UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[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
--------------------------------------------------------------------------------

[ ] 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
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(State or other jurisdiction of         (IRS Employer Identification Number)
incorporation or organization)

100 Fifth Avenue, 4th Floor, New York, New York              10011-1505
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(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  outstanding  limited  liability  company  shares of the registrant on
October 31, 2006 is 98,122.

                       Documents Incorporated by Reference
None.

<PAGE>


<TABLE>
<CAPTION>
                                Table of Contents

                                     PART I

<S>                                                                                <C>
                                                                                    Page
Item 1.    Business                                                                   1

Item 1A.   Risk Factors                                                               5

Item 1B.   Unresolved Staff Comments                                                 10

Item 2.    Properties                                                                10

Item 3.    Legal Proceedings                                                         10

Item 4.    Submission of Matters to a Vote of Security Holders                       10

                                     PART II

Item 5.    Market for the Registrant's Securities and Related Security Holder
           Matters                                                                   10

Item 6.    Selected Consolidated Financial Data                                      11

Item 7.    Manager's Discussion and Analysis of Financial Condition and Results of
           Operations                                                                12

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk                24

Item 8.    Consolidated Financial Statements                                         25

Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                                  57

Item 9A.   Controls and Procedures                                                   57

Item 9B.   Other Information                                                         58

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant's Manager              58

Item 11.   Executive Compensation                                                    59

Item 12.   Security Ownership of Certain Beneficial Owners and Manager and
           Related Security Holder Matters                                           59

Item 13.   Certain Relationships and Related Transactions                            59

Item 14.   Principal Accountant Fees and Services                                    60

                                     PART IV

Item 15.   Exhibits and Financial Statement Schedules                                60

SIGNATURES                                                                           61

</TABLE>


<PAGE>

                                     PART I

Forward-Looking Statements

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

Item 1. Business

Our History

     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 leases,  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.  When used
in this report, the terms "we," "us" and "our" refer to the LLC.

     Our  Manager  is  ICON  Capital  Corp.  (the   "Manager"),   a  Connecticut
corporation.  Our Manager manages and controls our business affairs,  including,
but not limited to, the equipment  leases and financing  transactions  under the
terms  of  a  limited  liability  company  agreement  with  the  LLC  (the  "LLC
Agreement").

     Our  initial  capitalization  was $1,000  contributed  by our  Manager.  We
offered  member  shares  with the  intention  of raising up to  $100,000,000  of
capital  and we  commenced  business  operations  on our initial  closing  date,
December 18, 2001, when we issued 1,250 member shares,  representing  $1,249,910
of capital  contributions.  Between  December 19, 2001 and April 30,  2003,  our
final closing date, we sold an  additional  98,416 member  shares,  representing
$98,403,564  of  capital  contributions  bringing  the total  member  shares and
capital contributions to 99,666 and $99,653,474,  respectively. Through December
31, 2005,  we redeemed 1522 member  shares.  At December 31, 2005, we had 98,144
member shares outstanding.

Our Business

     We are an equipment leasing fund. Our principal  investment objective is to
obtain the maximum  economic  return from our investments for the benefit of our
members. To achieve this objective we: (i) are acquiring a diversified portfolio
of leases and financing  transactions;  (ii) make monthly cash  distributions to
our members  commencing  with each member's  admission;  (iii) are  re-investing
substantially  all  undistributed  cash from  operations  and cash from sales of
equipment and financing  transactions during the operating period; and (iv) will
dispose  of  our  investments  and  distribute  the  cash  from  sales  of  such
investments to our members during the liquidation period.

     We primarily engage in the business of acquiring equipment subject to lease
and, to a lesser degree, acquiring ownership rights to items of leased equipment
at lease expiration.  Some of our equipment leases will be acquired for cash and
are expected to provide current cash flow, which we refer to as "income" leases.
The  majority  of the  purchase  price of our  other  equipment  leases  will be
financed,  so these leases will generate  little or no current cash flow because
substantially  all of the rental payments received from a lessee will be paid to
a lender.  For these "growth" leases, we anticipate that the future value of the
leased equipment will exceed the cash portion of the purchase price paid for the
equipment.

                                       1
<PAGE>

     We invest most of the net proceeds  from our offering in items of equipment
that will be  subject  to a lease.  After the net  offering  proceeds  have been
invested,  it is anticipated  that additional  investments will be made with the
cash  generated  from our  initial  investments  to the extent  that cash is not
needed for expenses,  reserves and  distributions to members.  The investment in
additional  equipment  in this manner is called  "reinvestment."  We  anticipate
purchasing  equipment from time to time for  approximately the next three years.
This time frame is called the "operating  period,"  which we may extend,  at our
discretion, up to an additional three years. After the operating period, we will
then sell our  assets in the  ordinary  course of  business  during a time frame
called the "liquidation period."

     If we believe it would  benefit our  members to  reinvest  our cash flow in
equipment during the liquidation  period, we may do so, but our Manager will not
receive any additional  acquisition fees in connection with such  reinvestments.
Our goal is to complete the liquidation  period within three years after the end
of the  operating  period,  but it may take  longer to do so.  Accordingly,  our
members  should  expect to hold their member  shares for at least ten years from
the time they invest.

     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 our members and 1%
to our Manager until each additional 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 our  additional  members and 10% to our
Manager.

     Substantially all of our recurring  operating cash flows are generated from
the operations of the "income"  leases in our portfolio.  On a monthly basis, we
deduct the expenses  related to the recurring  operations of the portfolio  from
such  revenues  and assess the amount of the  remaining  cash flows that will be
required to fund known  re-leasing  costs and equipment  management  costs.  Any
residual  operating cash flows are considered  available for distribution to our
members.

     At December  31, 2005 and 2004,  we had total  assets of  $151,635,559  and
$184,100,455,  respectively.  For the year ended  December 31,  2005,  our total
rental and finance  income was  $30,135,788,  which  included three lessees that
accounted for  approximately  86% of our total rental income and finance income.
We incurred a net loss for the year ended December 31, 2005 of  $2,777,128.  For
the year ended December 31, 2004, our total rental income and finance income was
$32,768,610,  which included three lessees that accounted for  approximately 81%
of our total rental  income and finance  income.  We incurred a net loss for the
year ended December 31, 2004 of $17,768.

     At December 31, 2005, our current portfolio,  which we hold either directly
or through joint  venture  investments  with  affiliates  and others,  consisted
primarily of the following equipment subject to lease:

Air Transportation Industry:

o    We have an 85% interest in a McDonnell Douglas DC-10-30F  aircraft on lease
     with Federal Express Corporation  ("FedEx") with a lease expiration date of
     March 31,  2007.  The  lessee  may  renew  the  lease for up to five  years
     thereafter.  The  aircraft  was  purchased on December 27, 2002 for a total
     purchase price of  approximately  $25,292,000.  Our portion of the purchase
     price was approximately $21,498,000, consisting of approximately $2,550,000
     in cash and approximately $18,948,000 of non-recourse debt.

                                       2
<PAGE>

o    We have a 100% interest in one Airbus A340-313X aircraft and a 50% interest
     through a joint  venture  with ICON Income Fund Eight B L.P.,  ("Fund Eight
     B") in a second Airbus A340-313X aircraft,  both on lease to Cathay Pacific
     Airways Limited  ("Cathay")  with  expiration  dates of June 2006 and March
     2006,   respectively.   The  purchase  price  of  the  first  aircraft  was
     approximately   $69,069,000,   comprised   of   $4,278,000   in  cash   and
     approximately $64,791,000 of non-recourse debt. The total purchase price of
     the second  aircraft  was  approximately  $74,527,000.  Our  portion of the
     purchase  price  of the  second  aircraft  was  approximately  $37,264,000,
     comprised of approximately $2,125,000 in cash and approximately $35,139,000
     of non-recourse debt.

     Effective  June 7, 2006,  we 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 the London  Interbank  Offered  Rate  ("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.

     Simultaneously with the lease extension of our 50% owned aircraft the owner
     trustee  refinanced the non-recourse  debt which 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.  The
     refinanced non-recourse debt has monthly payments of approximately $545,000
     through May 2010 and monthly  payments of  approximately  $495,000  through
     December 1, 2011.  The  refinanced  non-recourse  debt 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 debt agreement on September 29, 2006, to
     be effective October 3, 2006.

Shipping:

o    We have a 100% interest in three car and truck carrying vessels on bareboat
     charter  to  Wilhelmsen  Lines  Shipowning  ASA   ("Wilhelmsen")   with  an
     expiration date of December 22, 2008. The purchase price was  approximately
     $74,020,000,   consisting  of   approximately   $9,690,000,   in  cash  and
     approximately  $64,330,000 of non-recourse debt.  Effective March 14, 2006,
     we  extended  the terms of the related  bareboat  charter  with  Wilhelmsen
     through December 22, 2013 and refinanced the related  non-recourse debt. As
     part  of the  non-recourse  debt  refinancing,  we  incurred  approximately
     $21,753,000 of additional  non-recourse debt and will expense 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,  which matures on December 22, 2013. The non-recourse debt has
     quarterly  payments  ranging from $450,000 to $800,000 and accrues interest
     at LIBOR  plus 1.50% per year.  Simultaneously  with the  execution  of the
     refinanced non-recourse debt, we 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.

Energy Industry:

o    We had a 100%  interest  in a 25 MW  co-generation  facility  on  lease  to
     Schering-Plough until July 1, 2004, which was subsequently extended through
     July 1, 2009. The purchase price was approximately $15,328,000,  consisting
     of  approximately  $8,410,000  in  cash  and  approximately  $6,918,000  of
     non-recourse  debt. On April 20, 2006,  we sold this leased  equipment to a
     third party for  $4,800,000  in cash.  We incurred a loss of  approximately
     $2,600,000 on the sale of this equipment.

                                       3
<PAGE>

Information Technology Industry:

o    We have a 100%  interest  in computer  equipment  and  corresponding  parts
     acquired  from  Insight  Investments  Corporation.  The  lease  expires  on
     December  1,  2006.  The  purchase  price  was  approximately   $3,036,000,
     consisting  of  approximately   $74,000  in  cash  and  the  assumption  of
     approximately $2,962,000 of non-recourse debt.

o    We have a 100%  interest  in computer  equipment  and  corresponding  parts
     acquired  from  Insight  Investments  Corporation.  The  lease  expires  on
     December  1,  2006.  The  purchase  price  was  approximately   $1,751,000,
     consisting  of  approximately   $43,000  in  cash  and  the  assumption  of
     approximately $1,708,000 of non-recourse debt.

o    We have a 100%  interest  in  various  components  of  computer  equipment,
     consisting  of DMX hard drives,  Brocade  12000  Directors  with 128 usable
     ports  and   associated   hardware   acquired   from  Insight   Investments
     Corporation.  The lease expires on December 1, 2007. The purchase price was
     approximately  $3,392,000,  consisting of approximately $83,000 in cash and
     the assumption of approximately $3,309,000 of non-recourse debt.

Manufacturing Industry:

o    We have a 100% interest in  microprocessor  manufacturing  devices on lease
     with Advanced Micro Devices, Inc. with an expiration date of June 30, 2007.
     The purchase price was approximately $6,391,000 in cash.  Additionally,  we
     have a 100% interest in  semiconductor  memory  testing  equipment on lease
     with Advance Micro Devices,  Inc. with an expiration  date of July 1, 2007.
     The purchase price was approximately $4,561,000 in cash.

o    We had a  100%  interest  in  lathes,  presses  and  robotic  manufacturing
     equipment  on lease to  Metaldyne  Corporation.  The lease  expires  during
     December  2009. The purchase  price was  approximately  $2,412,000 in cash.
     During March 2006,  this  equipment was sold to Metaldyne  Corporation  for
     approximately  $1,985,000 in cash and we recognized a gain of approximately
     $356,000.

o    We  have a 100%  interest  in  several  leases  for  various  manufacturing
     equipment  on lease to  Wildwood  Industries,  Inc.  The  leases  expire on
     various dates between  February 2007 and September 2008. The purchase price
     for these leases was approximately $3,472,000 in cash.

Assignment of Sodium Chlorate Production Facility

o    On March 28, 2005,  ICON Cash Flow Partners L.P. Seven ("L.P.  Seven"),  an
     entity also managed by our  Manager,  assigned its entire 50% interest in a
     lease with EKA Chemicals,  Inc. ("EKA") to us for $745,000. This assignment
     was made in order for L.P. Seven to repay its  outstanding  debt obligation
     to us as required by the  contribution  agreement that we entered into with
     some of our affiliates in connection  with the line of credit  agreement we
     had with Comerica  Bank,  which is more fully  explained  elsewhere in this
     document  (See  Financings  and  Borrowings  located in the  Liquidity  and
     Capital Resources section of Manager's Discussion and Analysis of Financial
     Condition and Results of Operations).  This amount represented L.P. Seven's
     fair  value of its  interest  in EKA on March 28,  2005.  This  amount  was
     determined  to  represent  the fair value of the lease with EKA  Chemicals,
     Inc. based upon the expected future cash flows from such lease. At December
     31, 2005, we received the full payment of $745,000 from EKA.

                                       4
<PAGE>

Rowan Cash Flow

o    On February 23, 2005,  L.P. Seven assigned to us 3.02% of its rights in 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 subject
     to a lease with Rowan Companies,  Inc. L.P. Seven assigned the rights to us
     as repayment of its $755,000  outstanding  debt obligation  pursuant to the
     contribution  agreement  related  to the  line  of  credit  agreement  with
     Comerica Bank. This assignment increased our rights to the profits,  losses
     and cash flows from L.P. Seven's limited  partnership  interest from 2.60%,
     which  were  assigned  to  us in  November  2004,  to  5.62%.  This  amount
     represented  L.P.  Seven's  proportionate  fair  value of its rights 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.

Segment Information

     We have only one  operating  segment:  the business of acquiring  equipment
subject to leases, and to a lesser degree acquiring ownership rights to items of
leased equipment at lease expiration.

Competition

     The equipment leasing industry is highly competitive.  When seeking leasing
transactions for acquisition,  we compete with leasing companies,  manufacturers
that lease their products directly,  equipment brokers and dealers and financial
institutions,  including commercial banks and insurance  companies.  Many of our
competitors are larger than us and have greater financial resources than we do.

Employees

     We have no direct  employees.  Our Manager has full and  exclusive  control
over our management and operations.

Available Information

     Our Annual  Report on Form 10-K and our most  recent  Quarterly  Reports on
Form 10-Q and  amendments to those reports,  if any, and our Current  Reports on
Form 8-K and any  amendments to those  reports,  are available free of charge on
our  Manager's  internet  website  at   http://www.iconcapital.com  as  soon  as
reasonably  practicable  after such  reports  are  electronically  filed with or
furnished to the Securities and Exchange  Commission.  This  information is also
available   on  the   Securities   and   Exchange   Commission's   website,   at
http://www.sec.gov.

Item 1A. Risk Factors

     Our operations are subject to a number of risks.  You should carefully read
and consider  these risks,  together with all other  information  in this Annual
Report on Form 10-K. If any of the following risks actually occur, our business,
operating results and financial condition could be adversely affected.

Uncertainties  associated  with the  equipment  leasing  business may affect our
business, operating results and financial condition.

     We are subject to a number of  uncertainties  associated with the equipment
leasing business which may affect our business,  operating results and financial
condition. These include:

o        the technological and economic obsolescence of equipment;
o        potential defaults by lessees;
o        management and other fees paid by us;
o        the existence of leverage, which increases the risk of foreclosure; and
o        increases in our expenses (including taxes and insurance expenses).

                                       5
<PAGE>

Our Manager's decisions are subject to conflicts of interest with us.

     Our Manager  could be  confronted  with  decisions in which it will have an
economic  incentive to place its interests above ours. Our Manager  sponsors and
currently manages five other equipment leasing businesses. See "Item 13. Certain
Relationships and Related Transactions." These conflicts may include:

o    Our LLC Agreement  does not restrict our Manager's  ability to compete with
     us for equipment acquisitions and other types of business;

o    Our Manager may have opportunities to earn fees for referring a prospective
     acquisition  opportunity  to another  purchaser;

o    Our  Manager  may  receive  fees in  connection  with the  turnover  of our
     equipment portfolio;

o    Our Manager has the ability as tax matters  partner to  negotiate  with the
     IRS to settle tax disputes that would bind us and our members; and

o    Our  Manager may  control  the  decisions  as to when and whether to sell a
     jointly-owned asset with another business that it manages.

If the value of the  equipment in our  portfolio  declines  more rapidly than we
anticipate, our financial performance may be adversely affected.

     A significant part of the value of any our equipment is the potential value
of the equipment  once the lease term  expires.  We call this value the residual
value.  Generally,  leased  equipment  is  expected to decline in value over its
useful life. In acquiring equipment,  we will estimate a value for the equipment
at the end of the lease which, when combined with lease payments, is expected to
be enough to return the cost of our  investment  in the  equipment and provide a
profit  despite the  expected  decline in  equipment  value over the lease term.
However,  the value of the  equipment  at the end of a lease,  and whether  that
value  meets our  expectations,  will  depend to a  significant  extent upon the
following factors, many of which are beyond our control:

o    our ability to acquire or, to a lesser degree,  enter into lease agreements
     that preserve or enhance the relative value of the equipment;
o    our  ability  to  maximize  the  value  of the  equipment  upon its sale or
     re-lease when the lease expires;
o    market conditions prevailing at the time the lease expires;
o    the cost of new equipment at the time we are remarketing used equipment;
o    the extent to which  technological  or regulatory  developments  during the
     lease term reduce the market for such used equipment;
o    the strength of the economy; and
o    the condition of the equipment when the lease expires.

If leased equipment is not properly  maintained,  its residual value may be less
than expected.

     If a lessee fails to maintain  equipment in accordance  with its lease,  we
may make unanticipated  expenditures to repair the equipment in order to protect
our investment.  While we plan to inspect most used equipment prior to purchase,
there  can be no  assurance  that an  inspection  of  used  equipment  prior  to
purchasing it will reveal any defects, and problems with the equipment may occur
after it is acquired by us.

                                       6
<PAGE>

If a lessee defaults on its lease, we could incur losses.

     If a lessee does not make lease  payments  to us when due, or violates  the
terms of its lease in another  important  way, we may be forced to terminate the
lease and attempt to recover the equipment. We may do this at a time when we may
not be able to arrange for a new lease or to sell the  equipment  right away, if
at all. We would then lose the expected  lease revenues and might not be able to
recover the entire amount or any of our original  investment  in the  equipment.
The cost of recovering equipment upon a lessee's default, enforcing the lessee's
obligations under the lease, and transporting,  storing, repairing and finding a
new lessee for the equipment may be high and may negatively  affect the value of
our  investment in the equipment.  We may lease  equipment to lessees which have
senior debt rated below investment  grade. We do not require our lessees to have
a minimum credit rating,  and lessees with such lower credit ratings may default
on lease payments more frequently than those with higher credit ratings.

If a lessee files for bankruptcy, we may have difficulty enforcing the lease and
may incur losses.

     If a lessee files for  protection  under  applicable  bankruptcy  laws, the
remaining  term of the lease or option to  purchase  the  equipment  for a fixed
price at a future date could be shortened  or the lease could be  rejected,  and
unpaid pre-bankruptcy lease payments may be cancelled as part of the bankruptcy.
We may also  experience  difficulty  and delays in recovering  equipment  from a
bankrupt lessee. If a lease is rejected in a bankruptcy,  we would bear the cost
of retrieving  and storing the  equipment,  and then have to remarket it, and we
would  become an unsecured  creditor of the bankrupt  lessee for any amounts due
under the lease.

Leasing  equipment in foreign  countries may be riskier than  domestic  leasing,
which may result in losses.

     We lease  equipment  to  domestic  and  foreign  lessees  which may be used
outside of the United States.  Regulations of foreign  countries may apply which
may adversely affect our title to equipment in those  countries.  Foreign courts
may not recognize judgments obtained in U.S. courts, and different accounting or
financial  reporting practices may make it difficult to judge lessees' financial
viability,  heightening  the risk of default and the loss of our  investment  in
such equipment.

     It may be difficult for us to repossess  our equipment if a foreign  lessee
defaults,  and  lease  enforcement  outside  the  United  States  could  be more
expensive  as we would need to hire  legal  counsel  in the  applicable  foreign
jurisdiction.  We may  have  difficulty  enforcing  our  rights  under a  lease.
Moreover,  foreign jurisdictions may confiscate equipment. Use of equipment in a
foreign  country will be subject to that  country's  tax laws,  which may impose
unanticipated  taxes.  While we will seek to require lessees to reimburse us for
all taxes on the use of the  equipment  and require  them to maintain  insurance
covering the risks of confiscation of the equipment,  there is no assurance that
we will be successful or that insurance reimbursements will be adequate to allow
for recovery of and a return on foreign investments.

We could incur losses as a result of foreign currency fluctuation.

     We have the ability to acquire  leases  where the rental  payments  are not
paid in U.S.  dollars.  In these  cases,  we may then enter  into a contract  to
protect us from  fluctuations in the currency  exchange rate.  These  contracts,
known as hedge  contracts,  would  allow us to  receive  a fixed  number of U.S.
dollars for the rent and any other fixed,  periodic payments due under the lease
even if the exchange rate between the U.S.  dollar and the currency of the lease
changes over the lease term. If the lease payments were disrupted due to default
by the lessee,  we would try to continue to meet our obligations under the hedge
contract by acquiring the foreign  currency  equivalent of the missed  payments,
which may be at unfavorable exchange rates. If a lease is denominated in a major
foreign  currency such as the pound sterling,  which  historically  has a stable
relationship  with the U.S. dollar, we may consider hedging to be unnecessary to
protect  the  value  of the  rental  payments,  but our  assumptions  concerning
currency stability may turn out to be incorrect. Our investment returns could be
reduced in the event of unfavorable currency fluctuation when lease payments are
not made in U.S. dollars.

                                       7
<PAGE>

     Furthermore,  when we acquire a residual interest in foreign equipment,  it
may be impossible to hedge  foreign  currency  exposure with respect to residual
values.  This is because  the  amount  and  timing of  receipt  of the  residual
interest  is  unpredictable  and  hedge  contracts  typically  require a precise
monetary  amount and date.  Even with leases  requiring  rental  payment in U.S.
dollars, the equipment may be sold at lease expiration for an amount that cannot
be pre-determined to a buyer paying in a foreign currency. This could positively
or negatively  affect our income from such a  transaction  when the proceeds are
converted into U.S. dollars.

Changes in interest rates may affect our results of operations.

     At  December  31,  2005,  a portion  of our debt was fixed  directly  and a
portion is managed through interest rate swap contracts.  Any change in the fair
value of the interest rate swap  contacts is  recognized in earnings  during the
period of change and therefore may affect our results of operations.

Sellers of leased  equipment  could use their  knowledge  of the lease terms for
gain at our expense.

     We may acquire  equipment subject to lease from leasing companies that have
an ongoing  relationship  with the lessees.  A seller could use its knowledge of
the terms of the lease,  particularly  the end of lease options and the date the
lease ends,  to compete with us. In  particular,  a seller may approach a lessee
with an offer to  substitute  similar  equipment  at lease end for lower  rental
amounts.  This may  adversely  affect our  opportunity  to maximize the residual
value of the equipment.

Investment  in  joint   ventures  may  subject  us  to  risks  relating  to  our
co-investors  which  could  adversely  impact  the  financial  results  of joint
ventures.

     We invest in joint ventures with other  businesses our Manager sponsors and
manages.  Investing in joint ventures involves additional risks not present when
acquiring  leased equipment that will be wholly owned by us. These risks include
the possibility that our co-investors might become bankrupt or otherwise fail to
meet  financial  commitments,  thereby  obligating  us to pay  all  of the  debt
associated  with the joint venture,  as each party to a joint venture  typically
must  guarantee  all of the  joint  venture's  obligations.  Alternatively,  the
co-investors  may  have  economic  or  business  interests  or  goals  that  are
inconsistent with ours and want to manage the joint ventures in ways that do not
maximize the return to us. Among other things,  actions by a  co-investor  might
subject leases that are owned by the joint venture to  liabilities  greater than
those contemplated by the joint venture agreement.  Also, when none of the joint
owners  control  a joint  venture,  there  might be a  stalemate  on  decisions,
including  when to sell the  equipment  or prices or terms of a lease.  Finally,
while we will have the right to buy out the other joint owner's  interest in the
equipment in the event of the sale, we may not have the  resources  available to
do so.

We may not be able to obtain  insurance for certain risks and would have to bear
the cost of losses from non-insurable risks.

     Equipment may be damaged or lost. Fire, weather,  accident,  theft or other
events can cause damage or loss of  equipment.  While our leases will  generally
require  lessees to have  comprehensive  insurance  and assume the risk of loss,
some  losses,  such as from  acts of war,  terrorism  and  acts of God,  such as
earthquakes,  may be either uninsurable or not economically  feasible to insure.
Furthermore,   not  all  possible  contingencies   affecting  equipment  can  be
anticipated or insured against,  and, if insured, the insurance proceeds may not
be sufficient to cover a loss. If such a disaster  would occur to the equipment,
we could suffer a total loss of any  investment  in the affected  equipment.  In
leasing  some  types of  equipment,  we may be  exposed  to  environmental  tort
liability. Although we will use our best efforts to minimize the possibility and
exposure  of  such  liability,  including  by  means  of  attempting  to  obtain
insurance,  there can be no assurance that our assets will be protected  against
any claims.

We could suffer losses from failure to maintain equipment  registration and from
unexpected regulatory compliance costs.

                                       8
<PAGE>

     Many  types  of  transportation   equipment  are  subject  to  registration
requirements by U.S.  governmental  agencies,  as well as foreign governments if
the  equipment is to be used outside of the United  States.  Failing to register
the  equipment,  or  losing  the  registration,   could  result  in  substantial
penalties,  forced  liquidation of the equipment and/or the inability to operate
and lease the  equipment.  Governmental  agencies  may also  require  changes or
improvements to equipment, and we may have to spend our own capital to comply if
the lessee of the  equipment  is not  required  to do so under the lease.  These
changes  could force the  equipment  to be removed  from service for a period of
time. The terms of leases may provide for rent  reductions if the equipment must
remain out of service for an extended period or is removed from service.  We may
then have reduced rental income from the lease for this item of equipment. If we
did not have the capital to make a required change, we might be required to sell
the affected equipment.  If so, we could suffer a loss on our investment,  might
lose future revenues, and also might suffer adverse tax consequences.

If a lease were determined to be a loan, it would be subject to usury laws which
could lower our lease revenue.

     Equipment  leases  have  sometimes  been  held  by the  courts  to be  loan
transactions subject to state usury laws, which limit the interest rate that can
be charged.  Although we anticipate  entering into or acquiring  leases which we
believe  are  structured  so that  they  avoid  being  deemed  loans,  and would
therefore  not be subject to the usury laws,  there can be no assurance  that we
will be successful in doing so. Loans at usurious  interest rates are subject to
a reduction  in the amount of interest  due under the loans and, if an equipment
lease is held to be a loan with a usurious  rate of interest,  the amount of the
lease payment could be reduced.

The  telecommunication  market is  subject  to  significant  uncertainty  as its
success is closely tied to government regulation, both domestically and abroad.

     Unforeseen   changes  in   telecommunications   regulation,   such  as  the
requirement  for  voice-over-Internet-Protocol   service  providers  to  provide
enhanced  911, or E911  services,  in the United States may increase the chances
that our  potential  lessees may lose  revenue and not be able to make  required
lease payments.

Because  we will  borrow  to  purchase  equipment,  losses as a result of lessee
defaults may be greater than if debt were not incurred.  Restrictions imposed by
the terms of our indebtedness may limit our financial flexibility.

     Although  we expect to acquire  some of our  investments  for cash,  we are
likely to borrow a  substantial  portion of the purchase  price of our equipment
investments  and there is no limit to the  amount  of debt that may be  incurred
when purchasing  equipment.  While we believe the use of leverage will result in
us being  able to make more  acquisitions  and that each  acquisition  will have
fewer  dollars  at risk  than if  leverage  were not  utilized,  there can be no
assurance that the benefits of greater size and diversification of the portfolio
will offset the heightened risk of loss in an individual lease transaction using
leverage. With respect to non-recourse  borrowings, a lessee default could force
us to make debt service  payments so as to protect our  investment  in equipment
and prevent us from being subject to repossession.

     We  together  with  certain  of  our  affiliates  (entities  sponsored  and
organized  by our  Manager),  Fund Eight B, ICON Income  Fund Ten,  LLC and ICON
Leasing  Fund  Eleven,  LLC are party to an  agreement  (the  "Agreement")  with
California  Bank & Trust.  The terms of our  Agreement  could  restrict  us from
paying  distributions  to investors if such payments would cause us not to be in
compliance with our financial  covenants.  See "Item 7. Manager's Discussion and
Analysis of  Financial  Condition  and  Results of  Operations  - Liquidity  and
Capital Resources."

The computer  hardware market is cyclical and subject to obsolescence  which may
affect our ability to lease or resell the assets.

     The  computer  hardware  market is  cyclical  and is  vulnerable  to market
downturns.  The intrinsic  boom-bust nature of the technology  sector challenges
hardware companies to constantly try to improve and create innovative  hardware,
aggressively pushing the incumbent equipment into obsolescence. We cannot assure
you that we will be able to locate a willing buyer or lessee for our assets,  or
if one is  located,  that the buyer or lessee  will pay a price for the asset at
least equal to the appraised value.

                                       9
<PAGE>

The container  shipping industry is subject to uncertainties that are beyond our
control and may adversely affect our lease revenue.

     The container  shipping industry is subject to volatility in profitability,
vessel values and charter rates  resulting from changes in supply of, and demand
for,  shipping  capacity  as well as changing  environmental  and other laws and
regulations.  In  addition,  the  nature,  timing  and  degree of changes in the
container  shipping  markets,  as well as future  charter rates and value of its
vessels, are not readily predictable and beyond our control. These factors could
adversely  affect the  container  vessel  operators  to whom we lease  container
vessels, which could result in a reduction of our lease revenue.

Item 1B. Unresolved Staff Comments

         None.

Item 2.  Properties

     We neither  own nor lease  office  space or any other real  property in our
business at the present time.

Item 3.  Legal Proceedings

     In the ordinary  course of conducting  our  business,  there may be certain
claims,  suits and complaints  filed against us. In our Manager's  opinion,  the
outcome  of such  matters,  if any,  will  not  have a  material  impact  on our
consolidated  financial  position or results of  operations.  No material  legal
proceedings are currently pending against us or against any of our assets.

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2005.

                                     PART II

Item 5.  Market for the  Registrant's  Securities  and Related  Security  Holder
Matters

     Our shares are not publicly  traded nor is there currently a market for our
shares. It is unlikely that any such market will develop.

                                                         Number of Members
            Title of Class                           as of September 30, 2006
------------------------------------          ----------------------------------
         Manager (as a member)                                    1
         Additional members                                     3,232

     We pay monthly  distributions to our members beginning with the first month
after the members' admission through the termination of the reinvestment period,
which we anticipate will be April 29, 2008. We paid  distributions to additional
members totaling $8,840,105,  $8,758,942 and $7,955,313,  respectively,  for the
years ended December 31, 2005, 2004 and 2003. Additionally, our Manager was paid
distributions of $89,294, $89,744 and $80,356, respectively, for the years ended
December  31,  2005,  2004  and  2003.  The  terms of the  loan  agreement  with
California Bank and Trust,  could restrict us from paying cash  distributions on
our members'  shares if such payment would cause us to not be in compliance with
our  financial  covenants.  See "Item 7.  Manager's  Discussion  and Analysis of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources."

                                       10
<PAGE>

     In order for National  Association of Securities  Dealers  ("NASD") members
and their  associated  persons to have  participated in the offering and sale of
member shares (the "Units")  pursuant to the offering or to  participate  in any
future offering of our Units,  we are required  pursuant to NASD Rule 2710(c)(6)
to  disclose  in each  annual  report  distributed  to our  members  a per  Unit
estimated  value of our Units,  the method by which we developed  the  estimated
value and the date used to develop the estimated value. In addition, our Manager
must  prepare  annual   statements  of  our  estimated  Unit  values  to  assist
fiduciaries of retirement plans subject to the annual reporting  requirements of
Employee  Retirement  Income  Security Act ("ERISA") in the preparation of their
reports  relating  to an  investment  in our  Units.  For  these  purposes,  the
estimated  value of our Units is deemed to be $740.75 per Unit at September  30,
2005.

     This  estimate  was based on the  amount of  remaining  undiscounted  lease
payments on our existing  leases,  the booked  estimated  residual values of the
equipment held by us upon the  termination of those leases and our cash on hand.
From this amount we then subtracted our total debt  outstanding and then divided
that sum by the total  number of Units  outstanding.  This  valuation  was based
solely  on our  Manager's  perception  of  market  conditions  and the types and
amounts of our assets.  No  independent  valuation was sought.  However,  as set
forth below, there is no significant public trading market for our Units at this
time,  and there can be no  assurance  that  additional  members  could  receive
$740.75  per Unit if such a market did exist and they sold  their  Units or that
they will be able to receive  such  amount for their  Units in the  future.  The
foregoing  valuation  was  performed  solely  for the  ERISA  and NASD  purposes
described above. There is no market for our Units, and, accordingly,  this value
does not  represent an estimate of the amount our members  would receive if they
were to seek to sell their Units.  Furthermore,  there can be no assurance as to
the amount we may actually  receive if and when we seek to liquidate  our assets
or the amount of lease  payments  and  equipment  disposition  proceeds  we will
actually  receive over our remaining term. Our Units are not publicly traded nor
is there  currently a market for our Units.  It is unlikely that any such market
will develop.

Item 6. Selected Consolidated Financial Data

     The selected  consolidated  financial data should be read together with the
consolidated  financial  statements  and  related  notes  included  in  Item  8.
Consolidated  Financial  Statements contained elsewhere in this Annual Report on
Form 10-K.

<TABLE>
<CAPTION>
                                                                               Year Ended December 31,
                                                     2005             2004             2003             2002             2001
                                                 ------------      -----------      -----------     ------------     ------------
<S>                                              <C>               <C>              <C>             <C>              <C>
 Total revenue (1)                               $ 30,349,467      $33,240,316      $34,982,056     $ 11,453,549     $          -
                                                 ============      ===========      ===========     ============     ============
 Net loss (2) (3)                                $(2,777,128)      $   (17,768)     $  (793,837)    $ (1,976,068)    $       (324)
                                                 ============      ===========      ===========     ============     ============
 Net loss allocable to additional members        $(2,749,357)      $   (17,590)     $  (785,899)    $ (1,956,307)    $       (321)
                                                 ============      ===========      ===========     ============     ============
 Net loss allocable to Manager                   $    (27,771)     $      (178)     $    (7,938)    $    (19,761)    $         (3)
                                                 ============      ===========      ===========     ============     ============

 Weighted average number of additional
        member shares outstanding                      98,215           98,695           90,813           29,023            2,043
                                                 ============      ===========      ===========     ============     ============
 Net loss per weighted average
        additional member share                  $     (27.99)     $     (0.18)     $     (8.65)    $     (67.41)    $      (0.16)
                                                 ============      ===========      ===========     ============     ============

 Distributions to additional members             $  8,840,105      $(8,758,942)     $ 7,955,313     $  2,181,537     $          -
                                                 ============      ===========      ===========     ============     ============
 Distributions per weighted average
        additional member share                  $      90.01      $    (88.75)     $     87.60     $      75.17     $          -
                                                 ============      ===========      ===========     ============     ============
 Distributions to the Manager                    $     89,294      $   (89,744)     $    80,356     $     22,036     $          -
                                                 ============      ===========      ===========     ============     ============

</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                     2005              2004             2003            2002             2001
                                                 ------------      ------------     ------------    ------------     ------------
<S>                                              <C>               <C>              <C>             <C>              <C>
 Total assets                                    $151,635,559      $184,100,455     $212,717,298    $209,483,843     $  2,454,640
                                                 ============      ============     ============    ============     ============
 Notes payable                                   $ 97,782,942      $117,261,455     $134,463,196    $156,955,116     $          -
                                                 ============      ============     ============    ============     ============
 Members' equity                                 $ 52,543,253      $ 64,455,803     $ 73,842,948    $ 46,338,518     $  2,452,107
                                                 ============      ============     ============    ============     ============

</TABLE>

(1)  The  decrease  in  total  revenue  between  2004 and  2005  relates  to the
     renegotiated  lease  terms of one of our  leases and to the  transfer  of a
     consolidating interest. The increase in total revenue between 2001 and 2003
     relates to our initial acquisition of equipment leases with third parties.
(2)  During  2002,  we entered into three  interest  rate swap  contracts  which
     increased our interest  expense during 2002 by approximately  $788,000,  or
     approximately   $27.15  per  weighted  average   additional   member  share
     outstanding.  The  decrease in our net loss between 2002 and 2003 cannot be
     attributible to any one event.  The equipment leases we entered into during
     2002 were  performing as expected and the  additional  equipment  leases we
     entered into during 2003 added to the overall decrease in our net loss from
     2002 to 2003.
(3)  The positive effect of our interest rate swap contacts reduced our interest
     expense  during  2005  and 2004 by  approximately  $452,000  and  $743,000,
     respectively,  or approximately $4.60 and $7.52,  respectively per weighted
     average  additional  member  share  outstanding.  During 2005 and 2004,  we
     recorded  impairment  losses  of  approximately  $3,182,000  and  $236,000,
     respectively or approximately $32.00 and $2.00, respectively,  per weighted
     average additional member share outstanding.



Item 7. Manager's  Discussion and Analysis of Financial Condition and Results of
Operations

     Our Manager's Discussion and Analysis of Financial Condition and Results of
Operations contains  forward-looking  statements.  These statements are based on
current   expectations   and   assumptions   that  are   subject  to  risks  and
uncertainties.  Actual  results  could  differ  materially  because  of  factors
discussed in "Part I.  Forward-Looking  Statements"  and "Item 1A. Risk Factors"
located elsewhere in this Annual Report on Form 10-K.

Overview

     We are an equipment  leasing  business  formed on July 11,  2001.  We began
active  operations on December 18, 2001. We primarily  engage in the business of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment  leases are acquired for cash and are expected to provide current cash
flow, which we refer to as "income"  leases.  The majority of the purchase price
of our other  equipment  leases will be financed,  so these leases will generate
little or no current cash flow because  substantially all of the rental payments
received  from a lessee  are paid to a lender.  For these  "growth"  leases,  we
anticipate  that the future value of the leased  equipment  will exceed the cash
portion of the purchase  price paid for the  equipment.  We are currently in our
"reinvestment"  phase,  wherein we seek to purchase  equipment from time to time
through April 29, 2008, unless extended.

Lease and Other Significant Transactions

     We entered  into the  following  lease and other  significant  transactions
during the years ended December 31, 2005, 2004 and 2003:

                                       12
<PAGE>

Assignment of Sodium Chlorate Production Facility

     On March 28,  2005,  L.P.  Seven,  an entity also  managed by our  Manager,
assigned  its entire 50% interest in a lease with EKA to us for  $745,000.  This
assignment  was made in order  for L.P.  Seven  to repay  its  outstanding  debt
obligation to us as required by the contribution  agreement that we entered into
with some of our affiliates in connection  with the line of credit  agreement we
had with Comerica Bank, which is more fully explained elsewhere in this document
(See  Financings and Borrowings  located in the Liquidity and Capital  Resources
section). This amount represented the fair value of L.P. Seven's interest in EKA
on March 28, 2005. This amount was determined to represent the fair value of the
lease with EKA based upon the  expected  future cash flows from such  lease.  At
December 31, 2005, we received the full payment of $745,000 from EKA.

Rowan Cash Flow

     On February 23, 2005,  L.P. Seven assigned to us 3.02% of its rights in 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 subject to a
lease  with  Rowan  Companies,  Inc.  L.P.  Seven  assigned  the rights to us as
repayment  of  its  $755,000   outstanding  debt  obligation   pursuant  to  the
contribution  agreement  related to the line of credit  agreement  with Comerica
Bank. This assignment increased our rights to the profits, losses and cash flows
from L.P. Seven's limited  partnership  interest from 2.60%, which were assigned
to us  in  November  2004,  to  5.62%.  This  amount  represented  L.P.  Seven's
proportionate  fair value of its rights 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.

     On November 24, 2004,  L.P. Seven assigned to us 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 us
as  repayment  of its  $650,000  outstanding  debt  obligation  pursuant  to the
contribution  agreement  related to the line of credit  agreement  with Comerica
Bank.  This amount  represented  L.P.  Seven's  proportionate  fair value of its
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.

Noritsu QSS 3011 Digital Mini-Labs

     During  December 2004, we acquired four Noritsu QSS 3011 digital  mini-labs
subject to leases with Rite Aid  Corporation.  The leases expire during November
2008. The purchase price of this equipment was  approximately  $399,000 in cash.
Our Manager was paid an acquisition  fee of  approximately  $12,000  relating to
this transaction.

Mitel Networks 3340 Global Branch Office Solution Phone Systems

     During  December  2004,  we acquired a Mitel  Networks  3340 Global  Branch
Office Solution Phone System subject to lease with CompUSA,  Inc. The lease term
expires during December 2008. The purchase price was  approximately  $173,000 in
cash. Our Manager was paid an acquisition fee of  approximately  $5,000 relating
to this transaction.

Medical Equipment

     During December 2004, we acquired, from Varilease Technology Finance Group,
Inc., a portfolio of medical  equipment  consisting of two leases.  These leases
expire on December 31, 2008. The purchase price was approximately  $2,046,000 in
cash. Our Manager waived its acquisition fee relating to this transaction.

Information Technology Equipment

     During March 2004, we acquired from Insight Investments Corporation a lease
for computer equipment and corresponding parts. The lease expires on December 1,
2006.  The  purchase   price  was   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 accrues interest at 4.5% 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.  Our Manager
was  paid  an  acquisition  fee  of  approximately   $91,000  relating  to  this
transaction.

                                       13
<PAGE>

     During March 2004,  we acquired  from Insight  Investments  Corporation  an
additional  lease for computer  equipment  and  corresponding  parts.  The lease
expires on December 1, 2006.  The purchase price was  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 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. Our
Manager was paid an acquisition fee of  approximately  $53,000  relating to this
transaction.

     During March 2004, we acquired from Insight Investments Corporation various
computer equipment,  consisting of DMX hard drives, Brocade 12000 Directors with
128 usable ports and associated hardware. The lease expires on December 1, 2007.
The purchase price was  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 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.  Our Manager was paid an
acquisition fee of approximately $102,000 relating to this transaction.

     On March 31, 2004, we and ICON Income Fund Ten LLC ("Fund Ten"),  an entity
also  managed by our  Manager,  formed a joint  venture,  ICON  GeicJV,  for the
purpose of purchasing  information  technology equipment subject to a three year
lease  with  Government  Employees  Insurance  Company  ("GEICO").  We  have  an
ownership interest of 26% in this joint venture.  On April 30, 2004, ICON GeicJV
acquired the information technology equipment. Our portion of purchase price was
approximately  $1,522,000 in cash.  Our Manager was paid an  acquisition  fee of
approximately   $177,000  relating  to  this  transaction,   of  which  we  paid
approximately $46,000.

McDonnell Douglas DC10-30F aircraft

     During  February  2003,  we and Fund Eight B, an entity also managed by our
Manager,  formed a joint  venture,  ICON Aircraft  47820 LLC, for the purpose of
acquiring an investment  in a McDonnell  Douglas  DC10-30F  aircraft on lease to
FedEx with an expiration  date of March 31, 2007.  This lease may be renewed for
up to five years  thereafter.  We have a 10%  ownership  interest  in this joint
venture. On March 11, 2003, the joint venture acquired the aircraft. Our portion
of the purchase price was approximately  $2,712,000,  comprised of approximately
$291,000 in cash and approximately  $2,421,000 of non-recourse debt. Our Manager
was  paid  an  acquisition  fee  of  approximately  $819,000  relating  to  this
transaction, of which we paid approximately $82,000.

Acquisition of Manufacturing Equipment

     On June 20, 2003, we acquired micro processing  manufacturing  equipment on
lease to  Advance  Micro  Devices,  Inc.  through  June  2007 for  approximately
$6,391,000 in cash. On July 24, 2003, we acquired two leases for semi  conductor
memory testing  equipment on lease to Advance Micro Devices,  Inc.  through June
2007 for approximately $4,561,000 in cash. Our Manager was paid acquisition fees
of approximately $329,000 relating to these transactions.

     On May 30,  2003,  we acquired  lathes,  presses and robotic  manufacturing
equipment  on  lease  to  Metaldyne   Corporation   through  December  2009  for
approximately  $2,412,000 in cash.  Our 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 we recognized a gain of approximately $356,000.

                                       14
<PAGE>

     On April 30, 2003, we acquired a Double Kraft Paper Forming  Tubing Unit on
lease to Wildwood  Industries,  Inc.  through  February  2007 for  approximately
$1,350,000  in cash.  On August 20,  2003,  we  acquired  various  manufacturing
equipment  on  lease  to  Wildwood  Industries,  Inc.  through  August  2008 for
approximately  $957,000 in cash.  On  September  24, 2003,  we acquired  various
manufacturing equipment on lease to Wildwood Industries,  Inc. through September
2008 for approximately $1,165,000 in cash. Our Manager was paid acquisition fees
of approximately $104,000 relating to these transactions.

     During  December  2003,  we entered  into an  agreement  with Summit  Asset
Management Limited (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.  We paid  approximately
$4,454,000 in cash for this investment.  Our Manager was paid an acquisition fee
of approximately $1,131,000 relating to this transaction.

Great Dane Trailers

     During  September  2003, we acquired fifty Great Dane trailers with Carrier
Ultra  Refrigeration  units on lease with Frozen Foods Industries,  Inc. through
April 2010. The purchase price was approximately $2,001,000 in cash. Our Manager
was  paid  an  acquisition  fee  of  approximately   $58,000  relating  to  this
transaction.

Co-generation Facility

     We  and  Fund  Eight  B  formed  a  joint  venture,   ICON/Kenilworth   LLC
("Kenilworth"),  to acquire a natural gas-fired 25MW  co-generation  facility on
lease to  Schering-Plough  through  July 2004  which was  subsequently  extended
through July 1, 2009. We had a 95% ownership interest in this joint venture. Our
portion of the purchase price of the  co-generation  facility was  approximately
$14,562,000,  consisting of approximately  $7,990,000 in cash and the assumption
of approximately $6,572,000 of non-recourse debt. The non-recourse debt included
both senior and junior  non-recourse  debt,  accrued interest at 10.61% per year
and  9.86%  per  year,  respectively,  and both  matured  on July 1,  2004.  The
outstanding  balances of both the senior and junior non-recourse debt were fully
repaid at the end of the base lease term.  Our  Manager was paid an  acquisition
fee of approximately  $460,000  relating to this  transaction,  of which we paid
approximately $437,000.

     During  December 2004, we transferred a 25.87%  ownership  interest in ICON
SPK 2023-A,  LLC, a joint venture with Fund Eight B, to Fund Eight B in exchange
for their entire 5% ownership interest in the co-generation facility. We entered
into this  exchange  to  reduce  Fund  Eight B's New  Jersey  State  income  tax
obligations.  Our Manager  believed  it was in their best  interest to no longer
have any ownership interest in equipment held in New Jersey. After the exchange,
we had a 100%  ownership  interest in the  co-generation  facility  and a 25.13%
ownership interest in ICON SPK 2023-A,  LLC. The fair value of the co-generation
facility was  determined  using an  independent  third party  appraisal  and our
Manager  determined  that fair value for ICON SPK  2023-A,  LLC was its net book
value based upon our  Manager's  knowledge of equipment  leases held by ICON SPK
2023-A, LLC.

     On April 20,  2006,  we sold this  leased  equipment  to a third  party for
$4,800,000 in cash. We incurred a loss of  approximately  $2,600,000 on the sale
of this equipment.

Shipping

     Effective  March 14, 2006,  we 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,  we incurred
approximately  $21,753,000 of additional 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 LIBOR  plus 1.50% per year.  Simultaneously  with the
execution of the refinanced non-recourse debt we 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.

                                       15
<PAGE>

Airbus Aircraft

     Effective  June 7, 2006,  we 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 a 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.

     We have a  commitment  in regards to our Cathay  aircraft to pay 50% of the
maintenance  overhaul  costs,  which were incurred  during June 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 costs.

     We extended the ICON 126 lease with Cathay until July 1, 2011.  We and Fund
Eight B each have ownership  interests of 50% in ICON 126.  Simultaneously  with
the  lease  extension,  ICON  126  refinanced  the  non-recourse  debt  that was
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.  The refinanced  non-recourse  debt
accrues  interest at the London  Interbank  Offered Rate  ("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.  The maintenance
reserve cash account totaled approximately $1,188,000 at December 31, 2005.

     During   September  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.

Current Business Environment and Outlook

     The  United  States  economy  appears  to be  recovering,  and the  leasing
industry's outlook for the foreseeable future is encouraging.  The November 2005
Economic Vital Signs Report by the United States Joint Economic Committee stated
that  fears  stemming  from the  economic  impact of natural  disasters  appears
unfounded,  that gross domestic product  increased 3.8% during the third quarter
2005.  As  conditions  for capital  investment  remain  favorable  and  indicate
continued  growth,  we anticipate that capital  spending by corporations  should
continue to increase in 2006.  Increased capital spending may increase available
leases thereby creating more opportunities in the leasing market. We believe the
leasing industry's outlook for the foreseeable future is encouraging.

                                       16
<PAGE>

     Other  factors  which may  negatively  affect the leasing  industry are the
proposed  legal and  regulatory  changes that may affect tax benefits of leasing
and the  continued  misperception  by potential  lessees,  stemming  from Enron,
WorldCom and others,  that leasing should not play a central role as a financing
alternative. However, as economic growth continues and interest rates inevitably
begin to rise over time, we are optimistic  that more lessees will return to the
marketplace.

New 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 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.  We do not  expect  the
adoption of SFAS 154 to have an impact on our 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"), 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 our  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.  Our  Manager is  currently  evaluating  the impact of this
pronouncement  but does not currently  believe it will have a material impact on
our financial statements.

Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require our Manager to make
difficult and subjective  judgments  regarding  uncertainties,  and as a result,
such estimates may significantly  impact our financial results. The precision of
these  estimates  and the  likelihood  of future  changes  depend on a number of
underlying  variables and a range of possible outcomes.  We applied our critical
accounting   policies  and  estimation  methods   consistently  in  all  periods
presented.  We consider the following  accounting policies to be critical to our
business:

o         Lease classification and revenue recognition
o         Asset impairments
o         Depreciation
o         Derivative financial instruments

Lease Classification and Revenue Recognition

     The equipment we expect to lease to third parties will be classified either
as a finance lease or an operating  lease,  which will be determined  based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the finance lease.  For an operating lease, the initial direct costs
are included as a component of the cost of the equipment and depreciated.

                                       17
<PAGE>

     For finance leases, we will record,  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 ratably over the term of the lease.

     For operating leases,  income will be recorded as rental income and will be
recognized on the straight line method over the lease term.

     Our Manager has an  investment  committee  that approves each new equipment
transaction  and lease  acquisition.  As part of its process it  determines  the
residual value to be used once the  acquisition  has been approved.  The factors
considered in determining  the residual  value include,  but are not limited to,
the  creditworthiness  of the  potential  lessee,  the type of  equipment  being
considered,  how  the  equipment  is  integrated  into  the  potential  lessee's
business,  the length of the lease and  industry in which the  potential  lessee
operates.  Residual  values are reviewed for  impairment in accordance  with our
policy to review all significant assets in our portfolio.

Asset Impairments

     The  significant  assets  in  our  asset  portfolio  will  be  periodically
reviewed,  at least  annually,  by our Manager,  to determine  whether events or
changes in circumstances indicate that the carrying value of an asset may not be
recoverable.  Our Manager will use qualified  independent third party appraisers
to assist in the review  process.  An impairment loss will be recognized only if
the carrying  amount of a long-lived  asset is not  recoverable  and exceeds its
fair  value.  In such  circumstances,  we will  estimate  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 cash inflows
expected to be  generated  by an asset less the future  outflows  expected to be
necessary to obtain those  inflows.  An impairment  loss will be 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 our  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 we do not recover
our residual position until the non-recourse note payable is repaid in full.

Depreciation

     We will record depreciation expense on equipment classified as an operating
lease.  In  order  to  calculate  depreciation,  we  first  will  determine  the
depreciable equipment cost, which is the cost less estimated residual value. The
estimated  residual value is our estimate of the value of the equipment at lease
termination.  The estimated residual value is reviewed annually, by our Manager,
to determine whether an impairment charge may be required.  Our Manager will use
qualified  independent  third party  appraisers to assist in the review process.
Depreciation expense is recorded ratably over the term of the related lease.

Derivative Financial Instruments

     We account for derivative financial instruments in accordance with SFAS No.
133,  "Accounting  for Derivative  Instruments  and Hedging  Activities"  ("SFAS
133"),  which  established  accounting  and reporting  standards for  derivative
instruments.  SFAS 133 has been amended by SFAS No. 137, issued in June 1999, by
SFAS No. 138, issued in June 2000 and by SFAS No. 149, issued in June 2003.

                                       18
<PAGE>

     SFAS 133, as amended,  requires us to recognize all  derivatives  as either
assets or liabilities in the balance sheet and measure those instruments at fair
value. It further provides criteria for derivative  instruments to be designated
as fair value, cash flow, or foreign currency hedges, and establishes accounting
standards for reporting changes in the fair value of the derivative instruments.

     We  designate  derivative  financial  instruments  as  either  a hedge or a
derivative  instrument.  For  hedging  instruments,  at the  trade  date,  these
instruments  and their  hedging  relationship  are  identified,  designated  and
documented.   For   derivative   financial   instruments   designated  as  hedge
instruments,  we evaluate the effectiveness of these hedges, at least quarterly,
to  ensure  that  there  remains  a highly  effective  correlation  in the hedge
relationship.  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
portion,  if any, is recognized as an expense in our consolidated  statements of
operations.

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

Results of  Operations  for the Years Ended  December 31, 2005 ("2005") and 2004
("2004")

     We are currently in our  reinvestment  period and  anticipate  entering our
liquidation   period  during  April  2008,   unless  our  Manager   extends  the
reinvestment period, which it may do, in its discretion, for up to an additional
three years.  While in the  reinvestment  period,  we will  continue to look for
equipment leases to purchase, either with cash or with a combination of cash and
financing. As such, we expect our revenue will fluctuate due to our selling some
equipment leases while purchasing other equipment leases. We also expect to have
gains and losses from the sales of equipment during this time period. As for our
expenses,  we anticipate  interest  expense to decrease as our outstanding  debt
decreases. If we enter into an equipment lease where we finance a portion of the
purchase price then interest expense will increase.

     Once we enter  our  liquidation  period,  we will  sell our  assets  in the
ordinary  course of business.  As we begin to sell our assets both rental income
and  finance  income will  decrease  over time as will  expenses  related to our
assets such as  depreciation  expense.  Additionally,  interest  expense  should
decrease as we reach the expiration of leases that were financed and the debt is
repaid to the lender.  As leased equipment is sold we will experience both gains
and losses on these sales.

         Revenue for 2005 and 2004 are summarized as follows:

<TABLE>
<CAPTION>
                                                            Years Ended December 31,
                                                 -----------------------------------------------
                                                     2005             2004            Change
                                                 ------------      ------------     -----------
<S>                                              <C>               <C>              <C>
 Total revenue                                   $ 30,349,467      $33,240,316      $(2,890,849)
                                                 ============      ===========      ===========

 Rental income                                   $ 28,816,933      $31,111,650      $(2,294,717)
 Finance income                                  $  1,318,855      $ 1,656,960      $  (338,105)
 Income from investments in joint ventures       $    345,661      $   425,066      $   (79,405)
 Net loss on sale of equipment                   $   (301,052)     $   (65,074)     $  (235,978)
 Interest and other income                       $    169,070      $   111,714      $    57,356

</TABLE>

     Revenue for 2005 decreased by $2,890,849, or 8.7%, as compared to 2004. The
decrease  in  revenue  is due  primarily  to a decrease  in rental  income  that
resulted from the renegotiated  lease terms of the Kenilworth lease.  Offsetting
this  decrease in rental  income is the increase in rental income as a result of
the new operating leases with Rite-Aid,  CompUSA, Hudson Crossing Surgery Center
and Short  Hills  Surgery  Center  which took  effect in 2005.  The  decrease in
finance income was due to the normal  amortization  of income which decreases as
leases  mature.  The  increase  in net loss in sale of  equipment  is due to the
increased  number of sales in 2005 as compared to 2004. The decrease in interest
income  was due to the  decrease  in  available  cash held in  interest  bearing
accounts by us during 2005 as compared to 2004.  This cash was used primarily to
invest in leased equipment and make member distributions in 2005.

                                       19
<PAGE>

         Expenses for 2005 and 2004 are summarized as follows:

<TABLE>
<CAPTION>
                                                             Years Ended December 31,
                                                 ----------------------------------------------
                                                      2005             2004            Change
                                                 ------------      -----------      -----------
<S>                                              <C>               <C>              <C>
 Total expenses                                  $ 33,126,595      $33,258,084      $  (131,489)
                                                 ============      ===========      ===========

 Depreciation and amortization                   $ 21,328,939      $22,968,907      $(1,639,968)
 Interest                                        $  5,653,467      $ 6,170,420      $  (516,953)
 Management fees - Manager                       $  2,131,445      $ 2,109,282      $    22,163
 Administrative expense reimbursements - Manager $    647,534      $ 1,139,479      $  (491,945)
 General and administrative                      $    596,519      $   528,722      $    67,797
 Impairment loss                                 $  3,182,485      $   236,003      $ 2,946,482
 Minority interest                               $   (413,794)     $   105,271      $  (519,065)

</TABLE>

     Expenses for 2005 decreased by $131,489,  or 0.4%, as compared to 2004. The
overall decrease in expenses is due primarily to the renegotiated lease terms of
the Kenilworth lease,  which resulted in decreased  depreciation  expense on the
co-generation plant held by Kenilworth. The decrease in interest expense was due
to the  renegotiated  lease terms on the Kenilworth  lease,  which resulted in a
repayment  of the note payable in July 2004 and the increase in the value of our
interest  rate  swaps  which  resulted  in a  decrease  of  interest  expense of
approximately $452,000. The increase in impairment loss was due to the Manager's
determination  that one of the  aircraft  was  impaired,  which  also  decreased
minority interest expense. The impairment charge was approximately $3,182,000.

Net Loss

     As a result of the foregoing factors, the net loss for 2005 was $2,777,128,
as  compared  to the net  loss for 2004 of  $17,768.  The net loss per  weighted
average number of additional members' shares outstanding for 2005 was $27.99, as
compared to the net loss per  weighted  average  number of  additional  members'
shares outstanding for 2004 of $0.18.

Results of  Operations  for the Years Ended  December 31, 2004 ("2004") and 2003
("2003")

         Revenue for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                 ----------------------------------------------
                                                     2004              2003            Change
                                                 ------------      -----------      -----------
<S>                                              <C>               <C>              <C>
 Total revenue                                   $ 33,240,316      $34,982,056      $(1,741,740)
                                                 ============      ===========      ===========

 Rental income                                   $ 31,111,650      $33,814,372      $(2,702,722)
 Finance income                                  $  1,656,960      $   746,514      $   910,446
 Income from investments in joint ventures       $    425,066      $   197,986      $   227,080
 Net loss on sale of equipment                   $    (65,074)     $    (2,753)     $   (62,321)
 Interest and other income                       $    111,714      $   225,937      $  (114,223)

</TABLE>

     Revenue for 2004 decreased by $1,741,740, or 5.0%, as compared to 2003. The
decrease  in  revenue  is due  primarily  to a decrease  in rental  income  that
resulted from the renegotiated lease terms of the Kenilworth lease. The increase
in finance  income was due to our  investment in three direct  finance leases in
2004. The increase in income from investment in joint ventures was due primarily
to newly  acquired  joint  venture  interests  by us in 2004.  The  decrease  in
interest  income was due to the  decrease  in  available  cash held in  interest
bearing  accounts  by us during  2004 as  compared  to 2003.  This cash was used
primarily to invest in leased equipment and make member distributions in 2004.

                                       20
<PAGE>
         Expenses for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>
                                                            Years Ended December 31,
                                                 ----------------------------------------------
                                                     2004             2003             Change
                                                 ------------      -----------      -----------
<S>                                              <C>               <C>              <C>
 Total expenses                                  $ 33,258,084      $35,775,893      $(2,517,809)
                                                 ============      ===========      ===========

 Depreciation and Amortization                   $ 22,968,907      $24,843,250      $(1,874,343)
 Interest                                        $  6,170,420      $ 7,716,000      $(1,545,580)
 Management fees - Manager                       $  2,109,282      $ 1,897,722      $   211,560
 Administrative expense reimbursements - Manager $  1,139,479      $   834,089      $   305,390
 General and administrative                      $    528,722      $   346,080      $   182,642
 Impairment loss                                 $    236,003      $         -      $   236,003
 Minority interest                               $    105,271      $   138,752      $   (33,481)

</TABLE>

     Expenses for 2004  decreased by  $2,517,809,  or 7.0%, as compared to 2003.
The overall  decrease in expenses is due  primarily  to the  renegotiated  lease
terms of the Kenilworth lease, which resulted in decreased  depreciation expense
on the co-generation plant held in Kenilworth.  The decrease in interest expense
was also due to the  renegotiated  lease terms of the  Kenilworth  lease,  which
resulted in a repayment of the note payable in July 2004 and the increase in the
value of our  interest  rate swaps  which  resulted  in a decrease  of  interest
expense of  approximately  $743,000.  The increase in both  management  fees and
administrative  expense reimbursements were due to the addition of new equipment
leases  throughout  2004 which  required  more of our Manager's  resources.  The
increase in impairment loss was due to the Manager's determination that a direct
finance lease's estimated  unguaranteed residual value was lower than originally
estimated.

Net Loss

     As a result of the foregoing factors, the net loss for 2004 was $17,768, as
compared to the net loss for 2003 of $793,837. The net loss per weighted average
number of additional members' shares outstanding for 2004 was $0.18, as compared
to the net loss per  weighted  average  number  of  additional  members'  shares
outstanding for 2003 of $8.65.

Liquidity and Capital Resources

Sources and Uses of Cash

     At  December  31,  2005 and  2004,  we had cash  and  cash  equivalents  of
$2,237,797 and $3,449,768,  respectively.  Historically, our main source of cash
is from financing  activities.  Our main use of cash is for investing activities
and financing activities.

     Our sources of cash during 2005 were from operating  activities,  financing
and investing activities.  Our main source of cash from operating activities was
the  collection  of  non-financed  receivables  from  direct  finance  leases of
approximately $5,186,000,  net of billings, which provided us with approximately
$4,113,000  of cash  from  operating  activities.  Our main  source of cash from
financing activities was from proceeds we received from our recourse debt in the
amount of $4,535,000. Our sources of cash from investing activities consisted of
distributions  received  from  joint  ventures  of  approximately  $657,000  and
proceeds from the sales of equipment of approximately $801,000.

     Our main  sources of cash during 2004 were from  operating  activities  and
investing activities.  Our main source of cash from operating activities was the
collection  of   non-financed   receivables   from  direct   finance  leases  of
approximately $4,393,000 which provided us with approximately $3,211,000 of cash
from  operating  activities.  Our  sources  of cash  from  investing  activities
consisted  of  distributions  received  from  joint  ventures  of  approximately
$581,000 and proceeds from the sales of equipment of approximately $296,000.

                                       21
<PAGE>

     Our main  sources  of cash  during  2003  were from  financing  activities,
operating activities and investing  activities.  During 2003, our main source of
cash was from financing activities of approximately  $36,955,000 relating to the
issuance of additional member shares,  net of offering expenses of approximately
$4,781,000.  Our  source  of cash from  operating  activities  consisted  of the
collection  of   non-financed   receivables   from  direct   finance  leases  of
approximately $2,393,000 which provided us with approximately $1,778,000 of cash
from  operating  activities.  Our  source  of  cash  from  investing  activities
consisted  of  approximately  $554,000  from  the  proceeds  from  the  sales of
equipment.

     Our primary cash outflows  during 2005 were from  investing  activities and
financing  activities.  Our  uses of cash  during  2005  relating  to  financing
activities were cash  distributions to our members of  approximately  $8,929,000
and the redemption of additional  member shares of approximately  $161,000.  Our
uses of cash during 2005  relating to  investing  activities  were for loans and
advances to  affiliates  of  $1,500,000,  which were  repaid  with  investments.
Additionally our uses of cash relating to investing  activities of approximately
$575,000 were for amounts paid to an affiliate for operating  leases acquired in
2004.

     Our primary cash outflows  during 2004 were from  investing  activities and
financing  activities.  Our  uses of cash  during  2004  relating  to  financing
activities were cash  distributions to our members of  approximately  $8,849,000
and the redemption of additional  member shares of approximately  $521,000.  Our
uses of cash during 2004 relating to investing  activities  were  investments in
various  leases  and  joint  ventures  of  approximately  $4,345,000,  loans and
advances to affiliates of approximately  $650,000 and  distributions to minority
interest owners of our consolidated joint ventures of approximately $925,000.

     Our primary cash outflows  during 2003 were from  investing  activities and
financing  activities.  Our  uses of cash  during  2004  relating  to  financing
activities were cash  distributions to our members of  approximately  $8,036,000
and the redemption of additional  member shares of approximately  $622,000.  Our
uses of cash during 2003 relating to investing  activities  were  investments in
various leases,  joint ventures and unguaranteed  residual value  investments of
approximately  $24,185,000 and  distributions to minority interest owners of our
consolidated joint ventures of approximately $1,251,000.

Financings and Borrowings

     We have both non-recourse and recourse debt  obligations.  The non-recourse
debt  obligations  are being paid  directly  to the  lenders by the  lessees and
accrue  interest  at rates  ranging  from 4.04% per year to 9.50% per year.  The
outstanding balances of our non-recourse debt at December 31, 2005 and 2004 were
$93,247,942 and $117,261,455, respectively.

     On August 31,  2005,  we, along with  certain of our  affiliates  (entities
sponsored  and  organized by our  Manager),  Fund Eight B, ICON Income Fund Ten,
LLC,  and ICON  Leasing  Fund Eleven,  LLC ("Fund  Eleven")  (collectively,  the
"Borrowers")  entered into a Commercial  Loan Agreement (the "Loan  Agreement"),
with California Bank & Trust (the "Lender").  The Loan 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  Loan
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,  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 (which was
7.5% at December 31, 2005). In accordance with the Loan 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.

                                       22
<PAGE>

     In  accordance  with the terms and  conditions of the Loan  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 Loan 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 Loan
Agreement.

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement") pursuant to which the Borrowers 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  free cash  flow,  or (b) the  greater  of (i) the
borrowing  base, as defined in the Loan  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 Loan  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 for all the Borrowers.

     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 prior revolving credit facility.

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

     Our Manager believes that with the cash we have currently  available,  cash
being generated from our leases,  cash distributions from our joint ventures and
proceeds  from  equipment  sales,  we  have  sufficient  cash  to  continue  our
operations into the foreseeable future. However, our ability to generate cash in
the future is subject to general economic,  financial,  competitive,  regulatory
and other factors that affect our lessee's business that are beyond our control.
See "Item 1A. Risk Factors."

Distributions

     We pay monthly  distributions to our members beginning with the first month
after the members' admission through the termination of the reinvestment period,
which we anticipate will be April 29, 2008. We paid  distributions to additional
members for the years ended  December  31,  2005,  2004 and 2003 of  $8,840,105,
$8,758,942 and $7,955,313 respectively. We paid distributions to our Manager for
the years ended December 31, 2005, 2004 and 2003 of $89,294, $89,744 and $80,356
respectively.

Contractual Obligations and Commitments

     At December 31,  2005,  we are parties to both  recourse  and  non-recourse
debt.  The lenders have  security  interests in the  equipment  relating to each
non-recourse  debt instrument and an assignment of the rental payments under the
leases  associated  with the  equipment.  If the  lessee  were to default on the
non-recourse   debt  the   equipment   would  be   returned  to  the  lender  in
extinguishment  of the non-recourse  debt. We are a party to a revolving line of
credit as discussed in the financing and borrowings section above.

                                       23
<PAGE>

     Principal  maturities of our non-recourse  debt consist of the following at
December 31, 2005:

<TABLE>
<CAPTION>
                                    Less Than 1       1 - 3        3 - 5     More Than 5
                      Total            Year           Years        Years        Years
                   ------------   ------------    ------------   ---------   -----------

<S>                <C>            <C>             <C>            <C>         <C>
Non-recourse debt  $ 93,247,942   $ 48,794,655    $ 43,577,056   $ 876,231   $         -
                   ============   ============    ============   =========   ===========

</TABLE>

     We have a commitment  in regards to our 100% owned  Cathay  aircraft to pay
50% of the maintenance overhaul costs, which were incurred during June 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 costs.

Off-Balance Sheet Transactions

         None.

Inflation and Interest Rates

     The potential  effects of inflation on us are difficult to predict.  If the
general economy  experiences  significant rates of inflation,  however, it could
affect us in a number of ways. We do not  currently  have or expect to have rent
escalation  clauses tied to inflation in our leases.  The  anticipated  residual
values  to be  realized  upon the  sale or  re-lease  of  equipment  upon  lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.

     If  interest  rates  increase  significantly,  the lease  rates that we can
obtain on future  leases may be expected to increase as the cost of capital is a
significant  factor in the pricing of lease financing.  Leases already in place,
for the most part, would not be affected by changes in interest rates.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
include  changes in interest rates and the demand for equipment (and the related
residuals)  owned by us. We believe  that our  exposure to other  market  risks,
including foreign currency  exchange rate risk,  commodity risk and equity price
risk, are  insignificant,  at this time, to both our financial  position and our
results of operations.

     In general, we manage our 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  payments  under the leases  are  assigned  to the  lenders in
satisfaction  of the debt. We may finance  leases with a floating  interest rate
and we are therefore exposed to interest rate risk until fixed rate financing is
arranged.

     To hedge our variable  interest  rate risk, we may enter into interest rate
swap contracts that will effectively  convert the underlying  floating  interest
rates to a fixed interest rate. In general,  these swap  agreements  will reduce
our interest  rate risk  associated  with  variable  interest  rate  borrowings.
However,  we will be exposed  to and  manage  credit  risk  associated  with the
counterparty to the swap agreement by dealing only with institutions our Manager
considers financially sound.

     Effective March 14, 2006, we refinanced the  non-recourse  debt obligations
of the three car and truck  carrying  vessels.  The  non-recourse  debt  accrues
interest at LIBOR plus 1.50% per year.  Simultaneously with the refinancing,  we
entered  into  three  identical  interest  rate swap  contracts,  each  having a
notional  amount of  $17,000,000,  with  Fortis  Bank.  We  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 7.02% per year.

                                       24
<PAGE>

     We manage our exposure to equipment  and residual  risk by  monitoring  the
markets our leased equipment is in and maximizing  remarketing  proceeds through
re-lease or sale of equipment.


<TABLE>
<CAPTION>

Item 8.   Consolidated Financial Statements

<S>                                                                              <C>
     Index to Consolidated Financial Statements                                  Page

     Report of Independent Registered Public Accounting Firm                      26

     Consolidated Balance Sheets at December 31, 2005 and 2004                    27

     Consolidated Statements of Operations for the Years Ended December 31,
       2005, 2004 and 2003                                                        29

     Consolidated Statement of Changes in Members' Equity for the Years Ended
       December 31, 2003, 2004 and 2005                                           30

     Consolidated Statements of Cash Flows for the Years Ended December 31,
       2005, 2004 and 2003                                                        31

     Notes to Consolidated Financial Statements                                   33

</TABLE>

                                       25
<PAGE>

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.


October 31, 2006
New York, New York


                                       26
<PAGE>


                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)
                           Consolidated Balance Sheets
                                  December 31,

                                     ASSETS

                                                    2005            2004
                                                 ------------   -------------
 Cash and cash equivalents                       $  2,237,797   $   3,449,768
                                                 ------------   -------------

 Investments in finance leases:
      Minimum rents receivable                     11,895,122      19,125,597
      Estimated unguaranteed residual values        1,753,811       1,753,811
      Initial direct costs, net                       124,284         250,475
      Unearned income                              (1,256,271)     (2,575,125)
                                                 ------------   -------------

         Net investments in finance leases         12,516,946      18,554,758
                                                 ------------   -------------

 Investments in operating leases:
      Equipment, at cost                          195,639,121     198,825,080
      Accumulated depreciation                    (70,791,992)    (49,595,834)
                                                 ------------   -------------

         Net investments in operating leases      124,847,129     149,229,246
                                                 ------------   -------------

 Investments in joint ventures                      5,473,170       5,770,341
 Investments in unguaranteed residual values        3,339,010       4,440,907
 Interest rate swap contracts                         720,458         268,496
 Due from Manager and affiliates                      136,760         250,698
 Other assets, net                                  2,364,289       2,136,241
                                                 ------------   -------------

         Total assets                            $151,635,559   $ 184,100,455
                                                 ============   =============

See accompanying notes to consolidated financial statements

                                       27
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)
                           Consolidated Balance Sheets
                                  December 31,

                         LIABILITIES AND MEMBERS' EQUITY


<TABLE>
<CAPTION>
                                                                       2005              2004
                                                                   -------------    ------------
<S>                                                                <C>              <C>
 Notes payable - non-recourse                                      $  93,247,942    $ 117,261,455
 Notes payable - recourse                                              4,535,000                -
 Accrued expenses and other liabilities                                  653,581          454,363
 Deferred rental income                                                  269,184          671,928
 Due to Manager and affiliates                                           196,673          677,187
 Minority interest                                                       189,926          579,719
                                                                   -------------    -------------

      Total liabilities                                               99,092,306      119,644,652
                                                                   -------------    -------------

 Commitments and contingencies

 Members' equity:
     Manager (one share outstanding, $1,000 per share
        original issue price)                                           (336,081)        (219,016)
     Additional Members (98,144 and 98,348
        shares outstanding, $1,000 per share
        original issue price)                                         52,924,519       64,674,819
      Accumulated other comprehensive income                             (45,185)               -
                                                                   -------------    -------------

      Total members' equity                                           52,543,253       64,455,803
                                                                   -------------    -------------

      Total liabilities and members' equity                        $ 151,635,559    $ 184,100,455
                                                                   =============    =============
</TABLE>

See accompanying notes to consolidated financial statements

                                       28
<PAGE>
                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)
                      Consolidated Statements of Operations
                            Years Ended December 31,

<TABLE>
<CAPTION>

                                                      2005             2004            2003
                                                 ------------      -----------      -----------
<S>                                              <C>               <C>             <C>
 Revenue:
      Rental income                              $ 28,816,933      $31,111,650      $33,814,372
      Finance income                                1,318,855        1,656,960          746,514
      Income from investments in joint ventures       345,661          425,066          197,986
      Net loss on sale of equipment                  (301,052)         (65,074)          (2,753)
      Interest and other income                       169,070          111,714          225,937
                                                 ------------      -----------      -----------

         Total revenue                             30,349,467       33,240,316       34,982,056
                                                 ------------      -----------      -----------

 Expenses:
      Depreciation and amortization                21,328,939       22,968,907       24,843,250
      Interest                                      5,653,467        6,170,420        7,716,000
      Management fees - Manager                     2,131,445        2,109,282        1,897,722
      Administrative expense reimbursements
        - Manager                                     647,534        1,139,479          834,089
      General and administrative                      596,519          528,722          346,080
      Impairment loss                               3,182,485          236,003                -
      Minority interest                              (413,794)         105,271          138,752
                                                 ------------      -----------      -----------

         Total expenses                            33,126,595       33,258,084       35,775,893
                                                 ------------      -----------      -----------

 Net 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           90,813
                                                 ============      ===========      ===========

 Net loss per weighted average Additional
      Members' share                             $     (27.99)     $     (0.18)     $     (8.65)
                                                 ============      ===========      ===========

</TABLE>
See accompanying notes to consolidated financial statements

                                       29
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)
              Consolidated Statement of Changes in Members' Equity
                  Years Ended December 31, 2003, 2004 and 2005


<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                                                                    Other             Total
                                          Additional Member       Additional                     Comprehensive       Members'
                                               Shares              Members        Manager       Income (Loss)        Equity
                                          -----------------   --------------   ------------    ---------------   --------------

<S>                                             <C>          <C>               <C>             <C>                   <C>
Balance, January 1, 2003                          57,930      $  46,379,318    $   (40,800)    $          -          46,338,518

 Proceeds from issuance of additional
     members' shares                              41,736         41,736,480              -                -          41,736,480

 Sales 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)               -          73,842,948

 Cash 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)               -          64,455,803
 Cash 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
                                            ============      =============    ===========     ============     ===============

</TABLE>
 See accompanying notes to consolidated financial statements

                                       30
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,


<TABLE>
<CAPTION>
                                                                                        2005            2004             2003
                                                                                    -----------     ------------     ------------
 Cash flows from operating activities
<S>                                                                                 <C>             <C>                  <C>
      Net loss                                                                      $(2,777,128)    $    (17,768)        (793,837)
       Adjustments to reconcile net loss to net cash provided 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            2,753
            Depreciation and amortization                                            21,328,939       22,968,907       24,843,250
            Interest expense on non-recourse financing paid directly
               to lenders by lessees                                                  5,918,949        6,826,076        7,915,380
            Change 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          138,752
         Changes in operating assets and liabilities:
            Collection of principal - non-financed receivables                        5,185,643        4,392,885        2,392,613
            Due to/from Manager and affiliates                                          208,151          919,796         (388,000)
            Other assets, net                                                          (258,520)         160,981          231,467
            Accrued 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        1,777,748
                                                                                    -----------     ------------     ------------

 Cash 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          554,407
      Loans 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                       -                -       36,955,462
      Fiancing 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)      28,298,267
                                                                                    -----------     ------------     ------------

 Effects of exchange rates on cash and cash equivalents                                 (45,185)               -                -
                                                                                    -----------     ------------     ------------

 Net (decrease) increase in cash and cash equivalents                                (1,211,971)     (11,201,787)       5,194,563
 Cash and cash equivalents, beginning of the period                                   3,449,768       14,651,555        9,456,992
                                                                                    -----------     ------------     ------------
Cash and cash equivalents, end of period                                            $ 2,237,797     $  3,449,768     $ 14,651,555
                                                                                    ===========     ============     ============
</TABLE>

See accompanying notes to consolidated financial statements

                                       31
<PAGE>



                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,

<TABLE>
<CAPTION>
                                                                                2005           2004         2003
                                                                             -----------  ------------  -----------
<S>                                                                          <C>          <C>           <C>
 Supplemental disclosure of cash flow information:
      Cash paid during the period for interest                               $   159,800  $    87,388   $    91,559
                                                                             ===========  ===========   ===========

 Supplemental 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 payable
         paid directly to lenders by lessees                                 $29,655,779  $32,007,317   $30,407,300
                                                                             ===========  ============  ===========
      Other Assets acquired from affiliate in exchange
         for amounts owed                                                    $   755,000  $   650,000   $         -
                                                                             ===========  ===========   ===========
      Interest in Finance Lease acquired from affiliate
       in exchange for amounts owed                                          $   745,000  $         -   $         -
                                                                             ===========  ===========   ===========

</TABLE>

See accompanying notes to consolidated financial statements

                                       32
<PAGE>

                           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.


                                       33
<PAGE>
                           ICON Income Fund Nine, LLC
                     (A Delaware limited Liability Company)
                   Notes To Consolidated Financial Statements
                        December 31, 2005, 2004 and 2003

(1)    Organization - continued

     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.

                                       34
<PAGE>

                           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.

                                       35
<PAGE>

                           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.

     For  operating  leases,  rental  income is  recognized on the straight line
method over the lease term.  Billed and uncollected  operating lease receivables


                                       36
<PAGE>

                           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

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  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.

                                       37
<PAGE>

                           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 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 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

                                       38
<PAGE>

                           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

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 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


                                       39
<PAGE>

                           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

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 Ending
   December 31,
   -------------
       2006              $  7,227,231
       2007              $  3,450,924
       2008              $    803,451
       2009              $    413,516


(4)    Investments in Operating Leases

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


                                             2005             2004
                                        -------------    -------------
 Aircraft                               $  93,978,544    $  97,161,029
 Cargo vessels                             75,664,671       75,664,671
 Co-generation facility                    15,787,934       15,787,934
 Railcars                                   5,631,436        5,631,436
 Material handling, telecommunication
    and computer equipment                  4,576,536        4,580,010
                                        -------------    -------------


                                          195,639,121      198,825,080
 Accumulated 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

                                       40
<PAGE>

                           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

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.

     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.

                                       41
<PAGE>

                           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 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  $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 Ending
   December 31,
   ------------
       2006           $  31,557,724
       2007           $  26,868,733
       2008           $  16,407,507
       2009           $  16,770,915
       2010           $  15,445,772


                                       42
<PAGE>

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

 (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  $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.

                                       43
<PAGE>

                           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

     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.

     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             2004
                                                 ------------      -----------
Assets                                           $  1,342,862      $ 2,242,714
                                                 ============      ===========
Liabilities                                      $    207,302      $   492,904
                                                 ============      ===========
Equity                                           $  1,135,560      $ 1,749,810
                                                 ============      ============
LLC's share of equity                            $    285,366      $   439,727
                                                 ============      ===========

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

(1)  The LLC's share of operations and  distributions is for the one month ended
     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.

     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:

                                       44
<PAGE>

                           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

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

                                                             (Unaudited)
                                                             Period From
                                           (Unaudited)     April 30,  2004
                                           Year  Ended         Through
                                           December 31,      December 31,
                                               2005              2004
                                          ------------      --------------
Net income                                $    170,681      $      128,010
                                          ============      ==============
LLC's share of net income                 $     44,377      $       33,283
                                          ============      ==============
Distributions                             $  1,383,289      $    1,842,130
                                          ============      ==============
LLC'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.

     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:

                                       45
<PAGE>

                           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

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

                                                  (Unaudited)
                                           Years Ended December 31,
                                  -------------------------------------------
                                       2005            2004          2003
                                  ------------      -----------   -----------
Net 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  approximately  $27,000  through
September  30,  2006,  will be used to pay down  the  principal  balance  of the
related non-recourse debt.

                                       46
<PAGE>

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

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

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.

     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.

                                       47
<PAGE>

                           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

     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 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.

                                       48
<PAGE>
                           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

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

   Years Ending
   December 31,
   ------------
       2006                  $  22,334,205
       2007                  $  17,913,807
       2008                  $  15,340,766
       2009                  $  11,815,726
       2010                  $  10,048,038
    Thereafter               $  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.

     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,


                                       49
<PAGE>

                           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

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.

     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

                                       50
<PAGE>

                           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 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:

<TABLE>
<CAPTION>

         Entity               Capacity                  Compensation                    2005             2004            2003
         -------              ---------                 -------------               -----------     ------------     ------------
<S>                          <C>                         <C>                        <C>             <C>             <C>
 ICON Capital Corp.          Manager                     Organization and
                                                            offering expenses (1)   $         -     $          -     $    626,083
                                                                                    ===========     ============     ============
 ICON Securities Corp.       Managing broker-dealer      Underwriting fees (1)      $         -     $          -     $    834,777
                                                                                    ===========     ============     ============
 ICON Capital Corp.          Manager                     Acquisition fees (2)       $         -     $     51,632     $  1,776,676
                                                                                    ===========     ============     ============
 ICON Capital Corp.          Manager                     Management fees (3)        $ 2,131,445     $  2,109,282     $  1,897,722
                                                                                    ===========     ============     ============
 ICON Capital Corp.          Manager                     Administrative fees (3)    $   647,534     $  1,139,479     $    834,089
                                                                                    ===========     ============     ============

</TABLE>

(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 $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.

                                       51
<PAGE>

                           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 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.

(12) Other Comprehensive Income (Loss)

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

<TABLE>
<CAPTION>

                                                     2005             2004             2003
                                                 ------------      -----------      -----------
<S>                                              <C>               <C>              <C>
 Net 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)
                                                 ============      ===========      ===========

</TABLE>


(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.

                                       52
<PAGE>

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

(13)   Commitments and Contingencies

     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.

(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:

                                       53
<PAGE>

                           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) - continued

<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                 -------------------------------------------
                                                      2005             2004           2003
                                                 ------------      -----------   -----------
<S>                                              <C>               <C>           <C>
Net loss per consolidated financial statements   $ (2,777,128)     $   (17,768)  $  (793,837)

Direct finance leases                               6,034,568        4,994,525     1,646,099
Depreciation expense                                1,207,259        1,466,952     5,047,682
Interest expense - consolidating joint venture     (5,298,044)       3,200,132     3,498,228
Loss on sale of equipment                                   -            9,829        27,121
Rent - 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)      638,467
                                                 ------------      -----------   -----------
Net income (loss) for Federal income
    tax purposes                                 $  3,513,309      $  (174,390)  $(1,597,540)
                                                 ============      ===========   ===========
</TABLE>


(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.

(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:

<TABLE>
<CAPTION>
                                                                           Year Ended December 31, 2005
                                                 ---------------------------------------------------------------------------------
                                                     United           United                           South
                                                     States           Kingdom         Norway          East Asia           Total
                                                 ------------      ------------     -----------     ------------     -------------

<S>                                             <C>                <C>              <C>             <C>              <C>
 Revenue:
      Rental income                              $  8,642,014      $         -      $11,862,855     $  8,312,064     $   28,816,933
      Finance income                                1,001,015                -                -          317,840          1,318,855
      Income from investments in joint ventures      (106,593)               -                -          452,254            345,661
                                                 ------------      -----------      -----------     ------------     --------------

                                                 $  9,536,436      $         -      $11,862,855     $  9,082,158     $   30,481,449
                                                 ============      ===========      ===========     ============     ==============

</TABLE>

                                       54
<PAGE>

                           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


<TABLE>
<CAPTION>
                                                                              At December 31, 2005
                                                   -----------------------------------------------------------------------------
                                                      United         United                          South
                                                      States         Kingdom         Norway        East Asia           Total
                                                   ------------   -------------  -------------   --------------    -------------
<S>                                                <C>            <C>            <C>             <C>               <C>
 Long-lived assets:
      Investments in finance leases:
         Minimum rents receivable                  $  9,904,586   $           -  $           -   $    1,990,536    $  11,895,122
         Estimated unguaranteed residual values       1,302,239               -              -          451,572        1,753,811
         Initial direct costs, net                       96,205               -              -           28,079          124,284
         Unearned income                             (1,010,270)              -              -         (246,001)      (1,256,271)
                                                    -----------   -------------  -------------   --------------    -------------

                                                   $ 10,292,760   $           -  $           -   $    2,224,186    $  12,516,946
                                                   ============   =============  =============   ==============    =============

      Investments in operating leases, net         $ 22,981,533   $           -  $  47,221,733   $   54,643,863    $ 124,847,129
                                                   ============   =============  =============   ==============    =============
      Investments in joint ventures                $  1,137,485   $           -  $           -   $    4,335,685     $  5,473,170
                                                   ============   =============  =============   ==============    =============
      Investments in unguaranteed residual values  $          -   $   3,339,010  $           -   $            -     $  3,339,010
                                                   ============   =============  =============   ==============    =============

                                                                                Year Ended December 31, 2004
                                                   -----------------------------------------------------------------------------
                                                      United          United                          South
                                                      States         Kingdom         Norway         East Asia          Total
                                                   ------------   -------------  -------------   --------------    -------------
 Revenue:
      Rental income                                $ 10,466,551   $           -  $  12,277,792   $    8,367,307    $  31,111,650
      Finance income                                  1,229,552               -              -          427,408        1,656,960
      Income 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, 2004
                                                   -----------------------------------------------------------------------------
                                                      United         United                         South
                                                      States         Kingdom         Norway        East Asia           Total
                                                   ------------   -------------  -------------   --------------    -------------
 Long-lived assets:
      Investments in finance leases:
         Minimum rents receivable                  $ 15,808,029   $           -                   $   3,317,568    $  19,125,597
         Estimated unguaranteed residual values       1,302,239               -              -          451,572        1,753,811
         Initial direct costs, net                      186,120               -              -           64,355          250,475
         Unearned income                             (2,011,284)              -              -         (563,841)      (2,575,125)
                                                   ------------   -------------  -------------   --------------    -------------

                                                   $ 15,285,104   $           -              -   $    3,269,654    $  18,554,758
                                                   ============   =============  =============   ==============    =============


       Investments in operating leases, net        $ 33,830,945   $           -  $  55,968,081   $   59,430,220    $ 149,229,246
                                                   ============   =============  =============   ==============    =============
       Investments in joint ventures               $  1,886,908   $           -  $           -   $    3,883,433    $   5,770,341
                                                   ============   =============  =============   ==============    =============
       Investments in unguaranteed residual values $          -   $   4,440,907  $           -   $            -    $   4,440,907
                                                   ============   =============  =============   ==============    =============

</TABLE>

                                       55
<PAGE>

                           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:


<TABLE>
<CAPTION>

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


                                                                       Quarters Ended in 2004
                                                    March 31,        June 30,     September 30,   December 31,
                                                  -----------      -----------    -------------   ------------

Revenue                                           $ 8,963,531      $ 9,080,922    $   7,676,185   $  7,519,678
                                                  ===========      ===========    =============   ============
Net income (loss) allocable to additional members $    89,670      $   153,512    $    (440,576)  $    179,804
                                                  ===========      ===========    =============   ============
Net (loss) income per weighted average additional
member shares additional member shares            $      0.91      $      1.55    $       (4.48)  $       1.84
                                                  ===========      ===========    =============   ============


                                                                       Quarters Ended in 2003
                                                   March 31,         June 30,     September 30,   December 31,
                                                 ------------      -----------    -------------   ------------

Revenue                                          $  8,748,027      $ 8,746,486    $   8,950,551   $  8,536,992
                                                 ============      ===========    =============   ============
Net (loss) income allocable
   to additional members                         $   (594,185)     $  (363,342)   $    (152,471)  $    324,099
                                                 ============      ===========    =============   ============
Net (loss) income per weighted average
     additional member shares                    $      (8.76)     $     (3.76)   $       (1.54)  $       5.41
                                                 ============      ===========    =============   ============

</TABLE>

                                       56
<PAGE>

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

     During the year ended  December 31, 2005 we had no  disagreements  with our
accountants on any matters of accounting or financial reporting.

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 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 as soon as practicable.

     Our Chief  Executive  Officer and the Principal  Financial  and  Accounting
Officer concluded that our Manager's disclosure controls and procedures were not
effective  as of December  31, 2005 to  properly  record the correct  accounting
treatment for certain transactions described in the 2004 10-K.

     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.  Our Manager will continue to evaluate its disclosure
controls and procedures to determine their  effectiveness  and adequacy and will
take the steps necessary,  in our Manager's  opinion,  to ensure the adequacy of
our Manager's disclosure controls and procedures.

     Based on the  foregoing  evaluation,  except  as  noted  below,  the  Chief
Executive Officer and the Principal  Financial and Accounting  Officer concluded
that our Manager's  disclosure  controls and procedures were effective as of the
filing date of this Annual Report.

     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.

                                       57
<PAGE>

     Our  Manager's  Chief  Executive   Officer  and  Principal   Financial  and
Accounting  Officer have determined that no weakness in disclosure  controls and
procedures  had any  material  effect on the accuracy  and  completeness  of our
financial reporting and disclosure included in this report.

Item 9B. Other Information

         Not applicable.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant's Manager

     Our Manager, ICON Capital Corp., a Connecticut  corporation,  was formed in
1985.  The  Manager's  principal  offices are located at 100 Fifth  Avenue,  4th
Floor, New York, New York 10011, and the telephone number is (212) 418-4700. The
officers of our Manager have extensive  experience with  transactions  involving
the  acquisition,  leasing,  financing and  disposition of equipment,  including
acquiring  and  disposing  of  equipment  subject to leases  and full  financing
transactions.

     Our Manager is engaged in a broad range of equipment  leasing and financing
activities.  Through  its  sales  representatives  and  through  various  broker
relationships  throughout the United States, the Manager offers a broad range of
equipment leasing services.

     Our Manager  performs  certain  services  relating to the management of our
equipment.  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.

         Our Manager's Officers and Directors are:

          Name            Age   Position
    ----------------      ---   ----------------------------------------------
 Beaufort J. B. Clarke     60   Chairman, Chief Executive Officer and Director
 Paul B. Weiss             45   President and Director
 Thomas W. Martin          53   Chief Operating Officer, Chief Financial Officer
                                  and Director

     Beaufort J. B. Clarke has been our Chairman,  Chief  Executive  Officer and
Director  since August of 1996. He was our  President  from August of 1996 until
December  31,  1998.  Prior to his present  positions,  Mr.  Clarke was founder,
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc.  (a
purchaser  of equipment  leasing  portfolios)  from October 1993 through  August
1996. Prior to that, Mr. Clarke was President of Gemini Financial Holdings, Inc.
(an  equipment   leasing  company)  from  June  1990  through   September  1993.
Previously,  Mr. Clarke was a Vice President of AT&T Systems Leasing. Mr. Clarke
formerly was an attorney  with Shearman and  Sterling.  Mr. Clarke  received his
B.A. from The George Washington University and a J.D. degree from the University
of South Carolina.  Mr. Clarke has been in the equipment leasing business,  as a
business person and lawyer, since 1979.

     Paul B. Weiss has been our  President  and Director  since January 1, 1999.
Mr. Weiss was our Director and Executive  Vice President  responsible  for lease
acquisitions  from November of 1996 until December 31, 1998. Mr. Weiss served as
Executive Vice President and  co-founder of Griffin Equity  Partners,  Inc. from
October of 1993 through  November of 1996.  Prior to that,  Mr. Weiss was Senior
Vice  President of Gemini  Financial  Holdings,  Inc. from 1991 to 1993 and Vice
President of Pegasus  Capital  Corporation (an equipment  leasing  company) from
1988 through 1991. Mr. Weiss has a B.A. in Economics from  Connecticut  College.
Mr. Weiss has been in the equipment leasing business since 1988.

     Thomas W. Martin,  has been our Chief Operating Officer since February 2006
and has been our Chief Financial  Officer and Director (and Director,  President
and Treasurer of the  dealer-manager  as well) since August of 1996.  Mr. Martin
was the Executive Vice President,  Chief  Financial  Officer and a co-founder of
Griffin Equity  Partners,  Inc. from October 1993 to August 1996. Prior to that,
Mr. Martin was Senior Vice  President of Gemini  Financial  Holdings,  Inc. from
April  1992 to  October  1993  and he held the  position  of Vice  President  at
Chancellor  Corporation (an equipment  leasing  company) for 7 years. Mr. Martin
has a B.S. degree from  University of New Hampshire.  Mr. Martin has been in the
equipment leasing business since 1983.

                                       58
<PAGE>

     Code of Ethics

     Our  Manager,  on our  behalf,  has  adopted a code of ethics for its Chief
Executive  Officer,  Chief Financial Officer and Chief Accounting  Officer.  The
Code of Ethics is available  free of charge by requesting it in writing from our
Manager.  Our Manager's  address is 100 Fifth Avenue,  4th Floor,  New York, New
York 10011.

Item 11. Executive Compensation

         We have no directors or officers. Our Manager and its affiliates were
     paid or accrued the following compensation and reimbursement for costs and
     expenses for the years ended December 31, 2005, 2004 and 2003.

<TABLE>
<CAPTION>

     Entity                    Capacity                 Compensation                     2005           2004             2003
     -------                   ---------                -------------               -----------     ------------     ------------
<S>                         <C>                         <C>                         <C>             <C>
 ICON Capital Corp.          Manager                     Organization and
                                                            offering expenses (1)   $         -     $          -     $    626,083
                                                                                    ===========     ============     ============

 ICON Securities Corp.       Managing broker-dealer      Underwriting fees (1)      $         -     $          -     $    834,777
                                                                                    ===========     ============     ============
 ICON Capital Corp.          Manager                     Acquisition fees (2)       $         -     $     51,632     $  1,776,676
                                                                                    ===========     ============     ============
 ICON Capital Corp.          Manager                     Management fees (3)        $ 2,131,445     $  2,109,282     $  1,897,722
                                                                                    ===========     ============     ============
 ICON Capital Corp.          Manager                     Administrative fees (3)    $   647,534     $  1,139,479     $    834,089
                                                                                    ===========     ============     ============

</TABLE>

(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.

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

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Security Holder Matters

     (a)  We are a limited  liability  company and  therefore do not have voting
          shares of stock.  No person of record owns,  or is known by us to own,
          beneficially more than 5% of any class of our securities.

     (b)  As of September 30, 2006, Directors and Officers of our Manager do not
          own any of our equity securities.

     (c)  Our Manager  owns an  interest  which  represents  initially a 1% and
          potentially  a 10%  interest  in our  income,  gain  and  losses  (the
          "Manager Interest"). Our Manager owns 100% of the Manager Interest.

Item 13. Certain Relationships and Related Transactions

     See Item 11 for a discussion of our related party transactions. See Notes 5
and 10 to our financial  statements for a discussion of our investments in joint
ventures and transactions with related parties.

                                       59
<PAGE>

Item 14. Principal Accountant Fees and Services

     During the years ended  December  31,  2005,  2004,  and 2003 our  auditors
provided  audit  services  relating  to our  annual  report on Form 10-K and our
quarterly  reports on Form  10-Q.  Additionally,  our  auditors  provided  other
services in the form of tax compliance  work.  Their fees are shown in the table
below:

                                   2005        2004          2003
                              ------------  -----------   -----------
 Audit fees                   $     65,750  $    81,100   $    20,125
 Audit related fees                  1,350            -             -
 Tax fees (for compliance)          19,500       17,550             -
                              ------------  -----------   -----------

                              $    107,227  $    98,650   $    20,125
                              ============  ============  ===========


                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

     (a) 1. Financial Statements

     See index to financial  statements included as Item 8 to this Annual Report
on Form 10-K hereof.

         2. Financial Statement Schedules

          Schedules  not 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 as of August 31, 2005 (incorporated  herein by reference to
               Exhibit  10.1 to ICON Income Fund Nine's  Current  Report on Form
               8-K, filed September 7, 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. ss.1350, as adopted pursuant
              to Section 906 of the Sarbanes-Oxley Act of 2002.

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

                                       60
<PAGE>
                                   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: November 14, 2006

/s/ Beaufort J.B. Clarke
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)


Date: November 14, 2006

/s/ Paul B. Weiss
Paul B. Weiss
President and Director


Date: November 14, 2006

/s/ Thomas W. Martin
Thomas W. Martin
Chief Operating Officer 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.

                                       61