ICON LEASING FUND TWELVE, LLC - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - ICON LEASING FUND TWELVE, LLC	Financial_Report.xls
EX-32.2 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND TWELVE, LLC	exhibit32.2.htm
EX-32.3 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND TWELVE, LLC	exhibit32.3.htm
EX-32.1 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND TWELVE, LLC	exhibit32.1.htm
EX-31.3 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND TWELVE, LLC	exhibit31.3.htm
EX-31.2 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND TWELVE, LLC	exhibit31.2.htm
EX-31.1 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND TWELVE, LLC	exhibit31.1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended

September 30, 2014

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

For the transition period from

Commission File Number:

000-53189

ICON Leasing Fund Twelve, LLC

(Exact name of registrant as specified in its charter)

Delaware	20-5651009
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3 Park Avenue, 36^th Floor, New York, New York	10016
(Address of principal executive offices)	(Zip Code)

(212) 418-4700

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑ Yes

o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☑ Yes

o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer ☑ (Do not check if a smaller reporting company)	Smaller reporting company o

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

o Yes

☑ No

Number of outstanding shares of limited liability company interests of the registrant on October 24, 2014 is 348,335.

ICON Leasing Fund Twelve, LLC Table of Contents
		Page

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements		1

Consolidated Balance Sheets		1

Consolidated Statements of Comprehensive Income		2

Consolidated Statements of Changes in Equity		3

Consolidated Statements of Cash Flows		4

Notes to Consolidated Financial Statements		6

Item 2. Manager’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3. Quantitative and Qualitative Disclosures About Market Risk		32

Item 4. Controls and Procedures		32

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		33

Item 1A. Risk Factors		33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		33

Item 3. Defaults Upon Senior Securities		33

Item 4. Mine Safety Disclosures		33

Item 5. Other Information		33

Item 6. Exhibits		34

Signatures		35

Table of contents

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ICON Leasing Fund Twelve, LLC
(A Delaware Limited Liability Company)
Consolidated Balance Sheets
					September 30,		December 31,
					2014		2013
					(unaudited)
Assets
Current assets:
	Cash and cash equivalents			$	34,247,457	$	13,985,307
	Current portion of net investment in notes receivable				7,288,969		13,145,322
	Current portion of net investment in finance leases				13,195,208		11,876,248
	Due from Manager and affiliates, net				91,887		-
	Other current assets				768,937		881,730
			Total current assets		55,592,458		39,888,607
Non-current assets:
	Net investment in notes receivable, less current portion				42,357,103		33,223,894
	Net investment in finance leases, less current portion				63,496,859		90,036,227
	Leased equipment at cost (less accumulated depreciation of
		$22,837,425 and $38,848,729, respectively)			78,755,181		55,206,565
	Vessels (less accumulated depreciation of $495,250)				18,695,526		-
	Investment in joint ventures				24,908,268		24,831,928
	Other non-current assets				2,384,967		1,039,287
			Total non-current assets		230,597,904		204,337,901
Total assets				$	286,190,362	$	244,226,508
Liabilities and Equity
Current liabilities:
	Current portion of non-recourse long-term debt			$	7,306,445	$	44,606,812
	Revolving line of credit, recourse				10,000,000		-
	Derivative financial instruments				-		809,705
	Deferred revenue				170,931		655,206
	Due to Manager and affiliates, net				-		374,363
	Accrued expenses and other current liabilities				1,700,717		771,510
	Current portion of seller's credits				2,000,000		4,817,000
			Total current liabilities		21,178,093		52,034,596
Non-current liabilities:
	Non-recourse long-term debt, less current portion				53,743,115		10,764,171
	Seller's credits, less current portion				12,186,375		42,734,436
	Other non-current liabilities				150,000		-
			Total non-current liabilities		66,079,490		53,498,607
			Total liabilities		87,257,583		105,533,203
Commitments and contingencies (Note 13)
Equity:
	Members’ equity:
		Additional members			169,965,285		128,936,157
		Manager			(1,394,484)		(1,808,919)
		Accumulated other comprehensive income (loss)			14		(629,587)
			Total members’ equity		168,570,815		126,497,651
	Noncontrolling interests				30,361,964		12,195,654
			Total equity		198,932,779		138,693,305
Total liabilities and equity				$	286,190,362	$	244,226,508

See accompanying notes to consolidated financial statements.

Table of contents

ICON Leasing Fund Twelve, LLC
(A Delaware Limited Liability Company)
Consolidated Statements of Comprehensive Income
(unaudited)

				Three Months Ended			Nine Months Ended
				September 30,			September 30,
				2014		2013		2014		2013
Revenue and other income:
	Finance income		$	3,537,229	$	4,347,261	$	65,475,976	$	13,254,156
	Rental income			3,570,323		7,785,064		10,211,322		27,516,424
	Time charter revenue			1,362,719		-		2,823,586		-
	Income from investment in joint ventures			850,244		327,220		2,694,594		2,130,332
	Gain (loss) on lease termination			-		2,905,625		(18,800)		5,793,000
	Loss on sale of assets, net			-		(2,748,240)		-		(5,438,528)
		Total revenue and other income		9,320,515		12,616,930		81,186,678		43,255,384
Expenses:
	Management fees			461,974		787,953		1,600,725		2,658,679
	Administrative expense reimbursements			519,915		493,657		1,649,014		1,402,269
	General and administrative			539,439		504,846		2,113,504		2,296,447
	Interest			1,125,819		2,008,923		4,109,040		7,019,496
	Depreciation			1,831,701		7,119,922		4,945,855		26,210,470
	Impairment loss			70,412		-		70,412		1,770,529
	Vessel operating			1,713,438		-		3,083,110		-
	Loss on disposition of asset of foreign investment			-		1,447,361		-		1,447,361
	Loss on derivative financial instruments			43,126		184,902		372,316		203,445
		Total expenses		6,305,824		12,547,564		17,943,976		43,008,696
Net income				3,014,691		69,366		63,242,702		246,688
		Less: net income attributable to noncontrolling interests		1,043,190		81,783		2,665,352		540,385
Net income (loss) attributable to Fund Twelve				1,971,501		(12,417)		60,577,350		(293,697)

Other comprehensive income:
	Change in fair value of derivative financial instruments			-		596,722		282,919		1,851,440
	Reclassification adjustment for losses on derivative financial
		instruments due to early termination		-		-		346,668		-
	Currency translation adjustment during the period			21		31,185		14		8,003
	Currency translation adjustment reclassified to net income			-		1,447,361		-		1,447,361
		Total other comprehensive income		21		2,075,268		629,601		3,306,804
Comprehensive income				3,014,712		2,144,634		63,872,303		3,553,492
	Less: comprehensive income attributable to noncontrolling interests			1,043,190		95,001		2,665,352		592,438
Comprehensive income attributable to Fund Twelve			$	1,971,522	$	2,049,633	$	61,206,951	$	2,961,054

Net income (loss) attributable to Fund Twelve allocable to:
	Additional members		$	1,951,786	$	(12,293)	$	59,971,577	$	(290,760)
	Manager			19,715		(124)		605,773		(2,937)
			$	1,971,501	$	(12,417)	$	60,577,350	$	(293,697)
Weighted average number of additional shares of limited liability
	company interests outstanding			348,335		348,335		348,335		348,370
Net income (loss) attributable to Fund Twelve per weighted average
	additional share of limited liability company interests outstanding		$	5.60	$	(0.04)	$	172.17	$	(0.83)

See accompanying notes to consolidated financial statements.

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ICON Leasing Fund Twelve, LLC
(A Delaware Limited Liability Company)
Consolidated Statements of Changes in Equity



			Members' Equity
			Additional
			Shares of						Accumulated
			Limited Liability						Other		Total
			Company		Additional				Comprehensive		Members'		Noncontrolling		Total
			Interests		Members		Manager		Loss		Equity		Interests		Equity
Balance, December 31, 2013			348,335	$	128,936,157	$	(1,808,919)	$	(629,587)	$	126,497,651	$	12,195,654	$	138,693,305
	Net income		-		2,142,378		21,640		-		2,164,018		621,121		2,785,139
	Change in fair value of derivative
		financial instruments	-		-		-		282,919		282,919		-		282,919
	Currency translation adjustments		-		-		-		(7)		(7)		-		(7)
	Distributions		-		(6,313,612)		(63,774)		-		(6,377,386)		(860,563)		(7,237,949)
	Investment by noncontrolling interests		-		-		-		-		-		13,977,892		13,977,892
Balance, March 31, 2014 (unaudited)			348,335		124,764,923		(1,851,053)		(346,675)		122,567,195		25,934,104		148,501,299
	Net income		-		55,877,413		564,418		-		56,441,831		1,001,041		57,442,872
	Reclassification adjustment for losses on derivative
		financial instruments due to early termination	-		-		-		346,668		346,668		-		346,668
	Distributions		-		(6,314,015)		(63,778)		-		(6,377,793)		(1,717,255)		(8,095,048)
	Investment by noncontrolling interests		-		-		-		-		-		3,263,967		3,263,967
Balance, June 30, 2014 (unaudited)			348,335		174,328,321		(1,350,413)		(7)		172,977,901		28,481,857		201,459,758
	Net income		-		1,951,786		19,715		-		1,971,501		1,043,190		3,014,691
	Currency translation adjustments		-		-		-		21		21		-		21
	Distributions		-		(6,314,822)		(63,786)		-		(6,378,608)		(2,343,873)		(8,722,481)
	Investment by noncontrolling interests		-		-		-		-		-		3,180,790		3,180,790
Balance, September 30, 2014 (unaudited)			348,335	$	169,965,285	$	(1,394,484)	$	14	$	168,570,815	$	30,361,964	$	198,932,779

See accompanying notes to consolidated financial statements.

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ICON Leasing Fund Twelve, LLC
(A Delaware Limited Liability Company)
Consolidated Statements of Cash Flows
(unaudited)

					Nine Months Ended September 30,
					2014		2013
Cash flows from operating activities:
	Net income			$	63,242,702	$	246,688
	Adjustments to reconcile net income to net cash provided by operating activities:
		Finance income			(61,455,315)		(9,955,061)
		Rental income paid directly to lenders by lessees			(1,088,550)		(19,545,766)
		Income from investment in joint ventures			(2,694,594)		(2,130,332)
		Depreciation			4,945,855		26,210,470
		Interest expense on non-recourse financing paid directly to lenders by lessees			63,647		1,490,391
		Interest expense from amortization of debt financing costs			559,396		592,986
		Net accretion of seller's credit and other			721,432		1,103,461
		Impairment loss			70,412		1,770,529
		Net loss (gain) on lease termination			18,800		(2,887,375)
		Net loss on sale of assets			-		5,438,528
		Loss on derivative financial instruments			562,577		203,445
		Loss on disposition of assets of foreign investment			-		1,447,361
		Changes in operating assets and liabilities:
			Collection of finance leases		16,582,396		22,366,193
			Other assets		(809,274)		1,335,915
			Accrued expenses and other current liabilities		535,658		(1,755,409)
			Deferred revenue		(484,275)		(540,522)
			Interest rate swaps		(693,647)		-
			Due from/to Manager and affiliates, net		(466,250)		(226,459)
			Distributions from joint ventures		212,517		42,852
Net cash provided by operating activities					19,823,487		25,207,895
Cash flows from investing activities:
		Purchase of equipment			(65,584,650)		-
		Proceeds from exercise of purchase options			106,964,516		20,723,212
		Proceeds from sale of leased assets			-		7,511,482
		Investment in joint ventures			(28,653)		(11,590,772)
		Distributions received from joint ventures in excess of profits			2,434,390		1,093,691
		Investment in notes receivable, net			(38,447,586)		(18,084,045)
		Principal received on notes receivable			34,325,733		3,826,134
Net cash provided by investing activities					39,663,750		3,479,702
Cash flows from financing activities:
		Proceeds from non-recourse long-term debt			7,500,000		-
		Repayment of non-recourse long-term debt			(51,596,679)		(30,580,680)
		Proceeds from revolving line of credit, recourse			10,000,000		10,500,000
		Repayment of revolving line of credit, recourse			-		(3,000,000)
		Repurchase of shares of limited liability company interests			-		(31,816)
		Payment of debt financing costs			(400,000)		-
		Repayment of sellers' credit			(210,000)		-
		Investment by noncontrolling interests			19,537,056		-
		Distributions to noncontrolling interests			(4,921,691)		(2,565,500)
		Distributions to members			(19,133,787)		(19,838,708)
Net cash used in financing activities					(39,225,101)		(45,516,704)
Effects of exchange rates on cash and cash equivalents					14		112
Net increase (decrease) in cash and cash equivalents					20,262,150		(16,828,995)
Cash and cash equivalents, beginning of period					13,985,307		30,980,776
Cash and cash equivalents, end of period				$	34,247,457	$	14,151,781

See accompanying notes to consolidated financial statements.

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ICON Leasing Fund Twelve, LLC
(A Delaware Limited Liability Company)
Consolidated Statements of Cash Flows
(unaudited)

				Nine Months Ended September 30,
				2014		2013
Supplemental disclosure of cash flow information:
	Cash paid for interest		$	3,222,383	$	4,503,454
Supplemental disclosure of non-cash investing and financing activities:
	Principal and interest on non-recourse long-term debt paid directly to lenders by lessees		$	1,088,550	$	30,561,268
	Reclassification of net assets from leased equipment at cost to net investment in
		finance lease	$	-	$	9,376,510
	Principal on non-recourse long-term debt paid directly to lenders by buyers of equipment		$	-	$	4,481,600
	Vessels purchased with non-recourse long-term debt paid directly to seller		$	50,800,000	$	-
	Vessels purchased with subordinated non-recourse financing provided by seller		$	6,986,691	$	-
	Satisfaction of seller's credits netted at sale		$	40,863,178	$	-
	Reclassification of leased equipment to Vessels		$	19,190,776	$	-
	Debt financing costs netted at funding		$	520,800	$	-
	Investment by noncontrolling interests		$	885,593	$	-
	Equipment purchased with remarketing liability		$	68,282	$	-
	Interest reserve net against principal repayment of note receivable		$	206,250	$	-

See accompanying notes to consolidated financial statements.

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

(1) Organization

ICON Leasing Fund Twelve, LLC (the “LLC”) was formed on October 3, 2006 as a Delaware limited liability company. When used in these notes to consolidated financial statements, the terms “we,” “us,” “our” or similar terms refer to the LLC and its consolidated subsidiaries.

Our manager is ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. (the “Manager”). Our Manager manages and controls our business affairs, including, but not limited to, our equipment leases and other financing transactions, pursuant to the terms of our limited liability company agreement (the “LLC Agreement”).

Our operating period ended on April 30, 2014. On May 1, 2014, we commenced our liquidation period, during which we will sell our assets and/or let our investments mature in the ordinary course of business.

(2) Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Our accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission for Quarterly Reports on Form 10-Q. In the opinion of our Manager, all adjustments, which are of a normal recurring nature, considered necessary for a fair presentation have been included. These consolidated financial statements should be read together with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2013. The results for the interim period are not necessarily indicative of the results for the full year.

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

Lease Classification and Revenue Recognition

For time charters, the vessels are stated at cost. Expenditures subsequent to the acquisition of such vessels for conversions and major improvements are capitalized when such expenditures appreciably extend the life, increase the earning capacity or improve the efficiency or safety of such vessels. We recognize revenue ratably over the period of such charters. Vessel operating expenses, repairs and maintenance are charged to expense as incurred and are included in vessel operating expenses in our consolidated statements of comprehensive income.

Credit Quality of Notes Receivable and Finance Leases and Credit Loss Reserve

Our Manager weighs all credit decisions based on a combination of external credit ratings as well as internal credit evaluations of all borrowers. A borrower’s credit is analyzed using those credit ratings as well as the borrower’s financial statements and other financial data deemed relevant.

As our financing receivables, generally notes receivable and finance leases, are limited in number, our Manager is able to estimate the credit loss reserve based on a detailed analysis of each financing receivable as opposed to using portfolio-based metrics. Financing receivables are analyzed quarterly and categorized as either performing or non-performing based on payment history. If a financing receivable becomes non-performing due to a borrower’s missed scheduled payments or failed financial covenants, our Manager analyzes whether a credit loss reserve should be established or whether the financing receivable should be restructured. Material events would be specifically disclosed in the discussion of each financing receivable held.

Financing receivables are generally placed in a non-accrual status when payments are more than 90 days past due.

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Additionally, our Manager periodically reviews the creditworthiness of companies with payments outstanding less than 90 days and based upon our Manager’s judgment, these accounts may be placed in a non-accrual status.

In accordance with the cost recovery method, payments received on non-accrual financing receivables are applied to principal if there is doubt regarding the ultimate collectability of principal. If collection of the principal of non-accrual financing receivables is not in doubt, interest income is recognized on a cash basis. Financing receivables in non-accrual status may not be restored to accrual status until all delinquent payments have been received, and we believe recovery of the remaining unpaid receivable is probable.

When our Manager deems it is probable that we will not be able to collect all contractual principal and interest on a non-performing financing receivable, we perform an analysis to determine if a credit loss reserve is necessary. This analysis considers the estimated cash flows from the financing receivable, or the collateral value of the asset underlying the financing receivable when financing receivable repayment is collateral dependent. If it is determined that the impaired value of the non-performing financing receivable is less than the net carrying value, we will recognize a credit loss reserve or adjust the existing credit loss reserve with a corresponding charge to earnings. We then charge off a financing receivable in the period that it is deemed uncollectible by reducing the credit loss reserve and the balance of the financing receivable.

Recent Accounting Pronouncements

In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”), which clarifies guidance to the release of the cumulative translation adjustment when an entity sells all or part of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. The adoption of ASU 2013-05 became effective for us on January 1, 2014 and did not have a material effect on the consolidated financial statements.

In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), requiring revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for goods and services. The adoption of ASU 2014-09 becomes effective for us on January 1, 2017, including interim periods within that reporting period. Early adoption is not permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

In August 2014, FASB issued ASU No. 2014-15, Preparation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of ASU 2014-15 becomes effective for us on our fiscal year ending December 31, 2016, and all subsequent annual and interim periods. Early adoption is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial statements.

(3) Net Investment in Notes Receivable

Net investment in notes receivable consisted of the following:

		September 30, 2014		December 31, 2013
Principal outstanding		$	48,769,544	$	45,166,973
Initial direct costs			1,962,040		2,043,505
Deferred fees			(1,085,512)		(841,262)
	Net investment in notes receivable		49,646,072		46,369,216
Less: current portion of net investment in notes receivable			7,288,969		13,145,322
	Net investment in notes receivable, less current portion	$	42,357,103	$	33,223,894

On January 31, 2014, INOVA Rentals Corporation (f/k/a ARAM Rentals Corporation) and INOVA Seismic Rentals Inc. (f/k/a ARAM Seismic Rentals Inc.) (collectively, the “INOVA Borrowers”) satisfied their obligation in connection with three

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

term loans scheduled to mature on August 1, 2014 by making a prepayment of approximately $1,672,000. No material gain or loss was recorded as a result of this transaction.

On March 18, 2014, Green Field Energy Services, Inc. and its affiliates (collectively, “Green Field”) satisfied its obligation in connection with a superpriority, secured term loan scheduled to mature on August 26, 2014 by making a prepayment of approximately $7,458,000, comprised of all outstanding principal and accrued interest. No material gain or loss was recorded as a result of this transaction.

On April 15, 2014, we sold all of our interest in two term loans with Ocean Navigation 5 Co. Ltd. and Ocean Navigation 6 Co. Ltd. (collectively, “Ocean Navigation”) scheduled to mature in July and September 2016 to Garanti Bank International, N.V. (“Garanti Bank”) for $9,600,000. As a result, we wrote off the remaining initial direct costs associated with the notes receivable of approximately $455,000 as a charge against finance income.

On June 6, 2014, NTS Communications, Inc. and certain of its affiliates (collectively, “NTS”) satisfied their obligations in connection with a secured term loan scheduled to mature on July 1, 2017 by making a prepayment of approximately $2,701,000, comprised of all outstanding principal, accrued interest and a prepayment fee of approximately $103,000. The prepayment fee was recognized as additional finance income.

On June 17, 2014, we and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (“Fund Fourteen”), an entity also managed by our Manager, entered into a secured term loan credit facility agreement with SeaChange Projects LLC (“SeaChange”) to provide a credit facility of up to $7,000,000, of which our commitment was $6,300,000. On June 20, 2014 and August 20, 2014, we funded $4,050,000 and $2,250,000, respectively. The facility was used to partially finance SeaChange’s acquisition and conversion of a containership vessel to meet certain time charter specifications of the Military Sealift Command of the Department of the United States Navy. The facility bore interest at 13.25% per year and was scheduled to mature on February 15, 2018. The facility was secured by, among other things, a first priority security interest in and earnings from the vessel and the equity interests of SeaChange. Due to SeaChange’s inability to meet certain requirements of the Department of the United States Navy, which resulted in the cancellation of the time charter, SeaChange was required to repay all outstanding principal and accrued interest under the facility in accordance with the loan agreement. On September 24, 2014, SeaChange satisfied its obligation by making a prepayment of approximately $6,476,000, comprised of all outstanding principal and accrued interest.

On July 2, 2014, SAExploration, Inc., SAExploration Seismic Services (US), LLC and NES, LLC (collectively, “SAE”) satisfied its obligation in connection with a secured term loan scheduled to mature on November 28, 2016 by making a prepayment of approximately $4,592,000, comprised of all outstanding principal, accrued interest and prepayment fees of approximately $449,000. The prepayment fees were recognized as additional finance income.

On July 7, 2014, Cenveo Corporation (“Cenveo”) made a partial prepayment of approximately $1,112,000 in connection with a secured term loan, which included a net prepayment fee of approximately $12,000.

On July 14, 2014, we, Fund Fourteen and ICON ECI Fund Fifteen, L.P. (“Fund Fifteen”), an entity also managed by our Manager, entered into a secured term loan credit facility agreement with two affiliates of Técnicas Maritimas Avanzadas, S.A. de C.V. (collectively “TMA”) to provide a credit facility of up to $29,000,000, of which our commitment of $21,750,000 was funded on August 27, 2014. The facility was used by TMA to acquire and refinance two platform supply vessels. At inception, the loan bore interest at the London Interbank Offered Rate (“LIBOR”), subject to a 1% floor, plus a margin of 17%. Upon the acceptance of both vessels by TMA’s sub-charterer on September 19, 2014, the margin was reduced to 13%. The loan matures five years from the date of funding. The loan is secured by, among other things, a first priority security interest in and earnings from each of the vessels.

On September 24, 2014, we, Fund Fourteen, Fund Fifteen and ICON ECI Fund Sixteen (“Fund Sixteen”), an entity also managed by our Manager, entered into a secured term loan credit facility agreement with Premier Trailer Leasing, Inc. (“Premier Trailer”) to provide a credit facility of up to $20,000,000, of which our commitment of $10,000,000 was funded on such date. The loan bears interest at LIBOR plus 9% per year, subject to a 1% floor, and is for a period of six years. The loan is

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

secured by a second priority security interest in all of Premier Trailer’s assets, including, without limitation, its fleet of trailers, and the equity interests of Premier Trailer.

(4) Net Investment in Finance Leases

Net investment in finance leases consisted of the following:


		September 30, 2014		December 31, 2013
Minimum rents receivable		$	99,429,584	$	112,689,818
Estimated unguaranteed residual values			7,988,227		13,963,091
Initial direct costs			2,002,034		2,125,567
Unearned income			(32,727,778)		(26,866,001)
	Net investment in finance leases		76,692,067		101,912,475
Less: current portion of net investment in finance leases			13,195,208		11,876,248
	Net investment in finance leases, less current portion	$	63,496,859	$	90,036,227

On March 4, 2014, a joint venture owned 60% by us, 15% by Fund Fourteen, 15% by Fund Fifteen and 10% by Fund Sixteen purchased mining equipment from an affiliate of Spurlock Mining, LLC (f/k/a Blackhawk Mining, LLC) (“Spurlock”). Simultaneously, the mining equipment was leased to Spurlock and its affiliates for four years. The aggregate purchase price for the mining equipment of approximately $25,359,000 was funded by approximately $17,859,000 in cash and $7,500,000 of non-recourse long-term debt.

On March 21, 2014, a joint venture (“ICON Siva”) owned 75% by us, 12.5% by Fund Fifteen and 12.5% by Fund Fourteen, through two indirect subsidiaries, entered into memoranda of agreement to purchase two LPG tanker vessels, the SIVA Coral and the SIVA Pearl (collectively, the “SIVA Vessels”), from Siva Global Ships Limited (“Siva Global”) for an aggregate purchase price of $41,600,000. The SIVA Coral and the SIVA Pearl were delivered on March 28, 2014 and April 8, 2014, respectively. The SIVA Vessels were bareboat chartered to an affiliate of Siva Global for a period of eight years upon the delivery of each respective vessel. The SIVA Vessels were each acquired for approximately $3,550,000 in cash, $12,400,000 of financing through a senior secured loan (the “Loan”) from DVB Group Merchant Bank (Asia) Ltd. (“DVB”) and $4,750,000 of financing through a subordinated, non-interest-bearing seller’s credit.

On March 28, 2014, a joint venture owned 60% by us, 27.5% by Fund Fifteen and 12.5% by Fund Sixteen purchased trucks, trailers and other equipment from subsidiaries of D&T Holdings, LLC (“D&T”) for $12,200,000. Simultaneously, the trucks, trailers and other equipment were leased to D&T and its subsidiaries for 57 months. On September 15, 2014, the lease agreement with D&T was amended to allow D&T to increase its capital expenditure limit. As a result, lease payments of approximately $1,500,000 that were scheduled to be paid in 2018 are to be paid on October 31, 2014. In addition, the joint venture received an amendment fee of $100,000, which will be recognized as finance income throughout the remaining lease term.

On March 31, 2014, upon the expiration of the lease, Broadview Networks Holdings, Inc. and Broadview Networks Inc. (collectively, “Broadview”) purchased telecommunications equipment from us for $293,090. No gain or loss was recorded as a result of this transaction.

On April 3, 2014, Leighton Offshore Pte. Ltd. (“Leighton”), in accordance with the terms of three bareboat charters scheduled to expire between 2017 and 2018, exercised its option and purchased the Leighton Stealth, the Leighton Eclipse and the Leighton Faulkner (collectively, the “Leighton Vessels”) from us for an aggregate price of $155,220,900, including payment of swap-related expenses of $720,900. As a result of the termination of the leases and the sale of the Leighton Vessels, we recognized additional finance income of approximately $57,248,000. A portion of the aggregate purchase price due from the exercise of the purchase option was used to satisfy the Leighton seller’s credits of $47,421,000 related to our original purchase

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

of the Leighton Vessels as well as to satisfy our non-recourse debt obligations with Standard Chartered Bank (“Standard Chartered”) of approximately $38,426,000.

(5) Leased Equipment at Cost

Leased equipment at cost consisted of the following:

		September 30, 2014		December 31, 2013
Offshore oil field services equipment		$	54,383,809	$	54,383,809
Mining equipment			6,858,210		-
Marine - container vessels			40,350,587		39,671,485
	Leased equipment at cost		101,592,606		94,055,294
Less: accumulated depreciation			22,837,425		38,848,729
	Leased equipment at cost, less accumulated depreciation	$	78,755,181	$	55,206,565

Depreciation expense was $1,831,701 and $7,119,922 for the three months ended September 30, 2014 and 2013, respectively. Depreciation expense was $4,945,855 and $26,210,470 for the nine months ended September 30, 2014 and 2013, respectively.

On April 1, 2014, two containership vessels, the Aegean Express and the Arabian Express, were returned to us in accordance with the terms of the leases. Upon redelivery, the bareboat charters were terminated and we assumed the underlying time charters for the Aegean Express and the Arabian Express, which were scheduled to expire on June 9, 2014 and August 14, 2014, respectively. Subsequently, the time charters for the Aegean Express and the Arabian Express were extended through November 9, 2014 and January 10, 2015, respectively.

Upon such redelivery, we assumed operational responsibility of the vessels. Simultaneously, we contracted with Fleet Ship Management Inc. (“Fleet Ship”) to manage the vessels on our behalf. Accordingly, these vessels have been reclassified to Vessels on our consolidated balance sheets.

On June 12, 2014, a joint venture owned 75% by us, 12.5% by Fund Fourteen and 12.5% by Fund Fifteen purchased an offshore supply vessel from Pacific Crest Pte. Ltd. (“Pacific Crest”) for $40,000,000. Simultaneously, the vessel was bareboat chartered to Pacific Crest for ten years. The vessel was acquired for approximately $12,000,000 in cash, $26,000,000 of financing through a senior secured loan from DVB and $2,000,000 of financing through a subordinated, non-interest-bearing seller’s credit.

On September 18, 2014, a joint venture owned 55.817% by us and 44.183% by Hardwood Partners, LLC (“Hardwood”) purchased mining equipment for $6,789,928. The equipment is subject to a 36-month lease with Murray Energy Corporation and certain of its affiliates (collectively, “Murray”), which expires on September 30, 2017.

(6) Investment in Joint Ventures

On December 22, 2011, we and Fund Fourteen entered into a joint venture for the purpose of making a subordinated term loan to Jurong Aromatics Corporation Pte. Ltd. (“JAC”).

The results of operations of the joint venture are summarized below:

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Revenue	$	1,079,267	$	768,211	$	3,071,929	$	2,186,566
Net income	$	873,467	$	758,891	$	2,479,832	$	2,156,103
Our share of net income	$	211,365	$	183,632	$	600,028	$	521,690

On May 15, 2013, a joint venture owned 21% by us, 39% by ICON Leasing Fund Eleven, LLC (“Fund Eleven”), an entity also managed by our Manager, and 40% by Fund Fifteen purchased a portion of the subordinated credit facility for JAC from Standard Chartered.

The results of the operations of the joint venture are summarized below:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Revenue	$	1,041,164	$	895,272	$	3,008,438	$	1,335,011
Net income	$	1,030,902	$	887,864	$	2,970,934	$	1,321,616
Our share of net income	$	206,526	$	177,710	$	595,463	$	264,504

On September 12, 2013, a joint venture owned by us, Fund Eleven and Fund Sixteen purchased mining equipment for approximately $15,107,000. The equipment is subject to a 24-month lease with Murray, which expires on September 30, 2015. On December 1, 2013 and February 1, 2014, Fund Sixteen contributed capital of approximately $934,000 and $1,726,000, respectively, to the joint venture, inclusive of acquisition fees. Subsequent to Fund Sixteen’s second capital contribution, the joint venture is owned 13.2% by us, 67% by Fund Eleven and 19.8% by Fund Sixteen. As a result, we received corresponding returns of capital.

On April 14, 2014 and May 21, 2014, upon expiration of the leases with AET Inc. Limited (“AET”), a joint venture owned 25% by us and 75% by Fund Fourteen sold two aframax tanker vessels, the Eagle Otome and the Eagle Subaru, to third-party purchasers for an aggregate price of approximately $14,822,000. As a result, the joint venture recognized an aggregate gain on sale of assets of approximately $2,200,000. Our share of such gain was approximately $550,000, which is included within income from investment in joint ventures on our consolidated statements of comprehensive income.

The results of operations of the joint venture are summarized below:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Revenue	$	5,503,348	$	6,677,380	$	19,224,101	$	22,820,044
Net income	$	1,587,959	$	868,851	$	5,550,840	$	5,315,373
Our share of net income	$	393,615	$	211,807	$	1,375,553	$	1,301,285

(7) Non-Recourse Long-Term Debt

As of September 30, 2014 and December 31, 2013, we had non-recourse long-term debt obligations of $61,049,560 and $55,370,983, respectively. As of September 30, 2014, our non-recourse long-term debt obligations had maturity dates ranging from February 1, 2018 to April 8, 2022 and interest rates ranging from 5.04% to 6.50% per year.

On March 4, 2014, we, through a joint venture owned 60% by us, 15% by Fund Fourteen, 15% by Fund Fifteen and 10% by Fund Sixteen, financed the acquisition of certain mining equipment that is on lease to Spurlock and its affiliates by entering into a non-recourse loan agreement with People’s Capital and Leasing Corp. (“People’s Capital”) in the amount of $7,500,000. People’s Capital received a first priority security interest in such mining equipment. The loan bears interest at a rate of 6.5% per year and matures on February 1, 2018.

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

We, through a joint venture owned 75% by us, 12.5% by Fund Fourteen and 12.5% by Fund Fifteen, financed the acquisition of the SIVA Vessels by entering into a non-recourse loan agreement with DVB in the amount of $24,800,000. The loan bears interest at a rate of 6.1225% per year and matures on March 25, 2022.

On April 3, 2014, a portion of the proceeds from the sale of the Leighton Vessels was used to satisfy our related non-recourse debt obligations with Standard Chartered of approximately $38,426,000.

On May 12, 2014, we satisfied our non-recourse debt obligations in full related to the Aegean Express and the Arabian Express by making a payment in the aggregate amount of approximately $6,000,000 to BNP Paribas.

We, through a joint venture owned 75% by us, 12.5% by Fund Fourteen and 12.5% by Fund Fifteen, financed the acquisition of an offshore supply vessel from Pacific Crest by entering into a non-recourse loan agreement with DVB in the amount of $26,000,000. The senior secured loan bears interest at a rate of 5.04% per year and matures on June 24, 2021.

As a result of the partial prepayment by Cenveo, on July 7, 2014 we partially paid down our non-recourse long-term debt with NXT Capital, LLC (“NXT”) secured by our interest in the secured term loan to and collateral from Cenveo by making a payment of approximately $703,000.

At September 30, 2014, we were in compliance with all covenants related to our non-recourse long-term debt.

(8) Revolving Line of Credit, Recourse

We entered into an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit through March 31, 2015 of up to $10,000,000 (the “Facility”), which is secured by all of our assets not subject to a first priority lien. Amounts available under the Facility are subject to a borrowing base that is determined, subject to certain limitations, by the present value of the future receivables under certain loans and lease agreements in which we have a beneficial interest.

The interest rate for general advances under the Facility is CB&T’s prime rate. We may elect to designate up to five advances on the outstanding principal balance of the Facility to bear interest at the LIBOR plus 2.5% per year. In all instances, borrowings under the Facility are subject to an interest rate floor of 4.0% per year. In addition, we are obligated to pay an annualized 0.50% fee on unused commitments under the Facility. On February 28, 2014 and March 13, 2014, we drew down $3,000,000 and $7,000,000, respectively, under the Facility.

At September 30, 2014, we had $10,000,000 outstanding under the Facility and were in compliance with all covenants related to the Facility. As we have commenced our liquidation period, we are no longer able to draw down on the Facility.

(9) Transactions with Related Parties

We paid distributions to our Manager of $63,786 and $191,338 for the three and nine months ended September 30, 2014, respectively. We paid distributions to our Manager of $63,774 and $198,383 for the three and nine months ended September 30, 2013, respectively. Additionally, our Manager’s interest in the net income attributable to us was $19,715 and $605,773 for the three and nine months ended September 30, 2014, respectively. Our Manager’s interest in the net loss attributable to us was $124 and $2,937 for the three and nine months ended September 30, 2013, respectively.

Fees and other expenses incurred by us to our Manager or its affiliates were as follows:

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

					Three Months Ended					Nine Months Ended
					September 30,					September 30,
Entity		Capacity	Description		2014		2013			2014		2013
ICON Capital, LLC		Manager	Acquisition fees⁽¹⁾		$	-	$	630,085	$	3,884,570	$	1,525,062
ICON Capital, LLC		Manager	Management fees ⁽²⁾			461,974		787,953		1,600,725		2,658,679
ICON Capital, LLC		Manager	Administrative expense
				reimbursements⁽²⁾		519,915		493,657		1,649,014		1,402,269
					$	981,889	$	1,911,695	$	7,134,309	$	5,586,010

(1)	Amount capitalized and amortized to operations.
(2)	Amount charged directly to operations.

At September 30, 2014, we had a net receivable due from our Manager and its affiliates of $91,887, primarily related to an expense incurred by one of our joint ventures, which we paid in full. Fund Fourteen will reimburse us for its proportionate share of such expense. At December 31, 2013, we had a net payable due to our Manager and its affiliates of $374,363, primarily related to administrative expense reimbursements.

(10) Derivative Financial Instruments

We may enter into derivative financial instruments for purposes of hedging specific financial exposures, including movements in foreign currency exchange rates and changes in interest rates on our non-recourse long-term debt. We enter into these instruments only for hedging underlying exposures. We do not hold or issue derivative financial instruments for purposes other than hedging, except for warrants, which are not hedges. Certain derivatives may not meet the established criteria to be designated as qualifying accounting hedges, even though we believe that these are effective economic hedges.

We recognize all derivative financial instruments as either assets or liabilities on our consolidated balance sheets and measure those instruments at fair value. Changes in the fair value of such instruments are recognized immediately in earnings unless certain criteria are met. These criteria demonstrate that the derivative is expected to be highly effective at offsetting changes in the fair value or expected cash flows of the underlying exposure at both the inception of the hedging relationship and on an ongoing basis and include an evaluation of the counterparty risk and the impact, if any, on the effectiveness of the derivative. If these criteria are met, which we must document and assess at inception and on an ongoing basis, we recognize the changes in fair value of such instruments in accumulated other comprehensive income (loss) (“AOCI”), a component of equity on the consolidated balance sheets. Changes in the fair value of the ineffective portion of all derivatives are recognized immediately in earnings.

U.S. GAAP and relevant International Swaps and Derivatives Association, Inc. agreements permit a reporting entity that is a party to a master netting agreement to offset fair value amounts recognized for derivative instruments that have been offset under the same master netting agreement. We elected to present the fair value of derivative contracts on a gross basis on the consolidated balance sheets.

Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements on our variable non-recourse debt. Our strategy to accomplish these objectives is to match the projected future cash flows with the underlying debt service. Each interest rate swap involves the receipt of floating-rate interest payments from a counterparty in exchange for us making fixed-rate interest payments over the life of the agreement without exchange of the underlying notional amount.

Counterparty Risk

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

We manage exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that we have with any individual bank and through the use of minimum credit quality standards for all counterparties. We do not require collateral or other security in relation to derivative financial instruments. Since it is our policy to enter into derivative contracts only with banks of internationally acknowledged standing and the fair value of our derivatives is in a liability position, we consider the counterparty risk to be remote.

As of September 30, 2014, we no longer hold any derivative financial instruments. As of December 31, 2013, we had only warrants in an asset position that were not material to the consolidated financial statements; therefore, we considered the counterparty risk to be remote.

Credit Risk

Derivative contracts may contain credit risk-related contingent features that can trigger a termination event, such as maintaining specified financial ratios. In the event that we would be required to settle our obligations under the derivative contracts as of December 31, 2013, the termination value was $821,875.

Non-designated Derivative

As of December 31, 2013, we had one interest rate swap with Standard Chartered that was not designated and not qualifying as a cash flow hedge with a notional amount of $6,580,645. On April 1, 2014, this interest rate swap was terminated prior to its maturity date. The lessee to the transaction associated with this interest rate swap was responsible for all costs related to such termination. Additionally, we held warrants for purposes other than hedging. On July 21, 2014, we exercised all of such warrants for cash consideration. All changes in the fair value of the interest rate swap not designated as a hedge and the warrants were recorded directly in earnings, which is included in loss on derivative financial instruments.

Our derivative financial instrument not designated as a hedging instrument generated a loss on derivative financial instruments on the consolidated statements of comprehensive income for the three and nine months ended September 30, 2014 of $43,126 and $13,699, respectively. The loss recorded for the three months ended September 30, 2014 was related to the warrants that were exercised on July 21, 2014. The loss recorded for the nine months ended September 30, 2014 was comprised of a gain of $32,618 relating to interest rate swap contracts and a loss of $46,317 relating to warrants. Our derivative financial instruments not designated as hedging instruments generated a gain on derivative financial instruments on the consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2013 of $30,977 and $153,347, respectively. The gain recorded for the three months ended September 30, 2013 was comprised of a gain of $35,374 relating to interest rate swap contracts and a loss of $4,397 relating to warrants. The gain recorded for the nine months ended September 30, 2013 was comprised of gains of $142,044 relating to interest rate swap contracts and $11,303 relating to warrants. These amounts were recorded as a component of loss on derivative financial instruments on the consolidated statements of comprehensive income.

Designated Derivatives

As of December 31, 2013, we had four floating-to-fixed interest rate swaps, two with Standard Chartered and two with BNP Paribas, that were designated and qualifying as cash flow hedges with an aggregate notional amount of $41,405,424.

On April 1, 2014, the two interest rate swaps with Standard Chartered were terminated prior to their maturity date. The lessee to the transaction associated with the interest rate swaps was responsible for all costs related to such termination. On April 24, 2014, the two interest rate swaps with BNP Paribas matured. As a result, $346,668 was reclassified from AOCI to interest expense and loss on derivative financial instruments during the three months ended June 30, 2014.

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

For these derivatives, we record the gain or loss from the effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges in AOCI and such gain or loss is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings and within the same line item on the consolidated statements of comprehensive income as the impact of the hedged transaction. During the three and nine months ended September 30, 2014, we recorded $0 and $3,431 of hedge ineffectiveness in earnings, which is included in loss on derivative financial instruments. During the three and nine months ended September 30, 2013, we recorded $5,103 and $17,387, respectively, of hedge ineffectiveness in earnings, which is included in loss on derivative financial instruments. At September 30, 2014 and December 31, 2013, the total unrealized loss recorded to AOCI related to the change in fair value of these interest rate swaps was $0 and $635,582, respectively.

The table below presents the fair value of our derivative financial instruments as well as their classification within our consolidated balance sheets as of September 30, 2014 and December 31, 2013:

			Asset Derivatives					Liability Derivatives
			Balance	September 30,		December 31,		Balance	September 30,		December 31,
			Sheet	2014		2013		Sheet	2014		2013
			Location	Fair Value		Fair Value		Location	Fair Value		Fair Value
Derivatives designated
	as hedging instruments:
	Interest rate swaps			$	-	$	-	Derivative financial instruments	$	-	$	634,687
Derivatives not
	designated as hedging
		instruments:
	Interest rate swaps			$	-	$	-	Derivative financial instruments	$	-	$	175,018
	Warrants		Other non-current assets	$	-	$	60,525		$	-	$	-

The table below presents the effect of our derivative financial instruments designated as cash flow hedging instruments on the consolidated statements of comprehensive income for the three and nine months ended September 30, 2014 and 2013:

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Location of

Amount of

Loss

Recognized in

Income on

Amount of

Location of

Amount of

Derivatives

Loss

(Ineffective

Recognized in

Reclassified

Portion and

Derivatives

AOCI on

from AOCI into

Amounts

Designated as

Derivatives

Income

Excluded from

Hedging

(Effective

Effectiveness

Period

Instruments

Portion)

Portion)*

Testing)

Loss

Three Months

on derivative

Ended

Interest rate

Interest

financial

September 30, 2014

swaps

expense

instruments

Loss

Nine Months

on derivative

Ended

Interest rate

Interest

financial

September 30, 2014

swaps

(23,878)

expense

(653,465)

instruments

(3,431)

Loss

Three Months

on derivative

Ended

Interest rate

Interest

financial

September 30, 2013

swaps

(53,414)

expense

(636,918)

instruments

(5,103)

Loss

Nine Months

on derivative

Ended

Interest rate

Interest

financial

September 30, 2013

swaps

(117,188)

expense

(1,916,575)

instruments

(17,387)

*For the nine months ended September 30, 2014, a loss in the amount of approximately $361,000 was reclassified into earnings as a loss on derivative financial instruments as a result of the discontinuance of two cash flow hedges because it was probable that the original forecasted transactions will not occur by the end of the originally specified time period or within the additional period of time. These two cash flow hedges related to the Leighton Eclipse and the Leighton Stealth, which were sold during the nine months ended September 30, 2014.

(11) Accumulated Other Comprehensive Income (Loss)

As of September 30, 2014, AOCI of $14 was related to accumulated unrealized losses on currency translation adjustments. As of December 31, 2013, AOCI of $(629,587) was related to accumulated unrealized losses on derivative financial instruments.

(12) Fair Value Measurements

Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

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

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

· Level 3: Pricing inputs that are generally unobservable and are supported by little or no market data.

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Financial Assets and Liabilities Measured on a Recurring Basis

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

The following table summarizes the valuation of our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013:

		Level 1		Level 2		Level 3		Total
Assets:
	Warrants	$	-	$	-	$	60,525	$	60,525
Liabilities:
	Interest rate swaps	$	-	$	809,705	$	-	$	809,705

Our derivative financial instruments, including interest rate swaps and warrants, are valued using models based on readily observable or unobservable market parameters for all substantial terms of our derivative financial instruments and are classified within Level 2 or Level 3. In accordance with U.S. GAAP, we use market prices and pricing models for fair value measurements of our derivative financial instruments.

Interest Rate Swaps

We utilize a model that incorporates common market pricing methods as well as underlying characteristics of the particular swap contract. Interest rate swaps are modeled by incorporating such inputs as the term to maturity, LIBOR swap curves, Overnight Index Swap curves and the payment rate on the fixed portion of the interest rate swap. Such inputs are classified within Level 2. Thereafter, we compare third party quotations received to our own estimate of fair value to evaluate for reasonableness. The fair value of the interest rate swaps was recorded in derivative financial instruments within the consolidated balance sheets.

Warrants

As of December 31, 2013, our warrants were valued using the Black-Scholes-Merton option pricing model based on observable and unobservable inputs that are significant to the fair value measurement and are classified within Level 3. Unobservable inputs used in the Black-Scholes-Merton option pricing model include, but are not limited to, the expected stock price volatility and the expected period until the warrants are exercised. Increases or decreases of these inputs would result in a higher or lower fair value measurement. On July 21, 2014, we exercised the warrants and received net cash proceeds of $14,208, which resulted in a loss of $43,126.

The fair value of the warrants was recorded in other non-current assets within the consolidated balance sheets. The realized and unrealized loss or gain on the change in fair value of the warrants was recorded in loss on derivative financial instruments on the consolidated statements of comprehensive income.

Assets and Liabilities for which Fair Value is Disclosed

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Certain of our financial assets and liabilities, which include fixed-rate notes receivable, fixed rate non-recourse long term debt and seller’s credits, for which fair value is required to be disclosed, were valued using inputs that are generally unobservable and are supported by little or no market data and are therefore classified within Level 3. Under U.S. GAAP, we use projected cash flows for fair value measurements of these financial assets and liabilities. Fair value information with respect to certain of our other assets and liabilities is not separately provided since (i) U.S. GAAP 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 debt approximate fair value due to their short-term maturities and variable interest rates.

The estimated fair value of our fixed-rate notes receivable, fixed-rate non-recourse long-term debt and seller’s credits was based on the discounted value of future cash flows related to the loans based on recent transactions of this type. Principal outstanding on fixed-rate notes receivable was discounted at rates ranging between 10% and 14.50% per year. Principal outstanding on fixed-rate non-recourse long-term debt and seller’s credits was discounted at a rate of 5.04% per year.

	September 30, 2014
	Carrying		Fair Value
	Value		(Level 3)
Principal outstanding on fixed-rate notes receivable	$	48,769,544	$	49,142,344

Principal outstanding on fixed-rate non-recourse long-term debt	$	55,716,683	$	58,128,106

Seller's credit	$	14,186,375	$	14,303,072

(13) Commitments and Contingencies

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

At September 30, 2014, we had non-recourse debt obligations. Each lender has a security interest in the majority of the assets collateralizing each non-recourse long-term debt instrument and an assignment of the rental payments under the lease associated with the asset. In some cases, the lender is being paid directly by the lessee. In other cases, we receive the rental payments and pay the lender. If the lessee defaults on the lease, the assets could be returned to the lender in extinguishment of the non-recourse debt. At September 30, 2014, our outstanding non-recourse long-term indebtedness was $61,049,560.

At September 30, 2014, we had $10,000,000 outstanding under the Facility.

During 2008, a joint venture owned 55% by us and 45% by Fund Eleven purchased and simultaneously leased back semiconductor manufacturing equipment to Equipment Acquisition Resources, Inc. (“EAR”) for approximately $15,730,000. On October 23, 2009, EAR filed a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. On October 21, 2011, the Chapter 11 bankruptcy trustee for EAR filed an adversary complaint against ICON EAR, LLC (“ICON EAR”) seeking the recovery of the lease payments that the trustee alleges were fraudulently transferred from EAR to ICON EAR. The complaint also sought the recovery of payments made by EAR to ICON EAR during the 90-day period preceding EAR’s bankruptcy filing, alleging that those payments constituted a preference under the U.S. Bankruptcy Code. Additionally, the complaint sought the imposition of a constructive trust over certain real property and the proceeds from the sale that ICON EAR received as security in connection with its investment. Our Manager filed an answer to the complaint, which included certain affirmative defenses. Our Manager believes these claims are frivolous and intends to vigorously defend this action. At this time, we are unable to predict the outcome of this action or loss therefrom, if any.

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ICON Leasing Fund Twelve, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

Subsequent to the filing of the bankruptcy petition, EAR disclaimed any right to its equipment and such equipment became the subject of an Illinois State Court proceeding. The equipment was subsequently sold as part of the Illinois State Court proceeding. On March 6, 2012, one of the creditors in the Illinois State Court proceeding won a summary judgment motion filed against ICON EAR that granted dismissal of ICON EAR’s claims to the proceeds resulting from the sale of certain EAR equipment. ICON EAR appealed this decision. On September 16, 2013, the lower court’s ruling was affirmed by the Illinois Appellate Court. On October 21, 2013, ICON EAR filed a Petition for Leave to Appeal with the Supreme Court of Illinois appealing the decision of the Illinois Appellate Court, which petition was denied on January 29, 2014. The only remaining asset owned by ICON EAR at September 30, 2014 and December 31, 2013 was real property with a carrying value of approximately $220,000 and $290,000, respectively, which is included in other non-current assets within our consolidated balance sheets. During the three months ended September 30, 2014, we recognized an impairment charge of approximately $70,000 based on the estimated fair value less cost to sell the real property.

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

The following is a discussion of our current financial position and results of operations. This discussion should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2013. This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements” and the “Risk Factors” set forth in Item 1A of Part II of this Quarterly Report on Form 10-Q.

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

Forward-Looking Statements

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

Overview

We operate as an equipment leasing and finance program in which the capital our members invested was pooled together to make investments, pay fees and establish a small reserve. We primarily acquire equipment subject to lease, purchase equipment and lease it to third-party end users or finance equipment for third parties and, to a lesser degree, acquire 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. For our other equipment leases, we finance the majority of the purchase price through borrowings from third parties. We refer to these leases as “growth” leases. These growth leases generate little or no current cash flow because substantially all of the rental payments we receive from the lessee are used to service the indebtedness associated with acquiring or financing the lease. For these leases, we anticipate that the future value of the leased equipment will exceed the cash portion of the purchase price.

Our Manager manages and controls our business affairs, including, but not limited to, our equipment leases and other financing transactions, under the terms of our LLC Agreement.

Our offering period ended on April 30, 2009 and our operating period commenced on May 1, 2009. During our offering period, we raised total equity of $347,686,947. Our operating period ended on April 30, 2014 and our liquidation period commenced on May 1, 2014. During our liquidation period, we will sell our assets and/or let our investments mature in the ordinary course of business. If our Manager believes it would benefit our members to reinvest the proceeds received from investments in additional investments during the liquidation period, our Manager may do so.

Recent Significant Transactions

We engaged in the following significant transactions since December 31, 2013:

Telecommunications Equipment

· On March 31, 2014, upon the expiration of the lease, Broadview purchased telecommunications equipment from us for $293,090. No gain or loss was recorded as a result of this transaction.

Marine Vessels

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· On March 21, 2014, ICON Siva, through two indirect subsidiaries, entered into memoranda of agreement to purchase the SIVA Vessels from Siva Global for an aggregate purchase price of $41,600,000. The SIVA Coral and the SIVA Pearl were delivered on March 28, 2014 and April 8, 2014, respectively. The SIVA Vessels were bareboat chartered to an affiliate of Siva Global for a period of eight years upon the delivery of each respective vessel. The SIVA Vessels were each acquired for approximately $3,550,000 in cash, $12,400,000 of financing through the Loan from DVB and $4,750,000 of financing through a subordinated, non-interest-bearing seller’s credit.

· On April 1, 2014, two containership vessels, the Aegean Express and the Arabian Express, were returned to us in accordance with the terms of the leases. Upon redelivery, the bareboat charters were terminated and we assumed the underlying time charters for the Aegean Express and the Arabian Express, which were scheduled to expire on June 9, 2014 and August 14, 2014, respectively. Subsequently, the time charters for the Aegean Express and the Arabian Express were extended through November 9, 2014 and January 10, 2015, respectively. Upon such redelivery, we assumed operational responsibility of the vessels. Simultaneously, we contracted with Fleet Ship to manage the vessels on our behalf. Accordingly, these vessels have been reclassified to Vessels on our consolidated balance sheets.

· On April 3, 2014, Leighton, in accordance with the terms of three bareboat charters scheduled to expire between 2017 and 2018, exercised its option and purchased the Leighton Vessels from us for an aggregate price of $155,220,900, including payment of swap-related expenses of $720,900. As a result of the termination of the leases and the sale of the Leighton Vessels, we recognized additional finance income of approximately $57,248,000. A portion of the aggregate purchase price due from the exercise of the purchase option was used to satisfy the Leighton seller’s credits of $47,421,000 related to our original purchase of the Leighton Vessels as well as to satisfy our non-recourse debt obligations with Standard Chartered of approximately $38,426,000.

· On April 14, 2014 and May 21, 2014, upon expiration of the leases with AET, a joint venture owned 25% by us and 75% by Fund Fourteen sold the Eagle Otome and the Eagle Subaru to third-party purchasers for an aggregate price of approximately $14,822,000. As a result, the joint venture recognized an aggregate gain on sale of assets of approximately $2,200,000. Our share of such gain was approximately $550,000, which is included within income from investment in joint ventures on our consolidated statements of comprehensive income.

· On June 12, 2014, a joint venture owned 75% by us, 12.5% by Fund Fourteen and 12.5% by Fund Fifteen purchased an offshore supply vessel from Pacific Crest for $40,000,000. Simultaneously, the vessel was bareboat chartered to Pacific Crest for ten years. The vessel was acquired for approximately $12,000,000 in cash, $26,000,000 of financing through a senior secured loan from DVB and $2,000,000 of financing through a subordinated, non-interest-bearing seller’s credit. The senior secured loan bears interest at a rate of 5.04% per year and has a term of 7 years.

Trucks and Trailers

· On March 28, 2014, a joint venture owned 60% by us, 27.5% by Fund Fifteen and 12.5% by Fund Sixteen purchased trucks, trailers and other equipment from subsidiaries of D&T for $12,200,000. Simultaneously, the trucks, trailers and other equipment were leased to D&T and its subsidiaries for 57 months. On September 15, 2014, the lease agreement with D&T was amended to allow D&T to increase its capital expenditure limit. As a result, lease payments of approximately $1,500,000 that were scheduled to be paid in 2018 are to be paid on October 31, 2014. In addition, the joint venture received an amendment fee of $100,000, which will be recognized as finance income throughout the remaining lease term.

Mining Equipment

· On September 12, 2013, a joint venture owned by us, Fund Eleven and Fund Sixteen purchased mining equipment for approximately $15,107,000. The equipment is subject to a 24-month lease with Murray, which expires on September 30, 2015. On December 1, 2013 and February 1, 2014, Fund Sixteen contributed capital of approximately $934,000 and $1,726,000, respectively, to the joint venture, inclusive of acquisition fees. Subsequent to Fund Sixteen’s second capital contribution, the joint venture is owned 13.2% by us, 67% by Fund Eleven and 19.8% by Fund Sixteen. As a result, we received corresponding returns of capital.

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· On March 4, 2014, a joint venture owned 60% by us, 15% by Fund Fourteen, 15% by Fund Fifteen and 10% by Fund Sixteen purchased mining equipment from an affiliate of Spurlock. Simultaneously, the mining equipment was leased to Spurlock and its affiliates for four years. The aggregate purchase price for the mining equipment of approximately $25,359,000 was funded by approximately $17,859,000 in cash and $7,500,000 of non-recourse long-term debt with People’s Capital. The loan bears interest at a rate of 6.5% per year and matures on February 1, 2018.

· On September 18, 2014, a joint venture owned 55.817% by us and 44.183% by Hardwood purchased mining equipment for $6,789,928. The equipment is subject to a 36-month lease with Murray, which expires on September 30, 2017.

Notes Receivable

· On January 31, 2014, the INOVA Borrowers satisfied their obligation in connection with three term loans scheduled to mature on August 1, 2014 by making a prepayment of approximately $1,672,000. No material gain or loss was recorded as a result of this transaction.

· On March 18, 2014, Green Field satisfied its obligation in connection with a superpriority, secured term loan scheduled to mature on August 26, 2014 by making a prepayment of approximately $7,458,000, comprised of all outstanding principal and accrued interest. No material gain or loss was recorded as a result of this transaction.

· On April 15, 2014, we sold all of our interest in two term loans with Ocean Navigation scheduled to mature in July and September 2016 to Garanti Bank for $9,600,000. As a result, we wrote off the remaining initial direct costs associated with the notes receivable of approximately $455,000 as a charge against finance income.

· On June 6, 2014, NTS satisfied their obligations in connection with a secured term loan scheduled to mature on July 1, 2017 by making a prepayment of approximately $2,701,000, comprised of the outstanding principal, accrued interest and a prepayment fee of approximately $103,000. The prepayment fee was recognized as additional finance income.

· On June 17, 2014, we and Fund Fourteen entered into a secured term loan credit facility agreement with SeaChange to provide a credit facility of up to $7,000,000, of which our commitment was $6,300,000. On June 20, 2014 and August 20, 2014, we funded $4,050,000 and $2,250,000, respectively. The facility was used to partially finance SeaChange’s acquisition and conversion of a containership vessel to meet certain time charter specifications of the Military Sealift Command of the Department of the United States Navy. The facility bore interest at 13.25% per year and was scheduled to mature on February 15, 2018. The facility was secured by, among other things, a first priority security interest in and earnings from the vessel and the equity interests of SeaChange. Due to SeaChange’s inability to meet certain requirements of the Department of the United States Navy, which resulted in the cancellation of the time charter, SeaChange was required to repay all outstanding principal and accrued interest under the facility in accordance with the loan agreement. On September 24, 2014, SeaChange satisfied its obligation by making a prepayment of approximately $6,476,000, comprised of all outstanding principal and accrued interest.

· On July 2, 2014, SAE satisfied its obligation in connection with a secured term loan scheduled to mature on November 28, 2016 by making a prepayment of approximately $4,592,000, comprised of all outstanding principal, accrued interest and prepayment fees of approximately $449,000. The prepayment fees were recognized as additional finance income.

· On July 7, 2014, Cenveo made a partial prepayment of approximately $1,112,000 in connection with a secured term loan, which included a net prepayment fee of approximately $12,000. Simultaneously, we partially paid down our non-recourse long-term debt with NXT secured by our interest in the secured term loan to and collateral from Cenveo by making a payment of approximately $703,000.

· On July 14, 2014, we, Fund Fourteen and Fund Fifteen entered into a secured term loan credit facility agreement with TMA to provide a credit facility of up to $29,000,000, of which our commitment of $21,750,000 was funded on August 27, 2014. The facility was used by TMA to acquire and refinance two platform supply vessels. At inception, the loan bore interest at LIBOR, subject to a 1% floor, plus a margin of 17%. Upon the acceptance of both vessels by TMA’s sub-charterer on September 19, 2014, the margin was reduced to 13%. The loan matures five years from the date of funding. The loan is secured by, among other things, a first priority security interest in and earnings from each of the vessels. The vessels were valued at $61,000,000 on the date the transaction occurred.

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· On September 24, 2014, we, Fund Fourteen, Fund Fifteen and Fund Sixteen entered into a secured term loan credit facility agreement with Premier Trailer to provide a credit facility of up to $20,000,000, of which our commitment of $10,000,000 was funded on such date. The loan bears interest at LIBOR plus 9% per year, subject to a 1% floor, and is for a period of six years. The loan is secured by a second priority security interest in all of Premier Trailer’s assets, including, without limitation, its fleet of trailers, and the equity interests of Premier Trailer.

Acquisition Fees

We incurred acquisition fees to our Manager of $0 and $3,884,570 during the three and nine months ended September 30, 2014.

Recent Accounting Pronouncements

In March 2013, FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, which clarifies guidance to the release of the cumulative translation adjustment when an entity sells all or part of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. The adoption of ASU 2013-05 became effective for us on January 1, 2014 and did not have a material effect on our consolidated financial statements.

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will become effective for us on January 1, 2017. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

In August 2014, FASB issued ASU No. 2014-15, Preparation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which will become effective for us on December 31, 2016. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial statements.

We do not believe any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our consolidated financial statements.

Results of Operations for the Three Months Ended September 30, 2014 (the “2014 Quarter”) and 2013 (the “2013 Quarter”)

Financing Transactions

The following tables set forth the types of assets securing the financing transactions in our portfolio:

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		September 30, 2014			December 31, 2013
		Net	Percentage of		Net	Percentage of
		Carrying	Total Net		Carrying	Total Net
Asset Type		Value	Carrying Value		Value	Carrying Value
Tanker vessels	$	38,305,007	29%	$	-	-
Mining equipment		23,138,046	18%		-	-
Platform supply vessels		22,472,064	18%		-	-
Trailers		9,800,556	8%		-	-
Transportation		9,517,321	8%		-	-
Printing equipment		8,511,977	7%		10,961,912	7%
Coal drag line		5,731,692	5%		7,495,844	5%
Tube manufacturing equipment		4,104,745	3%		4,152,432	3%
Lubricant manufacturing equipment		2,711,964	2%		2,737,695	2%
Aircraft engines		1,594,257	1%		1,687,232	1%
On-shore oil field services equipment		450,510	1%		8,017,099	6%
Offshore oil field services equipment		-	-		93,951,371	63%
Marine - crude oil tanker		-	-		10,102,586	7%
Seismic imaging equipment		-	-		4,128,632	3%
Telecommunications equipment		-	-		3,168,851	2%
Analog seismic system equipment		-	-		1,878,037	1%
	$	126,338,139	100%	$	148,281,691	100%

The net carrying value of our financing transactions includes the balances of our net investment in notes receivable and our net investment in finance leases, which are included in our consolidated balance sheets.

During the 2014 Quarter and the 2013 Quarter, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

		Percentage of Total Finance Income
Customer	Asset Type	2014 Quarter	2013 Quarter
SIVA Global Ships Limited	Tanker vessels	22%	-
Spurlock Mining, LLC	Mining equipment	19%	-
SAExploration, Inc.	Seismic imaging equipment	12%	3%
D&T Holdings, LLC	Transportation	12%	-
Leighton Holdings Limited	Offshore oil field services equipment	-	71%
		65%	74%

Interest income from our net investment in notes receivable and finance income from our net investment in finance leases are included in finance income in our consolidated statements of comprehensive income.

The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of the carrying value of such assets or finance income as of each stated period, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

Operating Lease Transactions

The following tables set forth the types of equipment subject to operating leases in our portfolio:

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	September 30, 2014			December 31, 2013
	Net		Percentage of	Net		Percentage of
	Carrying		Total Net	Carrying		Total Net
Asset Type	Value		Carrying Value	Value		Carrying Value
Marine - container vessels	$	39,586,671	50%	$	20,071,331	36%
Offshore oil field services equipment		32,367,865	41%		35,135,234	64%
Mining equipment		6,800,645	9%		-	-
	$	78,755,181	100%	$	55,206,565	100%

The net carrying value of our operating lease transactions includes the balance of our leased equipment at cost, which is included in our consolidated balance sheets.

During the 2014 Quarter and the 2013 Quarter, certain customers generated significant portions (defined as 10% or more) of our total rental income as follows:

		Percentage of Total Rental Income
Customer	Asset Type	2014 Quarter	2013 Quarter
Swiber Holdings Limited	Offshore oil field services equipment	65%	30%
Pacific Crest Pte. Ltd.	Offshore oil field services equipment	33%	-
AET Inc. Limited	Marine - crude oil tanker	-	48%
Vroon Group B.V.	Marine - container vessels	-	22%
		98%	100%

The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of the carrying value of such assets or rental income as of each stated period, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

Revenue and other income for the 2014 Quarter and the 2013 Quarter is summarized as follows:

			Three Months Ended September 30,
		2014		2013		Change
Finance income		$	3,537,229	$	4,347,261	$	(810,032)
Rental income			3,570,323		7,785,064		(4,214,741)
Time charter revenue			1,362,719		-		1,362,719
Income from investment in joint ventures			850,244		327,220		523,024
Gain on lease termination			-		2,905,625		(2,905,625)
Loss on sale of assets, net			-		(2,748,240)		2,748,240
	Total revenue and other income	$	9,320,515	$	12,616,930	$	(3,296,415)

Total revenue and other income for the 2014 Quarter decreased $3,296,415, or 26.1%, as compared to the 2013 Quarter. The decrease was primarily due to the termination of five operating leases during or subsequent to the 2013 Quarter. In the 2013 Quarter, we had a net gain of $157,385 on the lease termination and subsequent sale of the Eagle Auriga, comprised of a gain on lease termination of $2,905,625 and a net loss on the sale of the vessel of $2,748,240, with no comparable net gain during the 2014 Quarter. The decreases were partially offset by an increase in time charter revenue related to the Aegean Express and the Arabian Express as we commenced operating such vessels in April 2014.

Expenses for the 2014 Quarter and the 2013 Quarter are summarized as follows:

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		Three Months Ended September 30,
		2014		2013			Change
Management fees		$	461,974	$	787,953	$	(325,979)
Administrative expense reimbursements			519,915		493,657		26,258
General and administrative			539,439		504,846		34,593
Interest			1,125,819		2,008,923		(883,104)
Depreciation			1,831,701		7,119,922		(5,288,221)
Impairment loss			70,412		-		70,412
Vessel operating			1,713,438		-		1,713,438
Loss on disposition of asset of foreign investment			-		1,447,361		(1,447,361)
Loss on derivative financial instruments			43,126		184,902		(141,776)
	Total expenses	$	6,305,824	$	12,547,564	$	(6,241,740)

Total expenses for the 2014 Quarter decreased $6,241,740, or 49.7%, as compared to the 2013 Quarter. The decrease in depreciation was primarily due to the sale of the Eagle Auriga, the Eagle Carina and the Eagle Corona during or subsequent to the 2013 Quarter and a decrease in loss on disposition of asset of foreign investment as a result of the reclassification of the accumulated loss on currency translation adjustment out of AOCI due to the sale of a foreign investment during the 2013 Quarter. These decreases were partially offset by vessel operating expenses incurred during the 2014 Quarter related to the Aegean Express and the Arabian Express as we commenced operating such vessels in April 2014.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased $961,407, from $81,783 in the 2013 Quarter to $1,043,190 in the 2014 Quarter. The increase was primarily due to additional consolidated joint ventures that we entered into subsequent to the 2013 Quarter.

Net Income (Loss) Attributable to Fund Twelve

As a result of the foregoing factors, net income (loss) attributable to us for the 2014 Quarter and the 2013 Quarter was $1,971,501 and $(12,417), respectively. Net income (loss) attributable to us per weighted average additional share of limited liability company interests (“Share”) outstanding for the 2014 Quarter and the 2013 Quarter was $5.60 and $(0.04), respectively.

Results of Operations for the Nine Months Ended September 30, 2014 (the “2014 Period”) and 2013 (the “2013 Period”)

Financing Transactions

During the 2014 Period and the 2013 Period, one customer generated a significant portion (defined as 10% or more) of our total finance income as follows:

		Percentage of Total Finance Income
Customer	Asset Type	2014 Period	2013 Period
Leighton Holdings Limited	Offshore oil field services equipment	89%	65%

The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of finance income as of each stated period, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

Operating Lease Transactions

During the 2014 Period and the 2013 Period, certain customers generated significant portions (defined as 10% or more) of our total rental income as follows:

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		Percentage of Total Rental Income
Customer	Asset Type	2014 Period	2013 Period
Swiber Holdings Limited	Offshore oil field services equipment	69%	26%
Pacific Crest Pte. Ltd.	Offshore oil field services equipment	14%	-
AET, Inc. Limited	Marine - crude oil tanker	-	56%
Vroon Group B.V.	Marine - container vessels	-	18%
		83%	100%

The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of rental income as of each stated period, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

Revenue and other income for the 2014 Period and the 2013 Period is summarized as follows:

			Nine Months Ended September 30,
			2014		2013		Change
Finance income		$	65,475,976	$	13,254,156	$	52,221,820
Rental income			10,211,322		27,516,424		(17,305,102)
Time charter revenue			2,823,586		-		2,823,586
Income from investment in joint ventures			2,694,594		2,130,332		564,262
(Loss) gain on lease termination			(18,800)		5,793,000		(5,811,800)
Loss on sale of assets, net			-		(5,438,528)		5,438,528
	Total revenue and other income	$	81,186,678	$	43,255,384	$	37,931,294

Total revenue and other income for the 2014 Period increased $37,931,294, or 87.7%, as compared to the 2013 Period. The increase in finance income was primarily related to the Leighton Vessels, of which $57,248,440 was recognized as finance income, related to the gain on the exercise of a purchase option of the Leighton Vessels during the 2014 Period. This gain was offset by a reduction of $5,576,092 in finance income earned from the leases in the 2014 Period compared to the 2013 Period. The increase in time charter revenue related to the Aegean Express and the Arabian Express as we commenced operating such vessels in April 2014. The increase was partially offset by a decrease in rental income, which was primarily due to the termination or expiration of the leases related to the Eagle Centaurus, the Eagle Auriga, the Eagle Carina and the Eagle Corona (collectively, the “Eagle Vessels”) during or subsequent to the 2013 Period. In the 2013 Period, we had a net gain of $354,472 on the lease termination and subsequent sale of the Eagle Centaurus and the Eagle Auriga, comprised of a gain on lease termination of $5,793,000 and a net loss on sale of the vessels of $5,438,528, as compared to a loss on lease termination of $18,800 in the 2014 Period.

Expenses for the 2014 Period and the 2013 Period are summarized as follows:

		Nine Months Ended September 30,
			2014		2013		Change
Management fees		$	1,600,725	$	2,658,679	$	(1,057,954)
Administrative expense reimbursements			1,649,014		1,402,269		246,745
General and administrative			2,113,504		2,296,447		(182,943)
Interest			4,109,040		7,019,496		(2,910,456)
Depreciation			4,945,855		26,210,470		(21,264,615)
Impairment loss			70,412		1,770,529		(1,700,117)
Vessel operating			3,083,110		-		3,083,110
Loss on disposition of asset of foreign investment			-		1,447,361		(1,447,361)
Loss on derivative financial instruments			372,316		203,445		168,871
	Total expenses	$	17,943,976	$	43,008,696	$	(25,064,720)

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Total expenses for the 2014 Period decreased $25,064,720, or 58.3%, as compared to the 2013 Period. The decrease in depreciation was primarily due to the sale of the Eagle Vessels during or subsequent to the 2013 Period. The decrease in interest was due to the repayment of our non-recourse long-term debt associated with the sale of multiple vessels and certain equipment during or subsequent to the 2013 Period, partially offset by three additional borrowings of non-recourse long-term debt during the 2014 Period. The decrease in impairment loss was due to the recognition of impairment losses in connection with the Eagle Vessels of $1,770,529 during the 2013 Period, compared to an impairment loss of $70,412 recognized on real property held by ICON EAR during the 2014 Period. In addition, we incurred a loss on disposition of assets of foreign investment as a result of the reclassification of the accumulated loss on currency translation adjustment out of AOCI due to the sale of a foreign investment during the 2013 Period, with no comparable loss incurred in the 2014 Period. These decreases were partially offset by vessel operating expenses incurred during the 2014 Period related to the Aegean Express and the Arabian Express as we commenced operating such vessels in April 2014.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased $2,124,967, from $540,385 in the 2013 Period to $2,665,352 in the 2014 Period. The increase was primarily due to additional consolidated joint ventures that we entered into subsequent to the 2013 Period.

Net Income (Loss) Attributable to Fund Twelve

As a result of the foregoing factors, net income (loss) attributable to us for the 2014 Period and the 2013 Period was $60,577,350 and $(293,697), respectively. Net income (loss) attributable to us per weighted average additional Share outstanding for the 2014 Period and the 2013 Period was $172.17 and $(0.83), respectively.

Financial Condition

This section discusses the major balance sheet variances at September 30, 2014 compared to December 31, 2013.

Total Assets

Total assets increased $41,963,854, from $244,226,508 at December 31, 2013 to $286,190,362 at September 30, 2014. The increase was primarily due to an increase in ownership of leased equipment and vessels of $42,244,142, primarily due to the acquisition of an offshore supply vessel that was bareboat chartered to Pacific Crest and certain mining equipment that was leased to Murray. In April 2014, the Aegean Express and the Arabian Express were reclassified from leased equipment to vessels as a result of the termination of the bareboat charters and our assumption of operational responsibility for such vessels. In addition, cash on hand increased $20,262,150, primarily due to a gain of $56,119,966 related to the sale of the Leighton Vessels. These increases were partially offset by a decrease in net investment in finance leases of $26,489,482, primarily due to the sale of the Leighton Vessels, partially offset by our investment in three new finance leases.

Current Assets

Current assets increased $15,703,851, from $39,888,607 at December 31, 2013 to $55,592,458 at September 30, 2014. The increase was primarily due to an increase in cash on hand of $20,262,150, partially offset by a decrease in current portion of net investment in notes receivable of $5,856,353. The decrease in current portion of net investment in notes receivable was a result of prepayments on and maturity of certain existing notes receivable, partially offset by investments in new notes receivable, the net result of which was a reduction in principal repayments over the next twelve months.

Total Liabilities

Total liabilities decreased $18,275,620, from $105,533,203 at December 31, 2013 to $87,257,583 at September 30, 2014. The decrease was primarily due to repayments on and the satisfaction of certain non-recourse long-term debt and seller’s credits totaling $93,517,698, primarily related to the repayment of non-recourse debt and seller’s credits associated with the Leighton Vessels totaling $80,304,848. These decreases were partially offset by $75,109,787 of liabilities comprised of (i) three additional borrowings of non-recourse long-term debt, (ii) additional seller’s credits primarily related to the SIVA Vessels and (iii) the drawdown of the Facility, during the 2014 Period.

Current Liabilities

Current liabilities decreased $30,856,503, from $52,034,596 at December 31, 2013 to $21,178,093 at September 30, 2014. The decrease was primarily due to a decrease in current portion of non-recourse long-term debt and seller’s credits totaling

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$40,117,367 as a result of the sale of the Leighton Vessels during the 2014 Period. This decrease was partially offset by the drawdown of the Facility of $10,000,000 during the 2014 Period.

Equity

Equity increased $60,239,474, from $138,693,305 at December 31, 2013 to $198,932,779 at September 30, 2014. The increase was primarily due to net income during the 2014 Period and contributions received from noncontrolling interests, partially offset by distributions to our members and noncontrolling interests during the 2014 Period.

Liquidity and Capital Resources

Summary

At September 30, 2014 and December 31, 2013, we had cash and cash equivalents of $34,247,457 and $13,985,307, respectively. Pursuant to the terms of our offering, we established a cash reserve in the amount of 0.5% of the gross offering proceeds. As of September 30, 2014, the cash reserve was $1,738,435. During our operating period, our main source of cash was typically from operating activities and our main use of cash was in investing and financing activities. During our liquidation period, which commenced on May 1, 2014, we expect our main sources of cash will be from the collection of income and principal on our notes receivable and finance leases, proceeds from the sale of assets held directly by us or indirectly by our joint ventures and our main use of cash will be for distributions to our members. Our liquidity will vary in the future, increasing to the extent cash flows from investments and proceeds from the sale of our investments exceed expenses and decreasing as we enter into new investments, meet our debt obligations, pay distributions to our members and to the extent that expenses exceed cash flows from operations and proceeds from the sale of our investments.

We anticipate being able to meet our liquidity requirements into the foreseeable future through the expected results of our operating and financing activities, as well as cash received from our investments at maturity. However, our ability to generate cash in the future is subject to general economic, financial, competitive, regulatory and other factors that affect us and our lessees’ and borrowers’ businesses that are beyond our control.

Cash Flows

Operating Activities

Cash provided by operating activities decreased $5,384,408, from $25,207,895 in the 2013 Period to $19,823,487 in the 2014 Period. The decrease was primarily due to a decrease in the collection of finance leases as a result of the termination or expiration of seven finance leases, partially offset by entering into three new finance leases, all of which occurred during or subsequent to the 2013 Period.

Investing Activities

Cash provided by investing activities increased $36,184,048, from $3,479,702 in the 2013 Period to $39,663,750 in the 2014 Period. The increase was primarily due to (i) an increase in net proceeds received from the sale of assets of $78,729,822, primarily related to the sale of the Leighton Vessels, which resulted in proceeds of $106,671,426, (ii) an increase in principal received on our notes receivable of $30,499,599 and (iii) a decrease in investment in joint ventures of $11,562,119. The increase was partially offset by the purchase of equipment for $65,584,650 and an increase in investment in notes receivable of $20,363,541.

Financing Activities

Cash used in financing activities decreased $6,291,603, from $45,516,704 in the 2013 Period to $39,225,101 in the 2014 Period. The decrease was primarily due to proceeds from our non-recourse long-term debt and contributions from noncontrolling interests during the 2014 Period, partially offset by an increase in repayments on our non-recourse long-term debt.

Non-Recourse Long-Term Debt

We had non-recourse long-term debt obligations at September 30, 2014 and December 31, 2013 of $61,049,560 and $55,370,983, respectively. Most of our non-recourse long-term debt obligations consist of notes payable in which the lender has

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a security interest in the underlying assets and an assignment of the rental payments under the lease, in which case the lender is being paid directly by the lessee. In other cases, we receive the rental payments and pay the lender. If the lessee were to default on the underlying lease resulting in our defaulting on the non-recourse long-term debt, the assets could be returned to the lender in extinguishment of the non-recourse long-term debt.

On March 4, 2014, we, through a joint venture owned 60% by us, 15% by Fund Fourteen, 15% by Fund Fifteen and 10% by Fund Sixteen, financed the acquisition of certain mining equipment that is on lease to Spurlock and its affiliates by entering into a non-recourse loan agreement with People’s Capital in the amount of $7,500,000. People’s Capital received a first priority security interest in such mining equipment. The loan bears interest at a rate of 6.5% per year and matures on February 1, 2018.

We, through a joint venture owned 75% by us, 12.5% by Fund Fourteen and 12.5% by Fund Fifteen, financed the acquisition of the SIVA Vessels by entering into a non-recourse loan agreement with DVB in the amount of $24,800,000. The Loan bears interest at a rate of 6.1225% per year and matures on March 25, 2022.

On April 3, 2014, a portion of the proceeds from the sale of the Leighton Vessels were used to satisfy our related non-recourse debt obligations with Standard Chartered of approximately $38,426,000.

As a result of the partial prepayment by Cenveo, on July 7, 2014 we partially paid down our non-recourse long-term debt with NXT secured by our interest in the secured term loan to and collateral from Cenveo by making a prepayment of approximately $703,000.

At September 30, 2014, we were in compliance with all covenants related to our non-recourse long-term debt.

Distributions

We, at our Manager’s discretion, paid monthly distributions to each of our additional members beginning with the first month after each such member’s admission and continued to pay distributions until the end of our operating period. We paid distributions of $191,338, $18,942,449 and $4,921,691 to our Manager, additional members and noncontrolling interests, respectively, during the 2014 Period. Distributions paid during our liquidation period will vary, depending on the timing of the sale of our assets and/or the maturity of our investments and our receipt of finance and other income from our investments.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2014, we had $10,000,000 outstanding under the Facility.

During 2008, a joint venture owned 55% by us and 45% by Fund Eleven purchased and simultaneously leased back semiconductor manufacturing equipment to EAR for approximately $15,730,000. On October 23, 2009, EAR filed a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. On October 21, 2011, the Chapter 11 bankruptcy trustee for EAR filed an adversary complaint against ICON EAR seeking the recovery of the lease payments that the trustee alleges were fraudulently transferred from EAR to ICON EAR. The complaint also sought the recovery of payments made by EAR to ICON EAR during the 90-day period preceding EAR’s bankruptcy filing, alleging that those payments constituted a preference under the U.S. Bankruptcy Code. Additionally, the complaint sought the imposition of a constructive trust over certain real property

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and the proceeds from the sale that ICON EAR received as security in connection with its investment. Our Manager filed an answer to the complaint, which included certain affirmative defenses. Our Manager believes these claims are frivolous and intends to vigorously defend this action. At this time, we are unable to predict the outcome of this action or loss there from, if any.

Subsequent to the filing of the bankruptcy petition, EAR disclaimed any right to its equipment and such equipment became the subject of an Illinois State Court proceeding. The equipment was subsequently sold as part of the Illinois State Court proceeding. On March 6, 2012, one of the creditors in the Illinois State Court proceeding won a summary judgment motion filed against ICON EAR that granted dismissal of ICON EAR’s claims to the proceeds resulting from the sale of certain EAR equipment. ICON EAR appealed this decision. On September 16, 2013, the lower court’s ruling was affirmed by the Illinois Appellate Court. On October 21, 2013, ICON EAR filed a Petition for Leave to Appeal with the Supreme Court of Illinois appealing the decision of the Illinois Appellate Court, which petition was denied on January 29, 2014. The only remaining asset owned by ICON EAR at September 30, 2014 and December 31, 2013 was real property with a carrying value of approximately $220,000 and $290,000, respectively, and is included in other non-current assets within our consolidated balance sheets.

Off-Balance Sheet Transactions

None.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There are no material changes to the disclosures related to this item since the filing of our Annual Report on Form 10-K for the year ended December 31, 2013.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

In connection with the preparation of this Quarterly Report on Form 10-Q for the three months ended September 30, 2014, our Manager carried out an evaluation, under the supervision and with the participation of the management of our Manager, including its Co-Chief Executive Officers and the 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 amended. Based on the foregoing evaluation, the Co-Chief Executive Officers and the Principal Financial and Accounting Officer concluded that our Manager’s disclosure controls and procedures were effective.

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

Evaluation of internal control over financial reporting

There have been no changes in our internal control over financial reporting during the three months ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of conducting our business, we may be subject to 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. We are not aware of any material legal proceedings that are currently pending against us or against any of our assets.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2013.

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

We did not sell or repurchase any Shares during the three months ended September 30, 2014.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

3.1 Certificate of Formation of Registrant (Incorporated by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 filed with the SEC on November 13, 2006 (File No. 333-138661)).

4.1 Limited Liability Company Agreement of Registrant (Incorporated by reference to Exhibit A to Registrant’s Prospectus filed with the SEC on May 8, 2007 (File No. 333-138661)).

10.1 Commercial Loan Agreement, by and between California Bank & Trust and ICON Leasing Fund Twelve, LLC, dated as of May 10, 2011 (Incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed May 16, 2011).

10.2 Loan Modification Agreement, dated as of March 31, 2013, by and between California Bank & Trust and ICON Leasing Fund Twelve, LLC (Incorporated by reference to Exhibit 10.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed March 22, 2013).

31.1 Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.

31.2 Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.

31.3 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial and Accounting Officer.

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

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

32.3 Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* XBRL Instance Document.

101.SCH* XBRL Taxonomy Extension Schema Document.

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.

_______________________________________________________________________________________________

* XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ICON Leasing Fund Twelve, LLC

(Registrant)

By: ICON Capital, LLC

(Manager of the Registrant)

October 29, 2014

By: /s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

By: /s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

By: /s/ Christine H. Yap

Christine H. Yap

Principal Financial and Accounting Officer

ICON LEASING FUND TWELVE, LLC - FORM 10-Q - October 29, 2014

Attached files

ICON LEASING FUND TWELVE, LLC Reports