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





(3)  Investments
      in Finance Leases





On
      March
      28, 2005, ICON Cash Flow Partners L.P. Seven (“L.P. Seven”), an affiliated
      entity, assigned its entire 50% interest in a lease with EKA Chemicals, Inc.
      (“EKA”) to the LLC for $745,000. This assignment was made in order for L.P.
      Seven to repay its outstanding debt obligation to the LLC as required by the
      contribution agreement with Comerica Bank (See Note 8). This amount represented
      L.P. Seven’s fair value of its interest in the EKA lease on March 28, 2005 based
      upon expected future cash flows. At December 31, 2005, the LLC received the
      full
      payment of $745,000 from EKA.





During
      March 2004, the LLC acquired computer equipment and corresponding parts on
      lease
      to Insight Investments Corporation through November 2006 for approximately
      $3,036,000, consisting of approximately $74,000 in cash and the assumption
      of
      approximately $2,962,000 of non-recourse debt. The
      non-recourse debt has monthly payments of approximately $95,000, accrues
      interest at 4.5% per year and matures in December 2006. The lender has a
      security interest in the computer





14




ICON
                  Income Fund Nine, LLC
                (A
                  Delaware limited Liability Company)
                Notes
                  To Consolidated Financial Statements
                December
                  31, 2005, 2004 and 2003








(3)  Investments
      in Finance Leases - continued





equipment
      and an assignment of the rental payments under the lease. The
      outstanding balance of the non-recourse debt at December 31, 2005 was
      $1,119,957. The Manager was paid acquisition fees of approximately $91,000
      relating to this transaction.





During
      March 2004, the LLC acquired additional computer equipment and corresponding
      parts on lease to Insight Investments Corporation through November 2006 for
      approximately $1,751,000, consisting of approximately $43,000 in cash and the
      assumption of approximately $1,708,000 of non-recourse debt. The
      non-recourse debt has monthly payments of approximately $55,000, accrues
      interest at 5.36% per year and matures in December 2006. The lender has a
      security interest in the computer equipment and an assignment of the rental
      payments under the lease. The
      outstanding balance of the non-recourse debt at December 31, 2005 was $650,768.
      The Manager was paid acquisition fees of approximately $53,000 relating to
      this
      transaction.





During
      March 2004, the LLC acquired various pieces of computer equipment consisting
      of
      DMX hard drives, Brocade 12000 Directors with 128 usable ports and associated
      hardware on lease to Insight Investments Corporation through December 2007
      for
      approximately $3,392,000, consisting of approximately $83,000 in cash and the
      assumption of approximately $3,309,000 of non-recourse debt. The
      non-recourse debt has monthly payments of approximately $82,000, accrues
      interest at 5.87% per year and matures in December 2007. The lender has a
      security interest in the computer equipment and an assignment of the rental
      payments under the lease. The
      outstanding balance of the non-recourse debt at December 31, 2005 was
      $1,855,702. The Manager was paid acquisition fees of approximately $102,000
      relating to this transaction.





During
      May 2003, the LLC acquired lathes, presses and robotic manufacturing equipment
      on lease to Metaldyne Corporation through December 2009 for approximately
      $2,412,000 in cash. The Manager was paid an acquisition fee of approximately
      $72,000 relating to this transaction. During March 2006, the equipment on lease
      to Metaldyne Corporation was sold for approximately $1,985,000 in cash and
      the
      LLC recognized a gain of approximately $356,000.





Non-cancelable
      minimum annual amounts due on investments in finance leases are as follows
      at
      December 31, 2005:





Years
                  EndingDecember
                  31,2006
              
              
              
              $
                  7,227,2312007
              
              
              
              $
                  3,450,9242008
              
              
              
              $
                  803,4512009
              
              
              
              $
                  413,516







15




ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(4)  Investments
      in Operating Leases





Investments
      in operating leases consist of the following at December 31, 2005 and
      2004:





2005
            
            2004Aircraft
            
            $
            93,978,544
            
            $
            97,161,029Cargo
                vessels
            
            
            75,664,671
            
            
            75,664,671Co-generation
                facility
            
            
            15,787,934
            
            
            15,787,934Railcars
            
            
            5,631,436
            
            
            5,631,436Material
                handling, telecommunication and computer equipment
            
            
            4,576,536
            
            
            4,580,010195,639,121
            
            
            198,825,080Accumulated
                depreciation
            
            
            (70,791,992
            )
            
            (49,595,834
            )$
            124,847,129
            
            $
            149,229,246





During
      September 2002, the LLC and ICON Income Fund Eight B L.P. (“Fund Eight B”)
      formed ICON Aircraft 46835 LLC (“ICON 46835”) for the purpose of acquiring an
      investment in a McDonnell Douglas DC-10-30F aircraft on lease to Federal Express
      Corporation (“FedEx”) until March 31, 2007. The LLC paid approximately
      $2,550,000 for its investment in ICON 46835. The LLC and Fund Eight B have
      ownership interests of 85% and 15% respectively. The LLC accounts for its
      interest in this aircraft as an operating lease. The Manager was paid an
      acquisition fee totaling approximately $759,000 relating to this transaction,
      of
      which the LLC paid approximately $645,000.





At
      December 31, 2005, the Manager determined, based upon an independent third
      party
      appraisal that indicated the aircraft may be impaired due to a slower than
      expected recovery in the air transportation industry, to record an impairment
      loss of approximately $3,182,000 on ICON 46835 to more closely approximate
      the
      adjusted book value to the current fair value of the aircraft.





During
      December 2004, the LLC acquired four Noritsu QSS 3011 digital mini-labs on
      lease
      to Rite Aid Corporation through November 2008 for approximately $399,000 in
      cash. The Manager was paid acquisition fees of approximately $12,000 relating
      to
      this transaction.





During
      December 2004, the LLC acquired a Mitel Networks 3340 Global Branch Office
      Solution Phone System on lease to CompUSA, Inc. through December 2008 for
      approximately $173,000 in cash.  The
      Manager was paid an acquisition fee of approximately $5,000 relating to this
      transaction.





During
      December 2004, the LLC acquired from Varilease Technology Finance Group, Inc.
      a
      portfolio of medical equipment subject to two leases that expire in December
      2008 for approximately $2,046,000 in cash. The Manager waived its acquisition
      fees on these transactions.





The
      LLC
      acquired three car and truck carrying vessels on
      bareboat charter to Wilhelmsen
      Lines Shipowning AS (“Wilhelmsen”) through December 22, 2008 for approximately $74,020,000,
      consisting of approximately $9,690,000 in cash and approximately $64,330,000
      of
      non-recourse debt (See Note 7). The lender has a security interest in the leased
      equipment and an assignment of the rental payments under the lease. The
      outstanding balance of the non-recourse debt at December 31, 2005, 2004 and
      2003
      was $31,678,411, $42,238,782 and $52,317,126, respectively. The Manager was
      paid
      an acquisition fee of approximately $2,221,000.





16


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(4)  Investments
      in Operating Leases - continued





Effective
      March 14, 2006, the LLC extended the terms of the bareboat charter with
      Wilhelmsen through December 22, 2013 and refinanced the related non-recourse
      debt. As part of the non-recourse debt refinancing, the LLC borrowed
      approximately $21,753,000 of additional non-recourse debt and expensed
      approximately $417,000 of loan origination costs associated with the original
      non-recourse debt. The principal amount of refinanced non-recourse debt is
      $51,000,000 and matures on December 22, 2013. The non-recourse debt has
      quarterly payments ranging from $450,000 to $800,000
      and accrues interest at the London Interbank Offered Rate (“LIBOR”) plus 1.50%
      per year. Simultaneously with the execution of the refinanced non-recourse
      debt
      the LLC entered into interest rate swap agreements to fix the interest rate
      at
      7.02% per year. The lender has a security interest in the leased equipment
      and
      an assignment of the rental payments under the lease. At September 30, 2006,
      the
      LLC accrued approximately $130,000 in legal fees which was capitalized to the
      cost of the asset.





The
      LLC
      acquired a 100% interest in an Airbus A340-313X aircraft (the “Aircraft”) on
      lease to Cathay through June 2006 for approximately $4,278,000 in cash and
      the
      assumption of approximately $64,791,000 of non-recourse debt. The
      non-recourse debt had monthly payments of approximately $695,000, accrued
      interest at 5.70% per year and was due on June 12, 2006 and required a balloon
      payment of approximately $44,250,000. The lender had a security interest in
      the
      leased equipment and an assignment of the rental payments under the lease.  The
      outstanding balance of the non-recourse debt at December 31, 2005 and 2004
      was
      $47,023,930 and $52,477,609, respectively. The
      Manager was paid an acquisition fee of approximately $2,078,000 relating to
      this
      transaction.





Effective
      June 7, 2006, the LLC entered into a lease extension with Cathay through
      December 1, 2011. Simultaneously with the lease extension, the owner trustee
      refinanced the non-recourse debt, which had an outstanding principal balance
      of
      $44,363,166. The refinanced non-recourse debt has monthly payments of
      approximately $545,000 through May 2010 and monthly payments of approximately
      $495,000 through December 2011 and accrues interest at LIBOR plus 0.80% per
      year. The refinanced non-recourse debt matures on December 1, 2011 and requires
      a balloon payment of approximately $11,550,000. The variable interest rate
      of
      the refinanced debt was fixed under the debt agreement effective August 1,
      2006
      at a rate of 6.85%. The lender has a security interest in the leased equipment
      and an assignment of the rental payments under the lease. At September 30,
      2006,
      the LLC accrued approximately $80,000 in legal fees which was capitalized to
      the
      cost of the asset.





The
      LLC
      and Fund Eight B formed ICON/Kenilworth LLC (“Kenilworth”) for the purpose of
      acquiring a natural gas-fired 25MW co-generation facility (the “Kenilworth
      Facility”) on lease to Schering-Plough until July 1, 2004, which was
      subsequently extended through July 1, 2009. The LLC paid approximately
      $7,989,500 for its investment in Kenilworth. The LLC and Fund Eight B had
      ownership interests of 95% and 5%, respectively. The Manager was paid an
      acquisition fee totaling approximately $460,000 relating to this transaction,
      of
      which the LLC paid approximately $437,000.





Kenilworth
      acquired the Kenilworth Facility subject to the lease for a total cost of
      approximately $15,328,000, consisting of approximately $8,410,000 in cash and
      non-recourse debt of approximately $6,918,000. The non-recourse debt was
      comprised of senior and junior non-recourse debt. The senior debt was
      approximately $6,679,000, had quarterly payments of approximately $938,000,
      accrued interest at 10.61% per year and matured on July 1, 2004. The junior
      debt
      was approximately





17


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(4)
            Investments
                in Operating Leases - continued





$239,000,
      had quarterly payments of approximately $39,000, accrued interest at 9.86%
      per
      year and matured on July 1, 2004. The outstanding balance of both the senior
      and
      junior non-recourse debt was fully repaid at the end of the base lease term
      in
      July 2004.





On
      December 1, 2004, Fund Eight B transferred its entire 5% ownership interest
      in
      Kenilworth to the LLC in exchange for a 25.87% interest in ICON SPK 2023-A
      LLC
      (“SPK 2023-A”). The Manager determined the fair value of the Kenilworth interest
      and the SPK 2023-A interest was approximately
      $488,000 and was based upon its knowledge of current market conditions and
      a
      recent appraisal received for Kenilworth.





On
      April
      20, 2006, the Kenilworth Facility was sold to a third party for approximately
      $4,800,000 in cash. The LLC incurred a loss of approximately $2,600,000 on
      the
      sale of this equipment.





Non-cancelable
      minimum annual rental amounts receivable from operating leases, including recent
      lease extensions, are as follows:





Years
                EndingDecember
                31,2006
            
            
            
            $
                31,557,7242007
            
            
            
            $
                26,868,7332008
            
            
            
            $
                16,407,5072009
            
            
            
            $
                16,770,9152010
            
            
            
            $
                15,445,772





(5)  Joint
      Ventures





The
      LLC
      and certain of its affiliates, entities also managed by the Manager, formed
      the
      six joint ventures, discussed below, for the purpose of acquiring and managing
      various leased equipment. The LLC and these affiliates have substantially
      identical investment objectives and participate on identical terms and
      conditions. The LLC and the other joint venture members have a right of first
      refusal to purchase the equipment, on a pro-rata basis, if any of the other
      joint venture members desire to sell their interests in the equipment or joint
      venture.





The
      joint
      venture described below is majority owned and consolidated with the
      LLC.





ICON
      Aircraft 46835 LLC





During
      September 2002, the LLC and ICON Income Fund Eight B L.P. (“Fund Eight B”)
      formed ICON Aircraft 46835 LLC (“ICON 46835”) for the purpose of acquiring an
      investment in a McDonnell Douglas DC-10-30F aircraft on lease to Federal Express
      Corporation (“FedEx”) until March 31, 2007. The LLC paid approximately
      $2,550,000 for its investment in ICON 46835. The LLC and Fund Eight B have
      ownership interests of 85% and 15% respectively. The LLC accounts for its
      interest in this aircraft as an operating lease. The Manager was paid an
      acquisition fee totaling approximately $759,000 relating to this transaction,
      of
      which the LLC paid approximately $645,000.





ICON
      46835 acquired the aircraft subject to the lease for a total cost of
      approximately $25,292,000, consisting of approximately $3,000,000 in cash and
      non-recourse debt of approximately





18


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(5)  Joint
      Ventures - continued





$22,292,000.
      The non-recourse debt has semi-annual payments of approximately $2,708,000,
      accrues interest at 4.04% per year and is due on March 31, 2007. The lender
      has
      a security interest in the aircraft and an assignment of the rental payments
      under the lease. The outstanding balance of the non-recourse debt at December
      31, 2005 and 2004 was $7,882,892 and $12,883,340, respectively.





At
      December 31, 2005, the Manager determined, based upon an independent third
      party
      appraisal that the aircraft may be impaired due to a slower than expected
      recovery in the air transportation industry, to record an impairment loss for
      approximately $3,182,000 to more closely approximate the adjusted book value
      to
      the current fair value of the aircraft.





The
      four
      joint ventures described below are minority owned by the LLC and accounted
      for
      under the equity method.





ICON
      SPK
      2023-A, LLC





The
      LLC
      and Fund Eight B formed SPK 2023-A for the purpose of acquiring and managing
      a
      portfolio of equipment leases consisting of material handling, telecommunication
      and computer equipment. The LLC
      paid approximately $3,952,500 for its investment in SPK 2023-A. The LLC
      and Fund Eight B had ownership interests of 51% and 49%,
      respectively.





SPK
      2023-A completed the transaction, with a total cost of approximately $7,750,000
      in cash. SPK 2023-A acquired a portfolio of 32 leases, of which 13 remain active
      at December 31, 2005, with lease expiration dates at various dates through
      April
      2008. The Manager was paid an acquisition fee totaling approximately $233,000
      relating to this transaction, of which the LLC paid approximately $119,000.





On
      December 1, 2004, the LLC transferred 25.87% of its ownership interest in SPK
      2023-A to Fund Eight B in exchange for Fund Eight B’s entire 5% ownership
      interest in Kenilworth (see above). The LLC and Fund Eight B entered into this
      transaction in order to minimize the New Jersey State income tax obligations
      of
      Fund Eight B. After the exchange, the LLC has a 25.13% ownership interest in
      SPK
      2023-A and had a 100% ownership interest in Kenilworth. The Manager computed the
      fair value of the Kenilworth interest and the SPK 2023-A interest based upon
      its
      knowledge of current market conditions and a recent appraisal received for
      Kenilworth.





The
      LLC
      had consolidated the financial position and results of operations of SPK 2023-A
      for the eleven months ended November 30, 2004.













19


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(5)  Joint
      Ventures - continued





Information
      as to the unaudited financial position and results of operations of SPK 2023-A
      at December 31, 2005 and 2004 and for the years ended December 31, 2005. 2004
      are summarized below:





(Unaudited)December
                31,2005
            
            2004Assets
            
            $
            1,342,862
            
            $
            2,242,714Liabilities
            
            $
            207,302
            
            $
            492,904Equity
            
            $
            1,135,560
            
            $
            1,749,810LLC's
                share of equity
            
            $
            285,366
            
            $
            439,727





(Unaudited)Years
                Ended December 31,2005
            
            2004
                (1)Net
                income
            
            $
            570,750
            
            $
            207,179LLC's
                share of net income
            
            $
            143,435
            
            $
            15,955Distributions
            
            $
            1,185,000
            
            $
            2,075,158LLC's
                share of distributions
            
            $
            297,790
            
            $
            102,000Revised
                equity interest
            
            $
            -
            
            $
            474,025(1)
                The LLC’s share of operations and distributions is for the one
                monthended
                December 31, 2004.








ICON
      GeicJV





On
      March
      31, 2004, the LLC along with ICON Income Fund Ten, LLC (“Fund Ten”) formed a
      joint venture, ICON GeicJV LLC (“ICON GeicJV”), for the purpose of purchasing
      information technology equipment subject to a lease with Government Employees
      Insurance Company until March 31, 2007. The LLC paid approximately $1,522,000
      for its investment in ICON GeicJV. The LLC and Fund Ten have ownership interests
      of 26% and 74%, respectively. On April 30, 2004, ICON GeicJV acquired the
      technology equipment subject to the lease for a total cost of approximately
      $5,853,000 in cash. The LLC
      paid the Manager an acquisition fee totaling approximately $46,000 relating
      to
      this transaction.













20


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(5)  Joint
      Ventures - continued





Information
      as to the unaudited financial position and results of operations of ICON GeicJV
      at December 31, 2005 and 2004 and for the years ended December 31, 2005 and
      2004
      are summarized below:


(Unaudited)December
                31,2005
            
            2004Assets
            
            $
            2,932,499
            
            $
            4,600,898Liabilities
            
            $
            7,029
            
            $
            462,820Equity
            
            $
            2,925,470
            
            $
            4,138,078LLC's
                share of equity
            
            $
            760,622
            
            $
            1,075,900





(Unaudited)Period
                From(Unaudited)
            
            April
                30, 2004Year
                Ended
            
            ThroughDecember
                31,
            
            December
                31,2005
            
            2004Net
                income
            
            $
            170,681
            
            $
            128,010LLC's
                share of net income
            
            $
            44,377
            
            $
            33,283Distributions
            
            $
            1,383,289
            
            $
            1,842,130LLC's
                share of distributions
            
            $
            359,655
            
            $
            478,954








ICON
      Aircraft 47820 LLC





The
      LLC
      and Fund Eight B formed ICON Aircraft 47820 LLC (“ICON 47820”) for the purpose
      of acquiring an investment in a McDonnell Douglas DC 10-30F aircraft on lease
      to
      FedEx until March 31, 2007. The LLC
      paid approximately $390,000 for its investment in ICON 47820. The LLC
      and Fund Eight B have ownership interests of 10% and 90%,
      respectively.





ICON
      47820 acquired the aircraft subject to the lease for a total cost of
      approximately $27,288,000, consisting of approximately $3,077,000 in cash and
      non-recourse debt of approximately $24,211,000. The lender has a security
      interest in the aircraft and an assignment of the rental payments under the
      lease. The Manager was paid an acquisition fee totaling approximately $819,000
      relating to this transaction, of which the LLC paid approximately
      $82,000.





At
      December 31, 2005, the Manager determined, based upon an independent third
      party
      appraisal that indicated the aircraft may be impaired and a slower than expected
      recovery in the air transportation industry, to record an impairment loss for
      approximately $3,626,000 to more closely approximate the adjusted book value
      to
      the current fair value of the aircraft. The LLC’s share of the impairment loss,
      which is reflected in income from investments in joint ventures on the
      accompanying consolidated statement of operations, is approximately
      $362,600.











21


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(5)
            Joint
                Ventures - continued





Information
      as to the unaudited financial position and results of operations of ICON 47820
      at December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004
      and 2003 are summarized below:





(Unaudited)December
                31,2005
            
            2004Assets
            
            $
            9,200,036
            
            $
            18,221,235Liabilities
            
            $
            7,859,366
            
            $
            13,936,501Equity
            
            $
            1,340,670
            
            $
            4,284,734LLC's
                share of equity
            
            $
            134,067
            
            $
            428,473





(Unaudited)Years
                Ended December 31,2005
            
            2004
            
            2003Net
                income (loss)
            
            $
            (2,944,064
            )
            $
            442,085
            
            $
            (52,544
            )LLC's
                share of net income (loss)
            
            $
            (294,406
            )
            $
            44,209
            
            $
            (5,254
            )




ICON
      Aircraft 126 LLC





During
      February 2002, the LLC along with Fund Eight B, formed ICON Aircraft 126 LLC
      (“ICON 126”) for the purpose of acquiring all of the outstanding shares of Delta
      Aircraft Leasing Limited (“D.A.L.”), a Cayman Islands registered company, which
      owns, through an Owner Trust, an Airbus A340-313X aircraft which is on lease
      to
      Cathay Pacific Airways Limited (“Cathay”) through March 2006 and has been
      extended until July 1, 2011. The LLC and Fund Eight B each have ownership
      interests of 50% in ICON 126. ICON 126 consolidates the financial position
      and
      operations of D.A.L. in its consolidated financial statements.





Simultaneously
      with the lease extension, ICON 126 refinanced the non-recourse debt associated
      with the aircraft that was scheduled to mature on March 27, 2006 and required
      a
      balloon payment of approximately $52,850,000. ICON 126 established, under the
      original lease, a reserve account totaling $582,509, which was used to reduce
      the balloon payment to $52,267,491. ICON 126 refinanced $52,267,491, which
      accrues interest at LIBOR plus 1.165%, matures on July 1, 2011 and requires
      a
      balloon payment of approximately $32,000,000. The variable interest rate of
      the
      refinanced debt was fixed at 6.104% under the terms of the debt agreement on
      September 29, 2006, effective October 3, 2006.





ICON
      126
      has a commitment with respect to its Cathay aircraft to pay 50% of the
      maintenance overhaul costs, which were incurred on or prior to March 27, 2006.
      ICON 126 had established a maintenance reserve cash account, which totaled
      approximately $1,354,000, to pay for its portion of these costs. This account
      was funded in accordance with the terms of the original lease. This account
      was
      funded in accordance with the terms of the lease. The maintenance reserve cash
      account totaled approximately $1,188,000 at December 31, 2005.





During
      September 30, 2006, approximately $1,150,000 was paid for the maintenance costs.
      The excess cash remaining of approximately $228,000, which includes interest
      accreted in the amount of





22


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(5)  Joint
      Ventures - continued





approximately
      $27,000 through September 30, 2006, will be used to pay down the principal
      balance of the related non-recourse debt.





Information
      as to the unaudited financial position and results of operations of ICON 126
      at
      December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004
      and
      2003 are summarized below:


(Unaudited)December
                31,2005
            
            2004Assets
            
            $
            62,811,686
            
            $
            66,651,934Liabilities
            
            $
            54,140,314
            
            $
            58,885,070Equity
            
            $
            8,671,372
            
            $
            7,766,864LLC's
                share of equity
            
            $
            4,335,686
            
            $
            3,883,432





(Unaudited)Years
                Ended December 31,2005
            
            2004
            
            2003Net
                income
            
            $
            904,508
            
            $
            626,126
            
            $
            406,480LLC's
                share of net income
            
            $
            452,254
            
            $
            313,063
            
            $
            203,240




ICON
      Global Crossing II, LLC





On
      September 28, 2006, the LLC along with Fund Ten, an affiliate of the Manager,
      formed ICON Global Crossing II, LLC (“Global Crossing II”), with original
      ownership interests of approximately 17% and 83%, respectively. The total
      capital contributions made to ICON Global Crossing II were approximately
      $12,044,000 of which the LLC’s share was approximately $2,000,000. Acquisition
      fees, payable to the Manager, in the amount of $60,000 were accrued at September
      30, 2006.





Simultaneously,
      Global Crossing II purchased state-of-the-art telecommunications equipment
      for
      $12,043,793. This equipment is subject to a lease with Global Crossing
      Telecommunications, Inc. and Global Crossing North American Networks, Inc.
      (collectively, “Global Crossing”).





On
      October 31, 2006, ICON Leasing Fund Eleven, LLC (“Fund Eleven”), also an
      affiliate of the Manager, made a capital contribution of $1,840,866 to Global
      Crossing II. The contribution changed the ownership interests for the LLC,
      Fund
      Ten and Fund Eleven at October 31, 2006 to 14.40%, 72.34% and 13.26%,
      respectively. The additional contribution was also used to purchase
      state-of-the-art telecommunications equipment subject to a lease with Global
      Crossing. The term of the lease is for 48 months beginning on November 1,
      2006.





(6)  Investment
      in Unguaranteed Residual Values





The
      LLC
      entered into an agreement with Summit Asset Management (a United Kingdom based
      company) to acquire a 90% interest in the unguaranteed residual values of
      manufacturing and technology equipment on lease to various lessees located
      in
      the United Kingdom for approximately $4,454,000 in cash. The LLC’s investment
      return is contingent upon the residual value of the equipment after repayment
      of
      debt. The Manager was paid an acquisition fee of approximately $1,131,000
      related to this transaction.





23


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(6)  Investment
      in Unguaranteed Residual Values - continued





At
      December 31, 2005, the LLC received approximately $801,000 in proceeds for
      the
      sale of various pieces of equipment and recognized a loss of approximately
      $301,000 on the sale.





Additionally,
      the LLC received approximately $117,000 in renewal income which is classified
      as
      other income on the accompanying consolidated statements of
      operations.





During
      2004, the LLC capitalized approximately $127,000 in legal fees and received
      approximately $141,000 in disposal proceeds, which was applied against the
      carrying value of the unguaranteed residual.





(7)  Notes
      Payable - Non-recourse





The
      LLC
      acquired three car and truck carrying vessels (the “Vessels”) on bareboat
      charter to Wilhelmsen Lines through September 2008 for cash and non-recourse
      debt (See Note 4). The non-recourse debt accrues interest at LIBOR plus 1.79% per year (6.33% per
      year
      at December 31, 2005). The notes mature in September 2008. Simultaneously with
      the acquisition of the vessels and the assumption of debt, the LLC entered
      into
      three identical interest rate swap contracts, each having a notional amount
      of
      $21,443,255, with Fortis Bank. The LLC entered into these agreements in order
      to
      effectively fix the variable interest rate on the non-recourse debt. The
      interest rate swap contracts have a fixed interest rate of 4.85% per year.
      The
      lender has a security interest in the Vessels and an assignment of the rental
      payments under the lease.





Along
      with the execution of the refinanced non-recourse debt pertaining to Wilhelmsen,
      the LLC entered into interest rate swap agreements to fix the interest rate
      at
      7.02% per year. The
      LLC
      accounts for its interest on the non-recourse debt swap contracts in accordance
      with Statement of Financial Accounting Standards No. 133, as amended, and
      recorded an asset at December 31, 2005 and 2004 of $720,458 and $268,496,
      respectively.





The
      LLC
      accounts for its interest rate swap contracts in accordance with SFAS No. 133,
      as amended. The Manager did not contemporaneously identify these interest rate
      swap contracts as hedging instruments and is accounting for these derivatives
      at
      fair value. Accordingly the change in fair value is recognized in earnings
      in
      the period of change.





For
      the
      year ended December 31, 2003, the fair value of the interest rate swap contracts
      was recorded as a liability of $474,548 and the LLC accordingly increased
      interest expense by $313,261 for the year ended December 31, 2003. At December
      31, 2004, the fair value of the interest rate swaps was recorded as an asset
      of
      $268,496 and the LLC reduced interest expense by $743,044 for the year ended
      December 31, 2004. At December 31, 2005, the fair value of the interest rate
      swaps was recorded as an asset of $720,458 and the LLC reduced interest expense
      by $451,962 for the year ended December 31, 2005.





The
      lease
      extension entered into with Cathay effective June 7, 2006, and lasting through
      December 1, 2011, was also refinanced by the owner trustee. The non-recourse
      debt, which had a then outstanding principal balance of $44,363,166, was
      refinanced and the non-recourse debt now has monthly payments of approximately
      $545,000 through May 2010 and monthly payments of approximately $495,000 through
      December 2011 and accrued interest at LIBOR plus 0.80% per year. The refinanced
      non-recourse debt matures on December 1, 2011 and requires a balloon payment
      of





24


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(7)  Notes
      Payable - Non-recourse - continued





approximately
      $11,550,000. The variable interest rate of the refinanced debt was fixed under
      the debt agreement effective August 1, 2006 at a rate of 6.85%. The lender
      has a
      security interest in the leased equipment and an assignment of the rental
      payments under the lease.





As
      discussed in Notes 3 and 4, the LLC has non-recourse notes outstanding in
      connection with various lease acquisitions.





The
      aggregate maturities of notes payable - non recourse, including the effects
      of
      refinancing discussed above, consist of the following at December 31,
      2005:





Years
                EndingDecember
                31,2006
            
            
            
            $
                22,334,2052007
            
            
            
            $
                17,913,8072008
            
            
            
            $
                15,340,7662009
            
            
            
            $
                11,815,7262010
            
            
            
            $
                10,048,038Thereafter
            
            
            
            $
                33,236,832$
                110,689,374





(8)  Note
      Payable - Recourse





On
      August
      31, 2005, the LLC, together with certain of its affiliates (entities sponsored
      and organized by the Manager), Fund Eight B, Fund Ten and Fund Eleven
      (collectively, the “Borrowers”) entered into a Commercial Loan Agreement (the
“Agreement”), with California Bank & Trust (the “Lender”). The Agreement
      provides for a revolving line of credit of up to $17,000,000 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
      Agreement. Each of the Borrowers is jointly and severally liable for all amounts
      borrowed under the Facility. Amounts available under the Facility are subject
      to
      a borrowing base that is determined, subject to certain limitations, based
      on
      the present value of the future receivables under certain lease agreements
      in
      which the Borrowers have a beneficial interest. The interest rate on any
      advances made under the Facility is the Lender’s prime rate plus 0.25% per year.
      In accordance with the Agreement, the Borrowers may elect to have up to five
      separate advances under the Facility each made at the rate at which United
      States dollar deposits can be acquired by the Lender in the London Interbank
      Eurocurrency Market, plus 2.75% per year. The Facility expires on August 31,
      2007 unless renewed by the Borrowers for an additional one year term, in the
      sole discretion of the Lender. The LLC paid a loan origination fee of $39,535
      which is being amortized over the term of the Facility and is included in other
      assets in the accompanying balance sheet.





In
      accordance with the terms and conditions of the Agreement, the Borrowers are
      required to comply with certain financial covenants, including, a minimum debt
      coverage ratio, a tangible net worth covenant, a leverage ratio and a minimum
      liquidity covenant. The Borrowers are in compliance with these covenants at
      December 31, 2005. The Agreement prohibits the Borrowers from declaring or
      paying any distribution to investors if such a payment would cause the Borrowers
      to become non-compliant with the financial covenants in the
      Agreement.





25


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(8)  Note
      Payable - Recourse - continued





In
      addition, on August 31, 2005, the Borrowers entered into a Contribution
      Agreement (the “Contribution Agreement”), pursuant to which the Borrowers have
      agreed to certain restrictions on the amounts and terms of their respective
      borrowings under the Facility in order to minimize the risk that a Borrower
      would be unable to repay its portion of the outstanding obligations under the
      Facility at any time. These restrictions include, but are not limited to,
      borrowing in excess of the lesser of (a) an amount each Borrower could
      reasonably expect to repay in one year from its projected cash flow, or (b)
      the
      greater of (i) the borrowing base, as defined in the Agreement, as applied
      to
      such Borrower and (ii) 50% of the net worth of such Borrower. The Contribution
      Agreement also provides that, in the event a Borrower pays an amount under
      the
      Contribution Agreement in excess of its share of the total obligations under
      the
      Facility, whether by reason of an event of default or otherwise, the other
      Borrowers will immediately make a contribution payment to such Borrower and
      in
      such amount that the aggregate amount paid by each Borrower reflects its
      allocable share of the aggregate obligations under the Facility. The Borrowers'
      obligations to each other under the Contribution Agreement are collateralized
      by
      a subordinate lien on the assets of each Borrower.





Under
      the
      terms of the Agreement, the Borrowers are required to maintain a cash reserve
      with the Lender representing 20% of all outstanding advances plus all pending
      advances. Fund Eleven has established
      an interest bearing cash account with the Lender totaling $907,000 at December
      31, 2005, which satisfies the Lender’s cash reserve requirement.





On
      September 7, 2005, certain of the Borrowers were advanced approximately
      $10,200,000 under the Facility, which amount was used to completely repay all
      of
      the outstanding indebtedness owed by certain of the Borrowers and their
      affiliates under a line of credit agreement with Comerica Bank.





The
      line
      of credit agreement with Comerica Bank was subsequently terminated and the
      Borrowers entered into a new line of credit agreement with California Bank
&
Trust.





Aggregate
      borrowings by all Borrowers under the Facility amounted to $4,535,000 at
      December 31, 2005, which represented the LLC’s borrowings at December 31, 2005.
      During May 2006 all advances under the facility were repaid.





(9)  Transactions
      with Related Parties





The
      LLC
      has entered into certain agreements with its Manager and ICON Securities Corp.,
      a wholly-owned subsidiary of the Manager, whereby the LLC pays certain fees
      and
      reimbursements to these parties. ICON Securities Corp. was entitled to receive
      a
      2% underwriting fee from the gross proceeds from sales of shares to the
      additional members.





In
      accordance with the terms of these agreements, the LLC pays or paid the Manager
      (i) management fees ranging from 1% to 7% based on a percentage of the rentals
      recognized either directly by the LLC or through its joint ventures, (ii)
      acquisition fees, through the reinvestment period, of 3% calculated based on
      the
      gross value of the LLC’s acquisition transactions and (iii) organization and
      offering expenses, ranging from 1.5% to 3.5%, from the gross proceeds from
      the
      sale of shares to additional members, as defined in the agreement. In addition,
      the Manager is reimbursed for administrative expenses incurred in connection
      with the LLC’s operations.








26


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(9)  Transactions
      with Related Parties - continued





The
      total
      compensation that the Manager and ICON Securities Corp. may earn, not including
      management fees and administrative expense reimbursements, is limited to 13.5%
      of gross offering proceeds up to the first $25,000,000 raised, 12.5% of gross
      offering proceeds from $25,000,001 to $50,000,000 and 11.5% of gross offering
      proceeds from $50,000,001 to $100,000,000.





Management
      fees relate to certain services relating to the management of the LLC’s
      equipment leasing activities performed by the Manager. Such services include
      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, liaison 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 and are necessary
      to
      the LLC’s operations.  These costs include the Manager’s 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.





The
      Manager also has a 1% interest in the LLC’s profits, losses and distributions.
      The LLC paid distributions to the Manager of $89,294, $89,744 and $80,356 for
      the years ended December 31, 2005, 2004 and 2003, respectively. Additionally,
      the Manager’s interest in the LLC’s net loss was $27,771, $178 and $7,938 for
      the years ended December 31, 2005, 2004 and 2003, respectively.





Fees
      and
      other expenses paid or accrued by the LLC to the Manager or its affiliates
      for
      the years ended December 31, 2005, 2004 and 2003, were as follows:





Entity
            
            Capacity
            
            Compensation
            
            2005
            
            2004
            
            2003ICON
                Capital Corp.
            
            Manager
            Organization
              andoffering
              expenses (1)
            
            $
            -
            
            $
            -
            
            $
            626,083ICON
                Securities Corp.
            
            Managing
              broker-dealer
            Underwriting
              fees (1)
            
            $
            -
            
            $
            -
            
            $
            834,777ICON
                Capital Corp.
            
            Manager
            Acquisition
              fees (2)
            
            $
            -
            
            $
            51,632
            
            $
            1,776,676ICON
                Capital Corp.
            
            Manager
            Management
              fees (3)
            
            $
            2,131,445
            
            $
            2,109,282
            
            $
            1,897,722ICON
                Capital Corp.
            
            Manager
            Administrative
              fees (3)
            
            $
            647,534
            
            $
            1,139,479
            
            $
            834,089(1)
                Amount charged directly to members equity.(2)
                Amount charged to other assets and amortized to operations over the
                life
                of the related acquisition.(3)
                Amount charged to operations.





At
      December 31, 2005, the LLC is due $136,760, of which $100,000 is due from two
      affiliates, $75,000 from Fund Eight B and $25,000 from ICON 126, for the initial
      deposits relating to the establishment of maintenance reserves. The LLC
      anticipates receiving the $75,000 from Fund Eight B during November 2006.
      Additionally the LLC is due $36,760 from ICON 126 for legal fees paid in
      association with the lease extension and refinancing of the aircraft. The LLC
      will receive the $25,000 and $36,760 from ICON 126 at lease expiration when
      the
      aircraft is sold.





At
      December 31, 2005 the LLC owes to its affiliates $196,673 of which approximately
      $108,000 is due to the Manager for administrative expense reimbursements in
      the
      amount of approximately





27


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(9)  Transactions
      with Related Parties - continued





$66,000,
      approximately $17,000 in management fees and $25,000 for legal fees paid on
      the
      LLC’s behalf in connection with the lease extensions and refinancings discussed
      above. Approximately $88,000 is due to Fund Eight B for distributions and rental
      payments received on its behalf.





At
      December 31, 2004, the LLC was due $250,698 from its affiliates consisting
      of
      $92,753 from a joint venture for prior year advances, $32,945 due from ICON
      Receivables 1998-A LLC, an affiliate of the Manager, for rents collected on
      the
      LLC's behalf, and $25,000 due from L.P. Seven. The LLC was due $100,000 from
      two
      affiliates, $75,000 from Fund Eight B and $25,000 from ICON 126, for the initial
      deposits relating to the establishment of maintenance reserves.





The
      LLC
      had a payable of $677,187 due to its Manager and affiliates at December 31,
      2004
      comprised of $102,460 due to the Manager relating to administrative expense
      reimbursements and $574,727 due to Fund
      Ten
      for the assignment of leased equipment purchased in December 2004.





As
      discussed in Notes 3, and 13, the LLC was assigned certain other assets during
      2004 and 2005 and an ownership interest in a direct finance lease during 2005
      from L.P. Seven as repayment for amounts paid by the LLC on behalf of L.P.
      Seven
      under the terms of the line of credit with Comerica Bank (See Note
      8).





(10)  Fair
      Value of Financial Instruments





Fair
      value information with respect to the LLC's leased assets and liabilities is
      not
      separately provided since (i) Statement of Financial Accounting Standards
      (“SFAS”) No. 107, “Disclosures About Fair Values of Financial Instruments,” does
      not require fair value disclosures of lease arrangements and (ii) the carrying
      value of financial assets, other than lease related investments, and the
      recorded value of recourse notes payable approximates fair value due to their
      short-term maturities and variable interest rates. The fair value of the LLC’s
      non-recourse debt, estimated based upon the interest rate available from the
      LLC’s recourse lender at December 31, 2005, 2004 and 2003 are approximately
      $83,829,000, $100,780,000 and $113,179,000, respectively.





(11)  Concentrations





The
      LLC's
      cash and cash equivalents are held principally at two financial institutions
      and
      at times may exceed insured limits. The LLC has
      placed these funds in high quality institutions in order to minimize the
      risk.





For
      the
      year ended December 31, 2005, the LLC had three lessees that accounted for
      approximately 86% of its rental and finance income. For the year ended December
      31, 2004, the LLC had three lessees which accounted for approximately 81% of
      its
      rental and finance income. For the year ended December 31, 2003, the LLC had
      four lessees that accounted for approximately 89% of its rental and finance
      income.







28


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(12)  Other
      Comprehensive Income (Loss)





For
      the
      years ended December 31, 2005, 2004 and 2003, other comprehensive loss consists
      of the following:


2005
            
            2004
            
            2003Net
                loss
            
            $
            (2,777,128
            )
            $
            (17,768
            )
            $
            (793,837
            )Other
                comprehensive income:Foreign
                currency translation adjustment
            
            
            45,185
            
            
            -
            
            
            -Comprehensive
                loss
            
            $
            (2,731,943
            )
            $
            (17,768
            )
            $
            (793,837
            )





(13)  Commitments
      and Contingencies





The
      LLC
      has entered into remarketing and residual sharing agreements with third parties.
      In connection with these agreements, remarketing and residual proceeds received
      in excess of specific amounts will be shared with these third parties based
      on
      specific formulas.





The
      LLC
      has a commitment in regards to its 100% owned Cathay aircraft to pay 50% of
      the
      maintenance overhaul costs, which were incurred during 2006. The total estimated
      costs for this overhaul are approximately $1,300,000. At September 30, 2006
      we
      have accrued a liability in the amount of $1,100,000 for these.





On
      February 23, 2005, L.P. Seven assigned to the LLC 3.02% of its rights to the
      profits, losses, and cash flows from its limited partnership interest in an
      entity that owns a 100% interest in a mobile offshore drilling rig. L.P. Seven
      assigned the rights to the LLC as repayment of its $755,000 outstanding debt
      obligation pursuant a contribution agreement that the LLC entered into with
      some
      of its affiliates in connection with the line of credit agreement the LLC had
      with Comerica Bank. This assignment increased the LLC’s rights to the profits,
      losses, and cash flows from L.P. Seven’s limited partnership interest from
      2.60%, which were assigned to the LLC in November 2004, to 5.62%. The repayment
      amount represented the Manager’s estimated fair value of L.P. Seven's interest
      in the mobile offshore drilling rig at February 23, 2005. The fair value of
      the
      mobile offshore drilling rig was determined using an independent third party
      appraisal and cash flow analysis.





On
      November 24, 2004, L.P. Seven assigned to the LLC 2.60% of its rights to the
      profits, losses, and cash flows from its limited partnership interest in an
      entity that owns a 100% interest in a mobile offshore drilling rig that is
      subject to lease with Rowan Companies, Inc. L.P. Seven assigned the rights
      to
      the LLC as repayment of its $650,000 outstanding debt obligation pursuant a
      contribution agreement that the LLC entered into with some of its affiliates
      in
      connection with the line of credit agreement the LLC had with Comerica Bank.
      The
      repayment amount represented the Manager’s estimated fair value of L.P. Seven's
      interest in the mobile offshore drilling rig at November 24, 2004. The fair
      value of the mobile offshore drilling rig was determined using an independent
      third party appraisal and cash flow analysis.





At
      September 30, 2006, the LLC received approximately $253,000 in cash
      distributions, from its limited partnership interest.











29


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(14)  Income
      Taxes (Unaudited)





The
      LLC
      is treated as a partnership for Federal income tax purposes and as such no
      provision for income taxes has been recorded by the LLC since the liability
      for
      such taxes is the responsibility of each of the individual member 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 taxes of the members.





At
      December 31, 2005, 2004 and 2003, the members’ capital accounts included in the
      consolidated financial statements totaled $52,543,253, $64,455,803 and
      $73,842,948, respectively. The members’ capital for Federal income tax purposes
      at December 31, 2005, 2004 and 2003 totaled $71,837,442, $87,008,303 and
      $86,910,435 (unaudited), respectively. The difference arises primarily from
      sales and offering expense reported as a reduction in the additional members’
capital accounts for financial reporting purposes but not for Federal income
      tax
      reporting purposes and differences in depreciation and amortization between
      financial reporting purposes and Federal income tax purposes.





The
      following table reconciles net loss for consolidated financial statement
      reporting purposes to the loss for Federal income tax purposes as
      follows:





Years
                Ended December 31,2005
            
            2004
            
            2003Net
                loss per consolidated financial statements
            
            $
            (2,777,128
            )
            $
            (17,768
            )
            $
            (793,837
            )Direct
                finance leases
            
            
            6,034,568
            
            
            4,994,525
            
            
            1,646,099Depreciation
                expense
            
            
            1,207,259
            
            
            1,466,952
            
            
            5,047,682Interest
                expense - consolidating joint venture
            
            
            (5,298,044
            )
            
            3,200,132
            
            
            3,498,228Loss
                on sale of equipment
            
            
            -
            
            
            9,829
            
            
            27,121Rent
                - consolidating joint venture
            
            
            4,962,772
            
            
            (8,367,308
            )
            
            (8,316,900
            )Tax
                gain from joint venture
            
            
            997,361
            
            
            (612,505
            )
            
            (3,031,139
            )Change
                in valuation of interest swap contracts
            
            
            (451,962
            )
            
            (743,044
            )
            
            (313,261
            )Other
            
            
            (1,161,517
            )
            
            (105,203
            )
            
            638,467Net
                income (loss) for Federal income tax purposes
            
            $
            3,513,309
            
            $
            (174,390
            )
            $
            (1,597,540
            )





(15)  Share
      Redemptions





The
      Manager consented to the LLC redeeming 204, 643 and 675 member shares for the
      years ended December 31, 2005, 2004 and 2003, respectively. The redemption
      amounts are calculated according to a specified redemption formula in accordance
      with the LLC Agreement. Redeemed shares have no voting rights and do not share
      in distributions. The LLC Agreement limits the number of shares which can be
      redeemed in any one year and redeemed shares may not be reissued. Redeemed
      member shares are accounted for as a reduction from members'
      equity.










30


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(16)  Geographic
      Information





Geographic
      information for revenue, based on the country of origin, and long-lived assets,
      which include finance leases, operating leases, net of accumulated depreciation,
      investments in joint ventures and investments in unguaranteed residual values
      at
      December 31, 2005, 2004 and 2003 and for the years then ended are as
      follows:





Year
                Ended December 31, 2005United
            
            United
            
            
            
            SouthStates
            
            Kingdom
            
            Norway
            
            East
                Asia
            
            TotalRevenue:Rental
                income
            
            $
            8,642,014
            
            $
            -
            
            $
            11,862,855
            
            $
            8,312,064
            
            $
            28,816,933Finance
                income
            
            
            1,001,015
            
            
            -
            
            
            -
            
            
            317,840
            
            
            1,318,855Income
                from investments in joint ventures
            
            
            (106,593
            )
            
            -
            
            
            -
            
            
            452,254
            
            
            345,661$
            9,536,436
            
            $
            -
            
            $
            11,862,855
            
            $
            9,082,158
            
            $
            30,481,449






At
                  December 31, 2005United
              
              United
              
              
              
              SouthStates
              
              Kingdom
              
              Norway
              
              East
                  Asia
              
              TotalLong-lived
                  assets:Investments
                  in finance leases:Minimum
                  rents receivable
              
              $
              9,904,586
              
              $
              -
              
              $
              -
              
              $
              1,990,536
              
              $
              11,895,122Estimated
                  unguaranteed residual values
              
              
              1,302,239
              
              
              -
              
              
              -
              
              
              451,572
              
              
              1,753,811Initial
                  direct costs, net
              
              
              96,205
              
              
              -
              
              
              -
              
              
              28,079
              
              
              124,284Unearned
                  income
              
              
              (1,010,270
              )
              
              -
              
              
              -
              
              
              (246,001
              )
              
              (1,256,271
              )$
              10,292,760
              
              $
              -
              
              $
              -
              
              $
              2,224,186
              
              $
              12,516,946Investments
                  in operating leases, net
              
              $
              22,981,533
              
              $
              -
              
              $
              47,221,733
              
              $
              54,643,863
              
              $
              124,847,129Investments
                  in joint ventures
              
              $
              1,137,485
              
              $
              -
              
              $
              -
              
              $
              4,335,685
              
              $
              5,473,170Investments
                  in unguaranteed residual values
              
              $
              -
              
              $
              3,339,010
              
              $
              -
              
              $
              -
              
              $
              3,339,010











31


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(16)  Geographic
      Information - continued










Year
                Ended December 31, 2004United
            
            United
            
            
            
            SouthStates
            
            Kingdom
            
            Norway
            
            East
                Asia
            
            TotalRevenue:Rental
                income
            
            $
            10,466,551
            
            $
            -
            
            $
            12,277,792
            
            $
            8,367,307
            
            $
            31,111,650Finance
                income
            
            
            1,229,552
            
            
            -
            
            
            -
            
            
            427,408
            
            
            1,656,960Income
                from investments in joint ventures
            
            
            112,003
            
            
            -
            
            
            -
            
            
            313,063
            
            
            425,066$
            11,808,106
            
            $
            -
            
            $
            12,277,792
            
            $
            9,107,778
            
            $
            33,193,676








At
                December 31, 2004United
            
            United
            
            
            
            SouthStates
            
            Kingdom
            
            Norway
            
            East
                Asia
            
            TotalLong-lived
                assets:Investments
                in finance leases:Minimum
                rents receivable
            
            $
            15,808,029
            
            $
            -
            
            $
            -
            
            $
            3,317,568
            
            $
            19,125,597Estimated
                unguaranteed residual values
            
            
            1,302,239
            
            
            -
            
            
            -
            
            
            451,572
            
            
            1,753,811Initial
                direct costs, net
            
            
            186,120
            
            
            -
            
            
            -
            
            
            64,355
            
            
            250,475Unearned
                income
            
            
            (2,011,284
            )
            
            -
            
            
            -
            
            
            (563,841
            )
            
            (2,575,125
            )$
            15,285,104
            
            $
            -
            
            $
            -
            
            $
            3,269,654
            
            $
            18,554,758Investments
                in operating leases, net
            
            $
            33,830,945
            
            $
            -
            
            $
            55,968,081
            
            $
            59,430,220
            
            $
            149,229,246Investments
                in joint ventures
            
            $
            1,886,908
            
            $
            -
            
            $
            -
            
            $
            3,883,433
            
            $
            5,770,341Investments
                in unguaranteed residual values
            
            $
            -
            
            $
            4,440,907
            
            $
            -
            
            $
            -
            
            $
            4,440,907







32


ICON
                    Income Fund Nine, LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003








(17)  Selected
      Quarterly Financial Data (Unaudited)





The
      following table is a summary of selected financial data, by quarter, for the
      years ended December 31, 2005, 2004 and 2003:





Quarters
                Ended in 2005March
                31,
            
            June
                30,
            
            September
                30,
            
            December
                31,Revenue
            
            $
            7,742,669
            
            $
            7,639,457
            
            $
            7,594,030
            
            $
            7,373,311Net
                income (loss) allocable to additional members
            
            $
            323,836
            
            $
            (382,231
            )
            $
            292,624
            
            $
            (2,983,586
            )Net
                income (loss) per weighted averageadditional
                member shares
            
            $
            3.29
            
            $
            (3.89
            )
            $
            2.98
            
            $
            (30.37
            )





Quarters
                Ended in 2004March
                31,
            
            June
                30,
            
            September
                30,
            
            December
                31,Revenue
            
            $
            8,963,531
            
            $
            9,080,922
            
            $
            7,676,185
            
            $
            7,519,678Net
                income (loss) allocable to additional members
            
            $
            89,670
            
            $
            153,512
            
            $
            (440,576
            )
            $
            179,804Net
                (loss) income per weighted averageadditional
                member shares
            
            $
            0.91
            
            $
            1.55
            
            $
            (4.48
            )
            $
            1.84




Quarters
                Ended in 2003March
                31,
            
            June
                30,
            
            September
                30,
            
            December
                31,Revenue
            
            $
            8,748,027
            
            $
            8,746,486
            
            $
            8,950,551
            
            $
            8,536,992Net
                (loss) income allocable to additional members
            
            $
            (594,185
            )
            $
            (363,342
            )
            $
            (152,471
            )
            $
            324,099Net
                (loss) income per weighted averageadditional
                member shares
            
            $
            (8.76
            )
            $
            (3.76
            )
            $
            (1.54
            )
            $
            5.41














33








**Item
      9A. Controls and Procedures**





Evaluation
      of disclosure controls and procedures





Our
      Annual Report on Form 10-K for the year ended December 31, 2004 (the "2004
      10-K") included restated consolidated financial statements for the years ended
      December 31, 2003 and 2002 in order to correct our previously issued historical
      consolidated financial statements at December 31, 2003 and 2002 and for the
      years then ended, initially filed with the SEC on March 30, 2004 and March
      31,
      2003, respectively.





Our
      Manager carried out an evaluation, under the supervision and with the
      participation of the management of our Manager, including its Chief Executive
      Officer and its Principal Financial and Accounting 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. As part of their evaluation, they reviewed the
      circumstances surrounding the delay in filing the 2004 10-K and the restatement
      of our previously issued financial statements for the years ended December
      31,
      2002 and 2003. As we previously reported in our Current Report on Form 8-K
      dated
      May 18, 2006, we delayed the filing of the 2004 10-K, this Annual Report on
      Form
      10-K for the year ended December 31, 2005, and our Quarterly Reports on Form
      10-Q for the quarters ended March 31, 2005, June 30, 2005, September 30, 2005
      and March 31, 2006 pending completion by our accountants, Hays & Company
      LLP, of the re-audit of our 2002 financial statements that were previously
      audited by our prior accountants. After the completion of the re-audit of our
      2002 financial statements, we filed our 2004 10-K on July 19, 2006. On November
      13, 2006, we filed our Quarterly Reports on Form 10-Q for the quarters ended
      March 31, 2005, June 30, 2005 and September 30, 2005. We are now endeavoring
      to
      file the rest of our outstanding quarterly reports as soon as
      practicable.





While
      evaluating our Manager's disclosure controls and procedures, our Manager
      recognized that greater internal controls were needed to aid in a more thorough
      review and efficient closing of our financial statements, thereby requiring
      our
      Manager to hire additional skilled accounting staff to support the senior vice
      president of accounting hired by our Manager at the end of the third quarter
      of
      2004. Accordingly, our Manager hired two additional accounting staff members
      during 2005 that are certified public accountants and experienced with public
      reporting entities. Subsequently, in 2006, our Manager hired an additional
      accounting staff member who is a certified public accountant and is experienced
      with public reporting entities as well.





In
      our
      Manager’s continuing evaluation of its disclosure controls and procedures to
      determine their adequacy and effectiveness, our Manager’s Chief Executive
      Officer and Principal Financial and Accounting Officer concluded that our
      Manager’s disclosure controls and procedures were not effective as of December
      31, 2005 to ensure that the correct accounting treatment for certain
      transactions disclosed in the 2004 10-K which transactions were required to
      be
      disclosed by us in the reports that we file or submit under the Securities
      Exchange Act of 1934 were recorded, processed, summarized and reported within
      the time periods specified in the SEC’s rules and forms.





It
      should
      be noted that 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.





Our
      Manager's Chief Executive Officer and Principal Financial and Accounting Officer
      expect to remediate the weakness in disclosure controls and procedures that
      has
      to date prevented the outstanding quarterly reports from being timely filed
      upon
      the filing of such quarterly reports, which is expected in the first quarter
      of
      2007.











**Item
      15. Exhibits and Financial Statement Schedules**





(a)
            1.
                Financial Statements





See
      index
      to financial statements included as Item 8 to the Original Filing.





2.
      Financial Statement Schedules





Financial
      Statement Schedule II - Valuation and Qualifying Accounts is filed with the
      Original Filing. All other schedules, other than those listed above, have been
      omitted because they are not applicable or the information required to be set
      forth therein is included in the financial statements or notes thereto.





3.
      Exhibits:




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
                herein by reference to Exhibit 10.1 to ICON Income Fund Eight B’s
                Current Report on Form 8-K, dated August 31,
                2005).




31.1  Rule
      13a-14(a)/15d-14(a) certifications.





31.2  Rule
      13a-14(a)/15d-14(a) certifications.





32.1
            Certification
                pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.





32.2
            Certification
                pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.





(c)  Financial
      Statements of ICON Aircraft 126 LLC















**ICON
        Aircraft 126 LLC**
 **(A
        Delaware Limited Liability LLC)**
 
 **Consolidated
        Financial Statements**
 
 **December
        31, 2005, 2004 and 2003**
 
 (With
        Independent Auditor’s Report Thereon)
 
 
 
 
 
 
 
 
 
 
 
 
  
 ICON
                    Aircraft 126 LLCTable
                    of ContentsIndependent
                    Auditor’s Report.
                1Consolidated
                    Balance Sheets at December 31, 2005 and 2004 .
                2Consolidated
                    Statements of Income and Changes in Members’ EquityFor
                    The Years Ended December 31, 2005, 2004 and 2003 .
                3Consolidated
                    Statements of Cash Flows For The Years EndedDecember
                    31, 2005, 2004 and 2003 .
                4Notes
                    to Consolidated Financial Statements .
                5-10
  
 
 
 
 **INDEPENDENT
          AUDITOR’S REPORT**
 
  
  The
          Members
 ICON
          Aircraft 126 LLC
 
 We
          have
          audited the consolidated balance sheets of ICON Aircraft 126 LLC and subsidiary
          as of December 31, 2005 and 2004 and the related consolidated statements
          of
          income and changes in members’ equity, and cash flows for each of the three
          years in the period ended December 31, 2005. These consolidated financial
          statements are the responsibility of the Company’s management. Our
          responsibility is to express an opinion on these consolidated financial
          statements based upon our audits.
 
 We
          conducted our audits in accordance with auditing standards generally accepted
          in
          the United States of America. Those standards require that we plan and
          perform
          the audit to obtain reasonable assurance about whether the financials statements
          are free of material misstatement. An audit includes consideration of internal
          control over financial reporting as a basis for designing audit procedures
          that
          are appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company’s internal control over financial
          reporting. Accordingly, we express no such opinion. An audit also includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements, assessing the accounting principles used and
          significant estimates made by management, as well as evaluating the overall
          presentation of the financial statements. We believe that our audits provide
          a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the consolidated financial statements referred to above presents
          fairly, in all material respects the consolidated financial position of
          ICON
          Aircraft 126 LLC as of December 31, 2005 and 2004, and the results of their
          consolidated operations and their cash flows for each of the three years
          in the
          period ended December 31, 2005, in conformity with accounting principles
          generally accepted in the United States of America.
 
 As
          discussed in Note 1 to the consolidated financial statements, the consolidated
          balance sheet as of December 31, 2004 and the consolidated statements of
          income
          and changes in members’ equity, and cash flows for the years ended December 31,
          2004 and 2003, have been restated.
 
 
 
 /s/
          Hays
& Company LLP
 
 January
          9, 2007 New
          York,
          New York
  
 1




ICON
                  Aircraft 126, LLC(A
                  Delaware Limited Liability Company)Consolidated
                  Balance SheetsDecember
                  31,ASSETS2005
              
              2004
                (Restated)Investment
                  in operating lease:Equipment,
                  at cost
              
              $
              77,523,584
              
              $
              77,523,584Accumulated
                  depreciation
              
              
              (16,441,487
              )
              
              (12,116,200
              )Net
                  investment in operating lease
              
              
              61,082,097
              
              
              65,407,384Other
                  assets, net
              
              
              1,836,631
              
              
              1,310,672Total
                  assets
              
              $
              62,918,728
              
              $
              66,718,056LIABILITIES
                  AND MEMBERS' EQUITYNotes
                  payable - non-recourse
              
              $
              53,874,160
              
              $
              58,587,566Accrued
                  expenses and other liabilities
              
              
              221,410
              
              
              103,174Total
                  liabilities
              
              
              54,095,570
              
              
              58,690,740Commitments
                  and contingenciesMembers'
                  equity
              
              
              8,823,158
              
              
              8,027,316Total
                  liabilities and members' equity
              
              $
              62,918,728
              
              $
              66,718,056
 
 
 See
                  accompanying notes to consolidated financial statements
  2
  ICON
                    Aircraft 126, LLC(A
                    Delaware Limited Liability Company)Consolidated
                    Statements of Income and Changes in Members' EquityYears
                    Ended December 31,2005
                
                2004
                  (Restated)
                
                2003
                  (Restated)Revenue:Rental
                    income
                
                $
                8,190,414
                
                $
                8,190,414
                
                $
                8,190,414Interest
                    income
                
                
                40,920
                
                
                50,282
                
                
                15,842Total
                    revenue
                
                
                8,231,334
                
                
                8,240,696
                
                
                8,206,256Expenses:Depreciation
                    and amortization
                
                
                4,381,687
                
                
                4,381,687
                
                
                4,381,687Interest
                
                
                3,053,805
                
                
                3,332,187
                
                
                3,551,831Total
                    expenses
                
                
                7,435,492
                
                
                7,713,874
                
                
                7,933,518Net
                    income
                
                
                795,842
                
                
                526,822
                
                
                272,738Members'
                    equity, beginning of year
                
                
                8,027,316
                
                
                7,500,494
                
                
                6,734,256Prior
                    period adjustment
                
                
                -
                
                
                -
                
                
                493,500Members'
                    equity, end of year
                
                $
                8,823,158
                
                $
                8,027,316
                
                $
                7,500,494
  See
                  accompanying notes to consolidated financial statements
  3
  ICON
                    Aircraft 126, LLC(A
                    Delaware Limited Liability Company)Consolidated
                    Statements of Cash FlowsYears
                    Ended December 31,2005
                
                2004
                  (Restated)
                
                2003
                  (Restated)Increase
                    (decrease) in cash and cash equivalentsCash
                    flows from operating activities:Net
                    income
                
                $
                795,842
                
                $
                526,822
                
                $
                272,738Adjustments
                    to reconcile net income to net cashprovided
                    by operating activities:Interest
                    income on maintence reserve
                
                
                (40,920
                )
                
                (50,282
                )
                
                (15,842
                )Rental
                    income paid directly to lenders by lessees
                
                
                (8,190,414
                )
                
                (8,190,414
                )
                
                (8,190,414
                )Depreciation
                    and amortization
                
                
                4,381,687
                
                
                4,381,687
                
                
                4,381,687Interest
                    expense on non-recourse financing paiddirectly
                    to lenders by lessees
                
                
                3,085,157
                
                
                3,344,752
                
                
                3,562,055Change
                    in operating liabilities:Accrued
                    expenses and other liabilities
                
                
                (31,352
                )
                
                (12,565
                )
                
                (10,224
                )Net
                    cash provided by operating activities
                
                
                -
                
                
                -
                
                
                -Net
                    increase in cash
                
                
                -
                
                
                -
                
                
                -Cash,
                    beginning of the year
                
                
                -
                
                
                -
                
                
                -Cash,
                    end of the year
                
                $
                -
                
                $
                -
                
                $
                -Supplemental
                    disclosure of non-cash investing and financing activities:Principal
                    and interest paid directly to lenders by lessees
                
                $
                7,798,560
                
                $
                7,798,560
                
                $
                7,798,560
   See
                  accompanying notes to consolidated financial statements
 4
 ICON
                  Aircraft 126 LLC
                (A
                  Delaware limited Liability Company)
                Notes
                  To Consolidated Financial Statements
                December
                  31, 2005, 2004 and 2003   (1)  Restatement
          of Consolidated Financial Statements
  During
          the preparation of the consolidated financial statements of ICON Aircraft
          126
          LLC (the “LLC”) for the year ended December 31, 2005 it was determined that the
          LLC did not properly account for rental income since the LLC acquired a
          lease
          during March 2002. Additionally, during the review process it was determined
          that the LLC was not recording interest income earned on the LLC’s maintenance
          reserve cash account. Corrections made by the LLC to properly record these transactions are summarized
          as follows: (i) to record the rental income, from inception of the lease,
          on the
          straight line basis in accordance with Statement of Financial Accounting
          Standards No. 13, “Accounting for Leases” and (ii) to properly record interest
          income earned, from inception of the lease, on a maintenance reserve cash
          account. Corrections of the errors were made to properly account for the
          recording of these transactions. By correcting these errors the LLC has
          restated
          its members’ equity at January 1, 2003. These corrections increased members’
equity by $493,500. The
          accompanying consolidated financial statements reflect the proper accounting
          treatment for these transactions.
 
 The
          following tables show the impact of the restatement on the relevant captions
          from the LLC’s consolidated financial statements at December 31, 2004 and for
          the years ended December 31, 2004 and 2003. These tables contain only the
          corrected balances and do not represent the complete consolidated balance
          sheets
          at December 31, 2004 nor consolidated statement of income for the years
          ended
          December 31, 2004 and 2003.
 
 Changes
          to the consolidated balance sheet at December 31, 2004:
 PreviouslyReported
                
                Adjustments
                
                RestatedOther
                    assets, net
                
                $
                1,244,550
                
                $
                66,122
                
                $
                1,310,672Total
                    assets
                
                $
                66,651,934
                
                $
                66,122
                
                $
                66,718,056Members'
                    equity
                
                $
                7,766,862
                
                $
                260,454
                
                $
                8,027,316Total
                    liabilities and members' equity
                
                $
                66,651,934
                
                $
                66,122
                
                $
                66,718,056
 
 Changes
          to the consolidated statement of income for the year ended December 31,
          2004:
 
 PreviouslyReported
                
                Adjustments
                
                RestatedRental
                    income
                
                $
                8,340,000
                
                $
                (149,586
                )
                $
                8,190,414Interest
                    income
                
                $
                -
                
                $
                50,282
                
                $
                50,282Total
                    revenue
                
                $
                8,340,000
                
                $
                (99,304
                )
                $
                8,240,696Net
                    income
                
                $
                626,126
                
                $
                (99,304
                )
                $
                526,822Members'
                    equity, beginning of year
                
                $
                7,140,736
                
                $
                359,758
                
                $
                7,500,494Members'
                    equity, end of year
                
                $
                7,766,862
                
                $
                260,454
                
                $
                8,027,316
 
 
 
 
 5
  ICON
                    Aircraft 126 LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003
 
 (1)  Restatement
          of Consolidated Financial Statements - continued
 
 Changes
          to the consolidated statement of income for the year ended December 31,
          2003:
 
 PreviouslyReported
                
                Adjustments
                
                RestatedRental
                    income
                
                $
                8,340,000
                
                $
                (149,586
                )
                $
                8,190,414Interest
                    income
                
                $
                -
                
                $
                15,842
                
                $
                15,842Total
                    revenue
                
                $
                8,340,000
                
                $
                (133,744
                )
                $
                8,206,256Net
                    income
                
                $
                406,482
                
                $
                (133,744
                )
                $
                272,738Members'
                    equity, beginning of year
                
                $
                6,734,256
                
                $
                493,500
                
                $
                7,227,756Members'
                    equity, end of year
                
                $
                7,140,739
                
                $
                359,755
                
                $
                7,500,494
 
 (2)  Organization
 
 The
          LLC
          was formed on February 15, 2002 as a Delaware limited liability company.
          The LLC
          is a joint venture between two affiliated entities, ICON Income Fund Eight
          B
          L.P. (“Fund Eight B”) and ICON Income Fund Nine LLC (“Fund Nine”). Fund
          Eight B and Fund Nine each have a 50% ownership interest in the LLC’s profits,
          losses, cash distributions and distribution proceeds.
 
 On
          March
          4, 2002, the LLC acquired all
          of
          the outstanding shares of Delta Aircraft Leasing Limited ("D.A.L."), a
          Cayman
          Islands registered company, for approximately
          $75,288,000, which was comprised of approximately $4,250,000 of cash and
          the
          assumption of approximately $70,277,000 of non-recourse debt. D.A.L owns, through
          an Owner Trust, an Airbus A340-313X aircraft which is on lease to Cathay
          Pacific
          Airways Limited (“Cathay”) .
  The
          General Partner/Manager of the both the LLC’s members is ICON Capital Corp. (the
“Manager”), a Connecticut corporation. The
          Manager indirectly manages and controls the business affairs of the LLC's
          assets
          under the terms of separate management agreements with Fund Eight B and
          Fund
          Nine. The LLC
          paid the Manager approximately $2,236,000 in acquisition fees in connection
          with
          the acquisition of the D.A.L. shares.
 
 (3)  Summary
          of Significant Accounting Policies
 
 Consolidation
 
 The
          consolidated financial statements include the accounts of the LLC and its
          wholly-owned subsidiary. All intercompany accounts and transactions have
          been
          eliminated in consolidation.
 
 Investment
          in Operating
          Leases
 
 Investments
          in operating leases are stated at cost less accumulated depreciation.
          Depreciation is being provided for using the straight-line method over
          the term
          of the related equipment lease to its estimated residual value at lease
          end.
          Upon the final disposition of the equipment, the cost and related accumulated
          depreciation are removed from the accounts and the resulting gain or loss
          is
          reflected in the consolidated statement of operations. Revenues from operating
          leases are recognized on a straight line basis over the lives of the related
          leases.
 
 
 6
  ICON
                    Aircraft 126 LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003
 
 
 (3)  Summary
          of Significant Accounting Policies - continued
 
 Asset
          Impairments
 
 The
          LLC's
          asset portfolio is periodically reviewed, at least annually, to determine
          whether events or changes in circumstances indicate that the carrying value
          of
          an asset may not be recoverable. An impairment loss is recognized only
          if the
          carrying amount of a long-lived asset is not recoverable and exceeds its
          fair
          value. If
          there
          is an indication of impairment, the LLC estimates the future cash flows
          (undiscounted and without interest charges) expected to result 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, an impairment loss is measured as the
          amount
          by which the carrying amount of a long-lived asset exceeds its fair
          value.
 
 The
          events or changes in circumstances which 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 notes payable where the lessee
          remits their rental payments directly to the lender and the LLC does not
          recover
          its residual position until the non-recourse note payable is repaid in
          full.
 
 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 individual 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.
 
 Revenue
          Recognition
 
 The
          LLC
          leases equipment to third parties which may be classified as either a finance
          lease or an operating lease, which is determined based upon the terms of
          each
          lease. Initial direct costs are capitalized and amortized over the term
          of the
          related lease for a finance lease. For an operating lease, the 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 the straight line method
          over
          the lease term. Billed and uncollected operating lease receivables are
          included
          in other assets. Deferred rental income is the difference between the timing
          of
          the cash payments and the income recognized on a straight line basis.
 
 
 
 7
  ICON
                    Aircraft 126 LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003
 (3)  Summary
          of Significant Accounting Policies - continued
 
 Fair
          Value of Financial Instruments
 
 Statement
          of Financial Accounting Standards ("SFAS") No. 107, "Disclosures About
          Fair
          Values of Financial Instruments," requires disclosures about the fair value
          of
          financial instruments, except for lease related assets and liabilities.
          Separate
          disclosure of fair value information at December 31, 2005 and 2004 with
          respect
          to the LLC's assets and liabilities is not separately provided since (i)
          SFAS
          No. 107 does not require fair value disclosures of lease arrangements and
          (ii)
          the carrying value of financial assets, other than lease related investments,
          and the recorded value of other liabilities approximates market value.
          The
          estimated fair value of the LLC’s non-recourse notes payable at December 31,
          2005 is approximately the same as the book value due to the remaining short-term
          of this obligation.
 
 Use
          of
          Estimates
 
 The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and the disclosure of contingent assets and liabilities as of the
          date of the financial statements and the reported amounts of revenues and
          expenses during the reporting period. Significant estimates primarily include
          impairments, depreciation and amortization and unguaranteed residual values.
          Actual results could differ from those estimates.
 
 Recent
          Accounting Pronouncements
 
 On
          June
          1, 2005, the Financial Accounting Standards Board (the “FASB”) issued Statement
          of Financial Accounting Standards (“SFAS”) No. 154 “Accounting Changes and Error
          Corrections” (“SFAS 154”) which replaces Accounting Principles Board Opinion No.
          20, “Accounting Changes” (“APB 20”) and SFAS No. 3, “Reporting Accounting
          Changes in Interim Financial Statements,” and changes the requirements for the
          accounting for and reporting of a change in accounting principle. SFAS
          154
          requires retrospective application to prior periods’ financial statements of a
          voluntary change in accounting principle unless it is impracticable. APB
          20
          previously required that most voluntary changes in accounting principle
          be
          recognized by including in net income of the period of the change the cumulative
          effect of changing to the new accounting principle. The LLC does not expect
          the
          adoption of SFAS 154 to have an impact on its consolidated financial position
          or
          results of operations.
 
 In
          April
          2006, the FASB issued SFAS No. 155, “Accounting for Certain Financial
          Instruments” (“SFAS 155”), amendment to SFAS 133 and SFAS 140. SFAS 155 addresses
          what had been characterized as a temporary exemption from the application
          of the
          bifurcation requirements of SFAS 133 to
          beneficial interests in securitized financial assets.The
          adoption of SFAS 155 did not have any impact on the LLC’s results of operations
          or financial condition.
 
 In
          September 2006, the FASB issued Statement of SFAS No. 157 “Accounting for Fair
          Value Measurements” (“SFAS 157”). SFAS 157 establishes a separate framework for
          determining fair values of assets and liabilities that are required by
          other
          authoritative generally accepted accounting principal pronouncements to
          be
          measured at fair value. In addition, SFAS 157 incorporates and clarifies
          the
          guidance in FASB Concepts Statement No. 7 regarding the use of present
          value
          techniques in measuring fair value. SFAS 157 is effective for financial
          statements with fiscal years beginning after November 15, 2007. The Manager
          is
          currently evaluating the impact of this pronouncement but does not currently
          believe it will have a material impact on the financial
          statements.






8




ICON
                Aircraft 126 LLC
              (A
                Delaware limited Liability Company)
              Notes
                To Consolidated Financial Statements
              December
                31, 2005, 2004 and 2003




(3)  Summary
        of Significant Accounting Policies - continued
 
 The
        Manager does not believe that any recently issued, but not yet effective,
        accounting pronouncements, if currently adopted, would have a material effect
        on
        the accompanying consolidated financial statements.
 
 (4)  Investment
        in Operating Lease
 
 The
        LLC’s
        sole investment at both December 31, 2005 and 2004 is an Airbus A340-313X
        aircraft on lease to Cathay through March 2006. The lease with Cathay was
        subsequently extended until July 1, 2011.
 
 The
        Owner
        Trustee has a commitment in regards to its Cathay aircraft to pay 50% of
        the
        maintenance overhaul costs, which were incurred on or prior to March 27,
        2006.
        The Owner Trustee has established a maintenance reserve cash account to pay
        for
        its portion of these costs, which has been funded in accordance with the
        terms
        of the lease. Any excess cash remaining after the maintenance over haul is
        performed will be used to pay down the principal balance of the related
        non-recourse debt. At December 31, 2005, the maintenance reserve was
        approximately $1,273,000 and is included in other assets in the accompanying
        consolidated balance sheet.
 
 During
        September 30, 2006, approximately $1,150,000 was paid for the maintenance
        costs.
        The excess cash remaining of approximately $228,000 (which includes interest
        accreted in the amount of approximately $27,000 through September 30, 2006),
        will be used to pay down the principal balance of the related non-recourse
        debt.
 
 Non-cancelable
        minimum annual rentals relating to the Cathay lease, including the lease
        extension are as follows:


Years
                  EndingDecember
                  31,2006
              
              
              
              $
                  6,990,0002007
              
              
              
              $
                  6,540,0002008
              
              
              
              $
                  6,540,0002009
              
              
              
              $
                  6,540,0002010
              
              
              
              $
                  5,940,000




(5)  Note
        Payable - Non-Recourse
 
 Simultaneously
        with the lease extension, the owner trustee refinanced the non-recourse debt
        that was scheduled to mature on March 27, 2006 with a balloon payment of
        approximately $52,850,000. ICON 126 had established, under the original lease,
        a
        reserve account totaling $582,509, which was used to reduce the balloon payment
        to $52,267,491. The refinanced non-recourse debt accrues interest at the
        London
        Interbank Offered Rate (“LIBOR”) plus 1.17% per year (5.71% per year at December
        31, 2005) and matures on July 1, 2011 with a balloon payment of approximately
        $32,000,000. The variable interest rate of the refinanced debt was fixed
        at
        6.104% per year under the terms of the debt agreement on September 29, 2006,
        effective October 3, 2006.




9




ICON
                Aircraft 126 LLC
              (A
                Delaware limited Liability Company)
              Notes
                To Consolidated Financial Statements
              December
                31, 2005, 2004 and 2003




(5)  Note
        Payable - Non-Recourse - continued
 
 Principal
        maturities of the LLC’s refinanced non-recourse debt consist of following:
 
 Years
                  EndedDecember
                  31,2006
              
              
              
              $
                  4,354,7562007
              
              
              
              $
                  3,559,3742008
              
              
              
              $
                  3,810,0272009
              
              
              
              $
                  4,044,0962010
              
              
              
              $
                  3,684,449
 
 (6)  Residual
        Sharing Agreement
 
 The
        LLC
        and ICON Aircraft 123 LLC (“Aircraft 123”), an affiliate of the LLC’s, are party
        to a Residual Sharing Agreement (the “Agreement”) with Airtrade Capital Corp.
        (“Airtrade”). Pursuant to the terms of the Agreement, once the LLC and Aircraft
        123 collectively receive $8,500,000 from any sale or re-lease of either
        Aircraft, net of any expenses and the full satisfaction of any indebtedness
        associated with such aircraft, Airtrade is entitled to receive 45% of the
        residual proceeds. Residual
        proceeds include gross proceeds from: the sale, lease, renewal lease or
        extension or financing of the Aircraft and casualty payments less any reasonable
        out-of-pocket costs incurred by the LLC or Aircraft 123. At
        December 31, 2005, the LLC does not have any obligations under the
        Agreement.




10





**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the LLC has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





ICON
      Income Fund Nine, LLC File No. 000-50217 (Registrant) by its Manager, ICON
      Capital Corp.





*/s/
      Beaufort J.B. Clarke*


Beaufort
      J.B. Clarke


Chairman,
      Chief Executive Officer and Director


(Principal
      Executive Officer)





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.





ICON
      Capital Corp.


Sole
      Manager of the Registrant





*Date:
      January 16, 2007*





*/s/
      Beaufort J.B. Clarke*


Beaufort
      J.B. Clarke


Chairman,
      Chief Executive Officer and Director


(Principal
      Executive Officer)





*Date:
      January 16, 2007*





*/s/
      Paul B. Weiss*


Paul
      B.
      Weiss


Director





*Date:
      January 16, 2007*





*/s/
      Thomas W. Martin*


Thomas
      W.
      Martin


Chief
      Operating Officer and Director





*Date:
      January 16, 2007*





*/s/
      Michael A. Reisner*


Michael
      A. Reisner


Executive
      Vice President and Chief Financial Officer


(Principal
      Financial and Accounting Officer)





Supplemental
      Information to be furnished with reports filed pursuant to Section 15(d) of
      the
      Act by Registrants which have not registered securities pursuant to Section
      12
      of the Act.





No
      annual
      report or proxy material has been sent to security holders. An annual report
      will be sent to the members and a copy will be forwarded to the Commission.