UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March~~June 3130, 2016

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

For the transition period from

Commission File Number:

000-51916

ICON Leasing Fund Eleven, LLC

(Exact name of registrant as specified in its charter)

Delaware	20-1979428
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3 Park Avenue, 36th 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 ☐ No

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

☑ Yes ☐ No

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

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

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

☐ Yes ☑ No

Number of outstanding shares of limited liability company interests of the registrant on ~~May~~August 135, 2016 is 362,656.

ICON Leasing Fund Eleven, LLC

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements		1
Consolidated Balance Sheets		1
Consolidated Statements of Operations		2
Consolidated Statement of Changes in Equity		3
Consolidated Statements of Changes in Equity		3
Consolidated Statements of Cash Flows		4
Notes to Consolidated Financial Statements		5
Item 2. Manager’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3. Quantitative and Qualitative Disclosures About Market Risk		1516
Item 4. Controls and Procedures		1516
PART II – OTHER INFORMATION
Item 1. Legal Proceedings		1617
Item 1A. Risk Factors		1617
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		1617
Item 3. Defaults Upon Senior Securities		1617
Item 4. Mine Safety Disclosures		1617
Item 5. Other Information		1617
Item 6. Exhibits		1718
Signatures		1819

Table of contents

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ICON Leasing Fund Eleven, LLC
(A Delaware Limited Liability Company)
Consolidated Balance Sheets
			March 31,		December 31,
			June 30,		December 31,
			2016		2015
			(unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	32,~~140~~602,~~267~~374	$	3,459,766
	Other current assets			159,659		327,040
		Total current assets		32,~~299~~762,~~926~~033		3,786,806
Non-current assets:
	Investment in joint ventures			~~2,098,529~~-		2,098,529
		Total non-current assets		~~2,098,529~~-		2,098,529
Total assets			$	52,~~398~~762,~~455~~033	$	5,885,335
Liabilities and Equity
Current liabilities:
	Due to Manager and affiliates, net			2,574		-
	Accrued litigation expense			1,891,000		-
	Accrued expenses and other liabilities			~~543~~400,~~925~~695		581,126
Total liabilities				2,~~437~~291,~~499~~695		581,126
Commitments and contingencies (Note 7)
Equity:
	Members’ equity:
	Additional members			63,~~123~~659,~~802~~085		8,436,982
	Manager			(3,~~166~~191,~~105~~001)		(3,142,740)
		Total members' equity		2468,~~957,697~~084		5,294,242
	Noncontrolling interests			32,~~259~~254		9,967
		Total equity		2470,~~960,956~~338		5,304,209
Total liabilities and equity			$	52,~~398~~762,~~455~~033	$	5,885,335
See accompanying notes to consolidated financial statements.

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ICON Leasing Fund Eleven, LLC
(A Delaware Limited Liability Company)
Consolidated Statements of Operations
(unaudited)
			Three Months Ended				Six Months Ended
			March 31,
			June 30,				June 30,
				2016		2015		2016		2015
Revenue and other income:
Revenue and other income (loss):
	Rental income		$	-	$	1,~~907~~908,~~669~~281	$	-	$	3,815,950
	Income from investment in joint ventures			-		477,926
	Loss from investment in joint ventures			(2,105,898)		(6,421,563)		(2,105,898)		(5,943,637)
		Total revenue and other income		-		2,385,595
	Gain on litigation			-		82,298		-		82,298
Expenses:
		Total revenue and other income (loss)		(2,105,898)		(4,430,984)		(2,105,898)		(2,045,389)
	General and administrative			438,063		687,039
Expenses:
	Depreciation			-		1,642,369
	General and administrative			384,720		319,625		822,783		1,006,664
	Interest			-		8,811
	Depreciation			-		1,642,369		-		3,284,738
	Litigation expense			~~1,891,000~~-		-		1,891,000		-
		Total expenses		2,329,063		2,338,219
	Interest			-		9,205		-		18,016
Net (loss) income				(2,329,063)		47,376
		Total expenses		384,720		1,971,199		2,713,783		4,309,418
	Less: net income (loss) attributable to noncontrolling interests			7,482		(62,488)
Net loss				(2,490,618)		(6,402,183)		(4,819,681)		(6,354,807)
Net (loss) income attributable to Fund Eleven				(2,336,545)		109,864
	Less: net (loss) income attributable to noncontrolling interests			(1,005)		206,473		6,477		143,985
Net (loss) income attributable to Fund Eleven allocable to:
Net loss attributable to Fund Eleven				(2,489,613)		(6,608,656)		(4,826,158)		(6,498,792)
	Additional members		$	(2,313,180)	$	108,765
Net loss attributable to Fund Eleven allocable to:
	Manager			(23,365)		1,099
	Additional members		$	(2,464,717)	$	(6,542,569)	$	(4,777,897)	$	(6,433,804)
			$	(2,336,545)	$	109,864
	Manager			(24,896)		(66,087)		(48,261)		(64,988)
Weighted average number of additional shares of
			$	(2,489,613)	$	(6,608,656)	$	(4,826,158)	$	(6,498,792)
	limited liability company interests outstanding			362,656		362,656
Weighted average number of additional shares of
Net (loss) income attributable to Fund Eleven per weighted average
	limited liability company interests outstanding			362,656		362,656		362,656		362,656
	additional share of limited liability company interests outstanding		$	(6.38)	$	0.30
Net loss attributable to Fund Eleven per weighted average
See accompanying notes to consolidated financial statements.
	additional share of limited liability company interests outstanding		$	(6.80)	$	(18.04)	$	(13.17)	$	(17.74)
See accompanying notes to consolidated financial statements.

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ICON Leasing Fund Eleven, LLC
(A Delaware Limited Liability Company)
Consolidated Statement of Changes in Equity
Consolidated Statements of Changes in Equity
		Members' Equity
		Additional Shares of Limited Liability Company Interests
							Total
			Additional				Members'		Noncontrolling		Total
			Members		Manager		Equity		Interests		Equity
Balance, December 31, 2015		362,656	$	8,436,982	$	(3,142,740)	$	5,294,242	$	9,967	$	5,304,209
	Net (loss) income	-		(2,313,180)		(23,365)		(2,336,545)		7,482		(2,329,063)
	Distributions	-		-		-		-		(14,190)		(14,190)
Balance, March 31, 2016 (unaudited)		362,656	$	6,123,802	$	(3,166,105)	$	2,957,697	$	3,259	$	2,960,956
	Net loss	-		(2,464,717)		(24,896)		(2,489,613)		(1,005)		(2,490,618)
Balance, June 30, 2016 (unaudited)		362,656	$	3,659,085	$	(3,191,001)	$	468,084	$	2,254	$	470,338
See accompanying notes to consolidated financial statements.

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ICON Leasing Fund Eleven, LLC
(A Delaware Limited Liability Company)
Consolidated Statements of Cash Flows
(unaudited)
			Three Months Ended March 31,
			Six Months Ended June 30,
			2016		2015
Cash flows from operating activities:
	Net (loss) income		$	(2,329,063)	$	47,376
	Net loss		$	(4,819,681)	$	(6,354,807)
	Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Income from investment in joint ventures		-		(477,926)
		Loss from investment in joint ventures		2,105,898		5,943,637
		Depreciation		-		13,~~642~~284,~~369~~738
		Interest expense, other		-		818,~~811~~016
	Changes in operating assets and liabilities:
		Other assets		167,381		(~~240~~288,~~936~~223)
		Accrued expenses and other liabilities		1,~~853~~710,~~799~~569		~~400~~(266,~~093~~722)
		Due to Manager and affiliates, net		~~2,574~~-		(228,736)
		Distributions from joint venture		-		98,361
Net cash (used in) provided by operating activities				(~~305~~835,~~309~~833)		12,~~249~~206,~~412~~264
Cash flows from investing activities:
	Investment in joint venture			(7,369)		(10,937)
Net cash used in investing activities				(7,369)		(10,937)
Cash flows from financing activities:
	Distributions to noncontrolling interests			(14,190)		(629,158)
	Distributions to members			-		(1,010,129)
Net cash used in financing activities				(14,190)		(629,158)
	Distributions to noncontrolling interests			(14,190)		(1,258,315)
Net (decrease) increase in cash and cash equivalents				(319,499)		620,254
Net cash used in financing activities				(14,190)		(2,268,444)
Net decrease in cash and cash equivalents				(857,392)		(73,117)
Cash and cash equivalents, beginning of period				3,459,766		7,056,701
Cash and cash equivalents, end of period			$	32,~~140~~602,~~267~~374	$	76,~~676~~983,~~955~~584
Supplemental disclosure of non-cash investing and financing activities:
	Mutual release of notes receivable and seller's credits obligations		$	-	$	5,350,503
See accompanying notes to consolidated financial statements.

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ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

~~March~~June 3130, 2016

(unaudited)

(1) Organization

ICON Leasing Fund Eleven, LLC (the “LLC”) was formed on December 2, 2004 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 (the “Manager”). Our Manager manages and controls our business affairs, including, but not limited to, the equipment leases and other financing transactions that we entered into, pursuant to the terms of our amended and restated limited liability company agreement (the “LLC Agreement”).

Our operating period ended on April 30, 2014 after having been extended for two years. On May 1, 2014, we commenced our liquidation period~~, which has continued for more than one year~~. During our liquidation period, we have sold and will continue to sell our assets and/or let our investments mature in the ordinary course of business. Our liquidation period will continue if the sale of our remaining assets is not in the best interests of our members ~~due~~taking tointo account, among other things, current market conditions.

(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 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, 2015. The results for the interim period are not necessarily indicative of the results for the full year.

Recently Adopted Accounting Pronouncements

In January 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-01, Income Statement – Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”), which simplifies income statement presentation by eliminating the concept of extraordinary items. We adopted ASU 2015-01 on January 1, 2016, which did not have an effect on our consolidated financial statements ~~as of and for the three months ended March 31, 2016~~.

In February 2015, FASB issued ASU No. 2015-02, Consolidation – Amendments to the ~~Consolidation~~ Consolidation Analysis (“ASU 2015-02”), which modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, eliminates the presumption that a general ~~partner~~ partner should consolidate a limited partnership, and affects the consolidation analysis by reducing the frequency of application of related party guidance and excluding certain fees in the primary beneficiary determination. We adopted ASU 2015-02 on January 1, 2016, which did not have an effect on our consolidated financial statements ~~as of and for the three months ended March 31, 2016~~.

Other Recent Accounting Pronouncements

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. This new revenue standard may be applied retrospectively to each prior period presented, or retrospectively with the cumulative effect recognized as of the date of adoption. In August 2015, FASB issued ASU No. 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date (“ASU 2015-14”), which defers implementation of ASU 2014-09 by one year. Under such deferral, the adoption of ASU 2014-09 becomes effective for us on January 1, 2018, including interim periods within that reporting period. Early adoption is permitted, but not before our original effective date of 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.

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ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

~~March~~June 3130, 2016

(unaudited)

In August 2014, FASB issued ASU No. 2014-15, Presentation 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 after 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.

In November 2015, FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities to be classified as non-current on a classified balance sheet. The adoption of ASU 2015-17 becomes effective for us on January 1, 2017, including interim periods within that reporting period. ASU 2015-17 may be adopted prospectively or retrospectively and early adoption is permitted. The adoption of ASU 2015-17 is not expected to have a material effect on our consolidated financial statements.

In January 2016, FASB issued ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which provides guidance related to accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The adoption of ASU 2016-01 becomes effective for us on January 1, 2018, including interim periods within that reporting period. We are currently in the process of evaluating the impact of the adoption of ASU 2016-01 on our consolidated financial statements.

In June 2016, FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”), which modifies the measurement of credit losses by eliminating the probable initial recognition threshold set forth in current guidance, and instead reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity will apply the amendments within ASU 2016-13 through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The adoption of ASU 2016-13 becomes effective for us on January 1, 2020, including interim periods within that reporting period. Early adoption is permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements.

(3) Investment in Joint Ventures

On May 15, 2013, a joint venture owned 39% by us, 21% by ICON Leasing Fund Twelve, LLC (“Fund Twelve”) and 40% by ICON ECI Fund Fifteen, L.P. (“Fund Fifteen”), each an entity also managed by our Manager, purchased a portion of a $208,038,290 subordinated credit facility for Jurong Aromatics Corporation Pte. Ltd. (“JAC”) from Standard Chartered Bank (“Standard Chartered”) for $28,462,500. The subordinated credit facility initially bore interest at rates ranging between 12.5% and 15.0% per year and matures in January 2021. As a result of JAC’s failure to make an expected payment that was due to the joint venture during the three months ended March 31, 2015, the interest rate payable by JAC under the facility increased from 12.5% to 15.5%. The subordinated credit facility is secured by a second priority security interest in all JAC’s assets, which include, among other things, all equipment, plant and machinery associated with a condensate splitter and aromatics complex. Our initial contribution to the joint venture was $11,100,376.

During 2015, JAC experienced liquidity constraints as a result of a general economic slow-down in China and India, which led to lower demand from such countries, as well as the price decline of energy and other commodities. As a result, JAC’s manufacturing facility ceased operations and JAC was not able to service interest payments under the facility. In addition, an expected tolling arrangement with JAC’s suppliers that would have allowed JAC’s manufacturing facility to resume operations did not commence in 2015 as originally anticipated. Discussions among the senior lenders and certain other stakeholders of JAC regarding a restructuring plan ended as the senior lenders did not agree to amendments to their credit facilities as part of the broader restructuring that was being contemplated. As a result, JAC entered receivership on September 28, 2015.

As a result of these factors, during the three months ended June 30, 2015, our Manager determined that there was doubt regarding the joint venture’s ultimate collectability of the facility and commenced recording credit losses. ~~Commencing~~During ~~with~~ the three months ended June 30, 2015 ~~and on a quarterly basis thereafter~~, ~~our Manager has reassessed the~~ ~~collectability of~~ the facility by considering the following factors, among others (i) what a potential buyer may be willing to pay to acquire JAC based on a comparable enterprise value derived from EBITDA multiples and (ii) the average trading price of unsecured distressed debt in comparable industries. During the year ended December 31, 2015, the joint venture recorded ~~an aggregate~~a credit loss of $3117,~~637~~342,~~426 related to JAC based on our Manager’s quarterly collectability analyses~~915, of which our share was $116,~~996~~421,~~247~~994. ToCommencing ~~the extent~~with ~~there was an indication that (i)~~ the ~~underlying~~three ~~investment~~months inended ~~JAC~~June ~~owned by~~30, ~~the~~2015 ~~joint~~and ~~venture~~on ~~may be impaired or (ii) our investment in the joint~~a ~~venture~~quarterly ~~may~~basis ~~be impaired~~thereafter, our Manager ~~assessed~~has ~~impairment~~reassessed ~~under~~ the ~~equity method~~collectability of ~~accounting for our investment in~~ the ~~joint~~facility ~~venture and concluded that there was no impairment.~~

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ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

~~March~~June 3130, 2016

(unaudited)

~~arrangement with~~by ~~JAC’s~~considering ~~suppliers will be implemented during~~ the ~~first~~following ~~half of 2016 to allow~~factors, ~~JAC’s~~among ~~facility~~others to(i) ~~recommence~~what ~~operations.~~a ~~Although~~potential ~~our~~buyer ~~Manager~~may ~~believes~~be ~~that~~willing ~~the marketability~~to ofpay ~~JAC’s~~to ~~facility~~acquire ~~should improve if and when the facility recommences operations, our Manager does not anticipate that~~ JAC ~~will make any~~ ~~payments~~based toon ~~the~~a ~~joint~~comparable ~~venture~~enterprise ~~while~~value ~~operating~~derived ~~under~~from ~~the~~EBITDA ~~expected~~multiples ~~tolling arrangement. As of March 31, 2016, our Manager updated its quarterly assessment of the joint venture’s ultimate collectability of the facility~~ and ~~determined that there was~~(ii) ~~no new additional material information that would warrant a change to~~ the ~~recoverable~~ ~~amount~~average ~~determined~~trading asprice of ~~December~~unsecured ~~31,~~distressed ~~2015.~~debt ~~An additional credit loss may be recorded~~ in ~~future periods based upon future developments of the~~comparable ~~receivership process or if the joint venture’s ultimate collectability of the facility results in less of a recovery from its current estimate~~industries. ~~For~~During the ~~three months~~year ended ~~March~~December 31, ~~2016 and~~ 2015, the joint venture ~~recognized finance~~recorded ~~income~~an ofaggregate $0credit ~~and~~loss of $131,~~152~~637,~~580,~~426 ~~respectively,~~related ~~prior~~ to ~~the~~JAC ~~facility~~based ~~being~~on ~~considered~~our Manager’s ~~impaired.~~quarterly Ascollectability analyses, of ~~March~~which ~~31,~~our ~~2016~~share ~~and~~was ~~December 31~~$11, ~~2015~~996,247. ~~the total net investment~~Our inManager ~~notes~~also ~~receivable~~assessed ~~held~~impairment byunder the ~~joint~~equity ~~venture~~method ~~was~~of ~~$5,365,776,~~accounting ~~and~~for our ~~total~~ investment in the joint venture and concluded that there was ~~$2,098,529~~no impairment.

In January 2016, our Manager engaged in further discussions with JAC’s other subordinated lenders and the Receiver regarding a near term plan for JAC’s manufacturing facility. Based upon such discussions, our Manager anticipated that a one-year tolling arrangement with JAC’s suppliers would be implemented to allow JAC’s facility to recommence operations. In July 2016, the tolling arrangement was finally implemented and the manufacturing facility resumed operations. Although our Manager believes that the marketability of JAC’s facility should improve now that it has recommenced operations, our Manager does not anticipate that JAC will make any payments to the joint venture while operating under the tolling arrangement. As part of the tolling arrangement and the receivership process, JAC incurred additional senior debt, that could be up to $55,000,000, to fund its operations as well as any receivership-related costs. As a result, our Manager determined that the joint venture’s ultimate collectability of the facility was further in doubt. As of June 30, 2016, our Manager updated its quarterly assessment by considering (i) a comparable enterprise value derived from EBITDA multiples; (ii) the average trading price of unsecured distressed debt in comparable industries and (iii) the additional senior debt incurred by JAC, which has priority over the joint venture’s facility. Based upon this reassessment, our Manager determined that the joint venture should fully reserve the outstanding balance of the facility due from JAC as of June 30, 2016. As a result, the joint venture recorded an additional credit loss of $5,365,776 for the three months ended June 30, 2016, of which our share was $2,092,652. The joint venture did not recognize finance income for the three and six months ended June 30, 2016. For the three and six months ended June 30, 2015, the joint venture recognized finance income of $0 and $1,152,580, respectively, prior to the facility being considered impaired. As of June 30, 2016 and December 31, 2015, the total net investment in notes receivable held by the joint venture was $0 and $5,365,776, respectively, and our total investment in the joint venture was $0 and $2,098,529, respectively.

Information as to the results of operations of this joint venture is summarized as follows:

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Revenue	$	-	$	~~1,152,580~~-	$	-	$	1,152,580
Net income	$	-	$	1,142,584
Net loss	$	(5,399,196)	$	(17,343,365)	$	(5,399,196)	$	(16,200,511)
Our share of net income	$	-	$	471,885
Our share of net loss	$	(2,105,898)	$	(6,421,563)	$	(2,105,898)	$	(5,949,678)

(4) Income Taxes

We are taxed as a partnership for federal and state income tax purposes. Therefore, no provision for federal and state income taxes has been recorded since the liability for these taxes is the responsibility of each of the individual members rather than us. However, certain of our direct and ~~indirect~~ indirect wholly-owned Canadian subsidiaries are unlimited liability companies and are taxed as corporations under the laws of Canada. Other indirect wholly-owned Barbados subsidiaries are taxed as corporations in Barbados. There was no income tax expense or benefit for the three and six months ended ~~March 31~~June 30, 2016 and 2015. Under the laws of Canada, our Canadian subsidiaries are subject to income tax examination for the 2011 tax year and subsequent tax years.

As of ~~March~~June 3130, 2016 and December 31, 2015, we recorded a full valuation allowance against our deferred tax asset of CAD 2,606,811 (translated to USD as of the respective balance sheet dates) in relation to unused net operating losses. We believe it is more likely than not that our wholly-owned subsidiaries, ICON Teal Jones, LLC and ICON Teal Jones, ULC, will not ~~realize~~ realize this deferred tax asset.

(5) Transactions with Related Parties

We did not pay any distributions to our Manager for the three and six months ended ~~March~~June 3130, 2016. We paid distributions to our Manager of $10,101 for the three and six months ended June 30, 2015. Our Manager’s interest in the net (loss) ~~income~~ attributable to us was $~~(23~~24,~~365)~~896 and $148,~~099~~261 for the three and six months ended ~~March~~June 3130, 2016, respectively. Our Manager’s interest in the net loss attributable to us was $66,087 and $64,988 for the three and six months ended June 30, 2015, respectively.

Our Manager has waived the following fees and administrative expense reimbursements in relation to services provided during the three months ended March 31, 2016 and 2015:

			Three Months Ended March 31,
Entity	Capacity	Description	2016		2015
ICON Capital, LLC	Manager	Management fees	$	-	$	63,869
ICON Capital, LLC	Manager	Administrative expense reimbursements		77,539		110,878
			$	77,539	$	174,747

At March 31, 2016 and December 31, 2015, we had a net payable due to our Manager and affiliates of $2,574 and $0, respectively.

(6) Fair Value Measurements

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

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ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

~~March~~June 3130, 2016

(unaudited)

Our Manager has waived the following fees and administrative expense reimbursements in relation to services provided during the three and six months ended June 30, 2016 and 2015:

			Three Months Ended				Six Months Ended
			June 30,				June 30,
Entity	Capacity	Description	2016		2015		2016		2015
ICON Capital, LLC	Manager	Management fees	$	-	$	63,869	$	-	$	127,738
ICON Capital, LLC	Manager	Administrative expense
		reimbursements		65,864		83,489		143,403		194,367
			$	65,864	$	147,358	$	143,403	$	322,105

(6) 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.

As of ~~March~~June 3130, 2016 and December 31, 2015, we had no assets or liabilities that were required to be measured at fair value either on a recurring or nonrecurring basis.

Fair value information with respect to certain of our assets and liabilities is not separately provided since the carrying value of such financial assets and liabilities approximates fair value due to their short-term maturities.

(7) 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~~ may or may not have a material adverse effect on our consolidated financial condition or results of operations taken as a whole.

During ~~2011~~2008, weICON ~~received~~EAR, LLC (“ICON EAR”), a joint venture owned 45% by ~~notices~~us ~~from~~and ~~ZIM~~55% ~~Integrated~~by ~~Shipping~~Fund ~~Services~~Twelve, ~~Ltd~~purchased and simultaneously leased semiconductor manufacturing equipment to Equipment Acquisition Resources, Inc. (“~~ZIM~~EAR”) ~~claiming~~for it$15,729,500. ~~was allegedly~~In ~~owed~~addition, ~~various~~our ~~amounts~~wholly ~~for~~owned subsidiary, ~~unpaid~~ICON ~~seller’s~~EAR ~~credits~~II, ~~related~~LLC to(“ICON ~~four~~EAR ~~container~~II”), ~~vessels.~~purchased ~~Our~~and ~~Manager~~simultaneously ~~believed~~leased ~~any~~semiconductor ~~obligation~~manufacturing equipment to ~~repay~~EAR ~~the~~for ~~seller’s credits~~a ~~was~~purchase ~~extinguished~~price ~~when~~of ~~ZIM~~$6,347,500. ~~defaulted~~On onOctober ~~its~~23, ~~obligations~~2009, ~~under~~EAR ~~the~~filed a ~~bareboat~~petition ~~charters~~for ~~associated~~reorganization ~~with~~under Chapter 11 of the ~~vessels~~U.S. ~~Our~~Bankruptcy ~~Manager~~Code. ~~agreed~~On October to21, a2011, ~~three party~~the ~~arbitration~~Chapter ~~panel~~11 tobankruptcy ~~hear~~trustee ~~such~~for ~~claims~~EAR filed an adversary complaint against ICON EAR and inICON ~~2014~~EAR II (collectively, the ~~arbitration~~“ICON ~~panel~~EAR ~~ruled~~entities”) ~~that~~seeking the ~~seller’s~~recovery ~~credits~~of ~~were~~the ~~forfeited~~lease bypayments ~~virtue~~that ofthe ~~ZIM’s~~trustee ~~default but~~alleged ~~that~~were ~~such~~fraudulently ~~forfeiture~~transferred ~~was~~from ~~not~~EAR ~~proved~~ to bethe anICON ~~accurate~~EAR ~~representation~~entities. ofThe ~~genuine~~complaint ~~loss~~also ~~suffered~~sought ~~from~~the ~~such~~recovery ~~default~~of ~~and~~payments ~~thus,~~made ~~could~~by ~~not~~EAR beto ~~enforced~~the ~~under~~ICON ~~English~~EAR entities ~~law.~~during ~~Taking~~the ~~into~~90-day ~~consideration~~period ~~the~~preceding ~~arbitration panel~~EAR’s ~~ruling~~bankruptcy ~~and~~filing, aalleging ~~subsequent~~that those ~~denial~~payments ofconstituted ~~our~~a ~~right~~preference tounder ~~appeal~~the ~~such~~U.S. ~~ruling~~Bankruptcy Code. Additionally, the wecomplaint ~~recorded~~sought anthe ~~aggregate~~imposition ~~accrued~~of a constructive trust over certain real ~~obligation~~property onand the ~~seller’s~~proceeds ~~credits~~from ofthe ~~$5,350,503.~~sale Asthat ofthe ~~December~~ICON ~~31,~~EAR ~~2014,~~entities wereceived as ~~had~~security ain ~~net~~connection with their investment. inOur ~~notes~~Manager ~~receivable~~filed ~~related~~an answer to ~~ZIM~~the complaint ~~totaling~~that $5included certain affirmative defenses. Since that time,~~350,503,~~ ~~which~~substantial discovery was ~~accounted~~completed. ~~for~~Given onthe arisks, ~~non-accrual~~costs ~~basis~~and uncertainty surrounding litigation in bankruptcy, ~~and~~our anManager ~~accrued~~engaged ~~obligation~~in ~~on the~~mediation ~~seller’s~~with ~~credits~~the trustee to ~~ZIM~~resolve this matter, which resulted in ~~the~~a ~~same~~tentative ~~amount~~settlement in May 2016 subject to bankruptcy court approval. On ~~January~~July 195, ~~2015~~2016, wethe U.S. Bankruptcy ~~entered~~Court ~~into~~approved athe ~~letter~~settlement. ofThe ~~mutual~~settlement ~~release~~released ~~with~~all ~~ZIM~~claims toagainst ~~release~~the ICON EAR entities, Fund Twelve and ~~discharge~~us ~~ZIM’s obligation~~for onan ~~our~~aggregate ~~notes~~settlement ~~receivable~~payment asof $3,100,000. ~~well~~As asa result, we recorded our ~~accrued~~proportionate ~~obligation~~share onof the ~~seller’s~~litigation ~~credits~~settlement inexpense of $1,891,000 during the ~~same~~three ~~amount~~months ended March 31, 2016. The settlement amount was paid on July 15, 2016.

~~During~~On ~~2008,~~January ~~ICON~~4, ~~EAR~~2012, ~~LLC~~MW ~~(“ICON EAR”)~~Universal, ~~a joint venture owned 45% by us and 55% by Fund Twelve, purchased and simultaneously leased semiconductor manufacturing equipment to Equipment Acquisition Resources,~~ Inc. (“~~EAR~~MWU”) ~~for~~and ~~$15,729,500.~~certain ~~In addition,~~of ~~our~~its ~~wholly~~subsidiaries ~~owned subsidiary, ICON EAR II, LLC (“ICON EAR II”), purchased and simultaneously leased~~satisfied ~~semiconductor~~their ~~manufacturing~~obligations ~~equipment~~relating to ~~EAR~~two ~~for a purchase price~~ of ~~$6,347,500. On October 23, 2009, EAR filed a petition for reorganization under Chapter 11 of~~ the ~~U.S.~~three ~~Bankruptcy~~lease ~~Code~~schedules. On ~~October~~August 2120, ~~2011, the Chapter 11 bankruptcy~~ ~~trustee for EAR filed an adversary complaint against ICON EAR and ICON EAR II (collectively~~2012, ~~the~~we ~~“ICON~~sold ~~EAR entities”) seeking~~ the ~~recovery~~automotive ofmanufacturing ~~the~~equipment ~~lease payments~~subject ~~that the trustee alleged were fraudulently transferred from EAR~~ to ~~the ICON~~lease ~~EAR~~with ~~entities. The complaint also sought the recovery of payments made by~~LC ~~EAR~~Manufacturing, ~~to the ICON EAR entities during the 90-day period preceding EAR’s bankruptcy filing~~LLC, ~~alleging that those payments constituted~~ a ~~preference~~wholly-owned ~~under the~~subsidiary ~~U.S. Bankruptcy Code. Additionally, the complaint sought the imposition~~ of a ~~constructive~~MWU ~~trust~~(“LC over certain real property and the proceeds from the sale that the ICON EAR entities received as security in connection with their investment. Our Manager filed an answer to the complaint that included certain affirmative defenses. Since that timeManufacturing”), ~~substantial discovery was completed. Given the risks, costs~~ and ~~uncertainty surrounding litigation in bankruptcy, our~~ ~~Manager~~terminated ~~engaged~~warrants inissued ~~mediation with the trustee~~ to resolve this matter, which resulted in a tentative settlement in May 2016 subject to the execution of definitive documentation and bankruptcy court approval. The contemplated settlement will release all claims against the ICON EAR entities, Fund Twelve and us for ~~an estimated~~ aggregate ~~settlement~~proceeds ~~payment~~ of ~~$3,100,000. As a result, we recorded our proportionate share of the estimated litigation settlement expense of $1,891,000 during the three months ended March 31, 2016.~~

On January 4, 2012, MW Universal, Inc. (“MWU”) and certain of its subsidiaries satisfied their obligations relating to two of the three lease schedules. On August 20, 2012, we sold the automotive manufacturing equipment subject to lease with LC Manufacturing, LLC, a wholly-owned subsidiary of MWU (“LC Manufacturing”), and terminated warrants issued to us for aggregate proceeds of approximately $8,300,000. As a result, based on our 6.33% ownership interest in ICON MW, LLC (“ICON MW”), our joint venture with Fund Twelve, we received proceeds in the amount of approximately $525,000 and recognized a loss on the sale of approximately $6,000. In addition, our Manager evaluated the collectability of the personal guaranty of a previous owner of LC Manufacturing and,

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ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

~~March~~June 3130, 2016

(unaudited)

approximately $8,300,000. As a result, based on our 6.33% ownership interest in ICON MW, LLC (“ICON MW”), our joint venture with Fund Twelve, we received proceeds in the amount of approximately $525,000 and recognized a loss on the sale of approximately $6,000. In addition, our Manager evaluated the collectability of the personal guaranty of a previous owner of LC Manufacturing and, based on the findings, ICON MW recorded a credit loss of approximately $5,411,000, of ~~which~~ which our portion was approximately $343,000. In February 2013, ICON MW commenced an action against the guarantor. On October 5, 2015, ICON MW received ~~summary~~ summary judgment against the guarantor on the issue of liability. A hearing to determine damages iswas ~~scheduled~~held ~~for~~in July 2016. The deadline for written closing submissions by the parties is August 29, 2016.

In 2011, Kreif Group (“Kreif”) entered into an agreement with ICON French Equipment I, LLC, our wholly owned subsidiary (“ICON French Equipment”), to acquire certain assets from ICON French Equipment. Subsequently, Kreif breached its purchase obligation to acquire such assets, which resulted in ICON French Equipment filing a legal claim against Kreif. In 2013, a court awarded ICON French Equipment €1,484,956 to be paid over a period of 10 years. Gain on litigation will be recognized to the extent cash is received. To date, we have received one payment of €74,248 (USD $82,298) on April 1, 2015.

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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 our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2015. This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements.”

As used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or similar terms include ICON Leasing Fund Eleven, 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 operated 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 acquired equipment subject to lease, purchased equipment and leased it to third parties, provided equipment and other financing and, to a lesser degree, acquired ownership rights to items of leased equipment at lease expiration. Some of our equipment leases were acquired for cash and were expected to provide current cash flow, which we refer to as “income” leases. For our other equipment leases, we financed the majority of the purchase price through borrowings from third parties. We refer to these leases as “growth” leases. These growth leases generated little or no current cash flow because substantially all of the rental payments received from the lessee were used to service the indebtedness associated with acquiring or financing the lease. For these leases, we anticipated that the future value of the leased equipment would exceed our 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 operating period ended on April 30, 2014 after having been extended for two years. On May 1, 2014, we commenced our liquidation period~~, which has continued for more than one year~~. During our liquidation period, we have sold and will continue to sell our assets and/or let our investments mature in the ordinary course of business. Our liquidation period will continue if the sale of our remaining assets is not in the best interests of our members ~~due~~taking into toaccount, among other things, current market conditions.

Recent Significant ~~Transactions~~Transaction

WeNotes ~~did not engage in any significant transactions since December 31, 2015.~~Receivable

~~Recently~~In ~~Adopted~~connection ~~Accounting~~with our investment in ~~Pronouncements~~joint venture related to JAC, in January 2016, our Manager engaged in further discussions with JAC’s other subordinated lenders and the Receiver regarding a near term plan for JAC’s manufacturing facility. Based upon such discussions, our Manager anticipated that a one-year tolling arrangement with JAC’s suppliers would be implemented to allow JAC’s facility to recommence operations. In July 2016, the tolling arrangement was finally implemented and the manufacturing facility resumed operations. Although our Manager believes that the marketability of JAC’s facility should improve now that it has recommenced operations, our Manager does not anticipate that JAC will make any payments to the joint venture while operating under the tolling arrangement. As part of the tolling arrangement and the receivership process, JAC incurred additional senior debt, that could be up to $55,000,000, to fund its operations as well as any receivership-related costs. As a result, our Manager determined that the joint venture’s ultimate collectability of the facility was further in doubt. As of June 30, 2016, our Manager updated its quarterly assessment by considering (i) a comparable enterprise value derived from EBITDA multiples; (ii) the average trading price of unsecured distressed debt in comparable industries and (iii) the additional senior debt incurred by JAC, which has priority over the joint venture’s facility. Based upon this reassessment, our Manager determined that the joint venture should fully reserve the outstanding balance of the facility due from JAC as of June 30, 2016. As a result, the joint venture recorded an additional credit loss of

In January 2015, FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which we adopted on January 1, 2016. The adoption of ASU 2015-01 did not have an effect on our consolidated financial statements as of and for the three months ended March 31, 2016.

In February 2015, FASB issued ASU 2015-02, Consolidation – Amendments to the Consolidation Analysis, which we adopted on January 1, 2016. The adoption of ASU 2015-02 did not have an effect on our consolidated financial statements as of and for the three months ended March 31, 2016.

Other Recent Accounting Pronouncements

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, which defers implementation of ASU 2014-09 by one

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~~year.~~$5,365,776 for ~~ASU~~the ~~2014-09~~three ~~will~~months ~~become~~ended ~~effective~~June 30, 2016, of which our share was $2,092,652. The joint venture did not recognize finance income for usthe onthree ~~January~~and 1six months ended June 30, ~~2018~~2016. WeFor ~~are~~the ~~currently~~three inand ~~the~~six ~~process~~months ofended ~~evaluating~~June 30, 2015, the ~~impact~~joint venture recognized finance income of $0 and $1,152,580, respectively, prior to the ~~adoption~~facility being considered impaired. As of ~~ASU~~June ~~2014-09~~30, on2016 and December 31, 2015, the total net investment in notes receivable held by the joint venture was $0 and $5,365,776, respectively, and our ~~consolidated~~total ~~financial~~investment ~~statements~~in the joint venture was $0 and $2,098,529, respectively.

Recently Adopted Accounting Pronouncements

In January 2015, FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which we adopted on January 1, 2016. The adoption of ASU 2015-01 did not have an effect on our consolidated financial statements.

In February 2015, FASB issued ASU 2015-02, Consolidation – Amendments to the Consolidation Analysis, which we adopted on January 1, 2016. The adoption of ASU 2015-02 did not have an effect on our consolidated financial statements.

Other Recent Accounting Pronouncements

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, which defers implementation of ASU 2014-09 by one year. ASU 2014-09 will become effective for us on January 1, 2018. 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 2014-15, Presentation 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 our fiscal year ending after December 31, 2016. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial statements.

In November 2015, FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which will become effective for us on January 1, 2017. The adoption of ASU 2015-17 is not expected to have a material effect on our consolidated financial statements.

In January 2016, FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which will become effective for us on January 1, 2018. We are currently in the process of evaluating the impact of the adoption of ASU 2016-01 on our consolidated financial statements.

In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which will become effective for us on January 1, 2020. We are currently in the process of evaluating the impact of the adoption of ASU 2016-13 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 ~~March~~June 3130, 2016 (the “2016 Quarter”) ~~and~~ and 2015 (the “2015 Quarter”)

The following 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.

Financing Transactions

During the 2016 Quarter and the 2015 Quarter, we did not recognize any finance income.

Non-performing Assets within Financing Transaction

As of December 31, 2014, we had a net investment in notes receivable related to ZIM totaling $5,350,503, which was accounted for on a non-accrual basis, and an accrued obligation on the seller’s credits to ZIM in the same amount. On January 19, 2015, we entered into a letter of mutual release with ZIM to release and discharge ZIM’s obligation on our notes receivable as well as our accrued obligation on the seller’s credits in the same amount (see “Commitments and Contingencies and Off-Balance Sheet Transactions” below). For the 2015 Quarter, no finance income was recognized as a result of the notes receivable being accounted for on a non-accrual basis.

Operating Lease Transaction

As of ~~March~~June 3130, 2016 and December 31, 2015, we did not own any equipment subject to operating leases in our portfolio. During the 2016 Quarter, we did not recognize any rental income. During the 2015 Quarter, one customer generated all of our rental income as follows:

		Percentage of Total Rental Income
Customer	Asset Type	2016 Quarter		2015 Quarter
Murray Energy Corporation	Mining equipment		-		100%

Revenue and other income for the 2016 Quarter and the 2015 Quarter is summarized as follows:

	Three Months Ended March 31,
	2016		2015		Change
Rental income	$	-	$	1,907,669	$	(1,907,669)
Income from investment in joint ventures		-		477,926		(477,926)
Total revenue and other income	$	-	$	2,385,595	$	(2,385,595)

Total revenue and other income for the 2016 Quarter decreased $2,385,595, or 100.0%, as compared to the 2015 Quarter. The decrease in rental income was a result of the expiration of our lease with Murray Energy Corporation and certain of its affiliates

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(collectively, “Murray”) subsequent to the 2015 Quarter. The decrease in income from investment in joint ventures was a result of no income being recognized during the 2016 Quarter on the note receivable held by our joint venture related to JAC after being considered impaired during the second quarter of 2015.

		Percentage of Total Rental Income
Customer	Asset Type	2016 Quarter		2015 Quarter
Murray Energy Corporation	Mining equipment		-		100%

Revenue and other income (loss) for the 2016 Quarter and the 2015 Quarter is summarized as follows:

	Three Months Ended June 30,
	2016		2015		Change
Rental income	$	-	$	1,908,281	$	(1,908,281)
Loss from investment in joint ventures		(2,105,898)		(6,421,563)		4,315,665
Gain on litigation		-		82,298		(82,298)
Total revenue and other income (loss)	$	(2,105,898)	$	(4,430,984)	$	2,325,086

Total revenue and other income (loss) changed by $2,325,086, or 52.5%, from a loss of $4,430,984 in the 2015 Quarter to a loss of $2,105,898 in the 2016 Quarter. The change was primarily due to a lower credit loss recorded during the 2016 Quarter as compared to the 2015 Quarter by our joint venture related to JAC (see “Recent Significant Transaction” above) and a decrease in rental income as a result of the expiration of our lease with Murray Energy Corporation and certain of its affiliates (collectively, “Murray”) subsequent to the 2015 Quarter.

Expenses for the 2016 Quarter and the 2015 Quarter are summarized as follows:

	Three Months Ended March 31,
	Three Months Ended June 30,
	2016		2015		Change
General and administrative	$	~~438~~384,~~063~~720	$	~~687~~319,~~039~~625	$	~~(248~~65,~~976)~~095
Depreciation		-		1,642,369		(1,642,369)
Interest		-		89,~~811~~205		(89,~~811~~205)
Litigation expense		1,891,000		-		1,891,000
Total expenses	$	384,720	$	1,971,199	$	(1,586,479)
Total expenses	$	2,329,063	$	2,338,219	$	(9,156)

Total expenses for the 2016 Quarter decreased $91,~~156~~586,479, or 080.45%, as compared to the 2015 Quarter. ~~The~~ The decrease was primarily due to ~~decreases~~a decrease in ~~(i)~~ depreciation expense as a result of the sale of equipment ~~previously~~ previously on lease to Murray in October 2015 and (ii) general and administrative expenses primarily due to no withholding taxes recorded in the 2016 Quarter related to Murray and favorable movements in foreign currency exchange rates related to our Canadian subsidiary. ~~The decrease was offset by the recording of our share of an estimated settlement payment related to the ICON EAR entities during the 2016 Quarter.~~

Net (Loss) Income Attributable to ~~Fund~~Noncontrolling ~~Eleven~~Interests

AsNet a(loss) ~~result~~income ofattributable ~~the~~to ~~foregoing~~noncontrolling ~~factors~~interests decreased $207,478, ~~net~~from ~~(loss)~~a net income ~~attributable~~ toof us$206,473 ~~for~~in the ~~2016~~2015 Quarter ~~and~~to ~~the~~a ~~2015~~ net ~~Quarter~~loss ~~was~~of $(21,~~336,545)~~005 ~~and~~in ~~$109,864,~~the ~~respectively~~2016 Quarter. ~~Net~~The ~~(loss)~~decrease ~~income attributable~~was toprimarily usa ~~per~~result ~~weighted average additional share~~ of ~~limited liability~~the ~~company~~expiration ~~interests~~of ~~(“Share”)~~our ~~outstanding~~lease ~~for~~with ~~the~~Murray ~~2016~~subsequent ~~Quarter~~to ~~and~~ the 2015 ~~Quarter~~ ~~was $(6~~Quarter.~~38) and $0.30, respectively.~~

Net Loss Attributable to Fund Eleven

As a result of the foregoing factors, net loss attributable to us for the 2016 Quarter and the 2015 Quarter was $2,489,613 and $6,608,656, respectively. Net loss attributable to us per weighted average additional share of limited liability company interests (“Share”) outstanding for the 2016 Quarter and the 2015 Quarter was $6.80 and $18.04, respectively.

Results of Operations for the Six Months Ended June 30, 2016 (the “2016 Period”) and 2015 (the “2015 Period”)

The following 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.

Financing Transactions

During the 2016 Period and the 2015 Period, we did not recognize any finance income.

Non-performing Assets within Financing Transaction

As of December 31, 2014, we had a net investment in notes receivable related to ZIM Integrated Shipping Services Ltd. (“ZIM”) totaling $5,350,503, which was accounted for on a non-accrual basis, and an accrued obligation on the seller’s credits to ZIM in the same amount. On January 19, 2015, we entered into a letter of mutual release with ZIM to release and discharge ZIM’s obligation on

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our notes receivable as well as our accrued obligation on the seller’s credits in the same amount (see “Commitments and Contingencies and Off-Balance Sheet Transactions” below). For the 2015 Period, no finance income was recognized as a result of the notes receivable being accounted for on a non-accrual basis.

Operating Lease Transaction

During the 2016 Period, we did not recognize any rental income. During the 2015 Period, one customer generated all of our rental income as follows:

		Percentage of Total Rental Income
Customer	Asset Type	2016 Period		2015 Period
Murray Energy Corporation	Mining equipment		-		100%

Revenue and other income (loss) for the 2016 Period and the 2015 Period is summarized as follows:

	Six Months Ended June 30,
	2016		2015		Change
Rental income	$	-	$	3,815,950	$	(3,815,950)
Loss from investment in joint ventures		(2,105,898)		(5,943,637)		3,837,739
Gain on litigation		-		82,298		(82,298)
Total revenue and other income (loss)	$	(2,105,898)	$	(2,045,389)	$	(60,509)

Total revenue and other income (loss) changed by $60,509, or 3.0%, from a loss of $2,045,389 in the 2015 Period to a loss of $2,105,898 in the 2016 Period. The change was primarily due to a lower credit loss recorded during the 2016 Period as compared to the 2015 Period by our joint venture related to JAC (see “Recent Significant Transaction” above) and a decrease in rental income as a result of the expiration of our lease with Murray subsequent to the 2015 Period.

Expenses for the 2016 Period and the 2015 Period are summarized as follows:

	Six Months Ended June 30,
	2016		2015		Change
General and administrative	$	822,783	$	1,006,664	$	(183,881)
Depreciation		-		3,284,738		(3,284,738)
Litigation expense		1,891,000		-		1,891,000
Interest		-		18,016		(18,016)
Total expenses	$	2,713,783	$	4,309,418	$	(1,595,635)

Total expenses for the 2016 Period decreased $1,595,635, or 37.0%, as compared to the 2015 Period. The decrease was primarily due to decreases in (i) depreciation expense as a result of the sale of equipment previously on lease to Murray in October 2015 and (ii) general and administrative expenses primarily due to lower legal costs incurred and no withholding taxes related to Murray recorded during the 2016 Period. These decreases were partially offset by the recording of our share of the litigation settlement payment related to the ICON EAR entities during the 2016 Period.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests decreased $137,508, from $143,985 in the 2015 Period to $6,477 in the 2016 Period. The decrease was primarily a result of the expiration of our lease with Murray subsequent to the 2015 Period.

Net Loss Attributable to Fund Eleven

As a result of the foregoing factors, net loss attributable to us for the 2016 Period and the 2015 Period was $4,826,158 and $6,498,792, respectively. Net loss attributable to us per weighted average additional Share outstanding for the 2016 Period and the 2015 Period was $13.17 and $17.74, respectively.

Financial Condition

This section discusses the major balance sheet variances at ~~March~~June 3130, 2016 compared to December 31, 2015.

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Total Assets

Total assets decreased $~~486~~3,~~880~~123,302, from $5,885,335 at December 31, 2015 to $52,~~398~~762,~~455~~033 at ~~March~~June 3130, 2016. The decrease was primarily the result of awriting ~~decrease~~down inour ~~other~~investment ~~current~~in ~~assets~~joint ~~due~~venture related to ~~the~~JAC ~~receipt~~to ofzero as a ~~withholding~~result ~~tax~~of ~~refund~~the credit loss recorded by the joint venture, and the use of cash to pay certain liabilities and operating expenses during the 2016 ~~Quarter~~ Period.

Current Assets

Current assets decreased $~~486~~1,~~880~~024,773, from $3,786,806 at December 31, 2015 to $32,~~299~~762,~~926~~033 at ~~March~~June 3130, 2016. The decrease was primarily the result of a decrease in other current assets due to the receipt of a withholding tax refund and the use of cash to pay certain liabilities and operating expenses during the 2016 ~~Quarter~~Period.

Total Liabilities

Total liabilities increased $1,~~856~~710,~~373~~569, from $581,126 at December 31, 2015 to $2,~~437~~291,~~499~~695 at ~~March~~June 3130, 2016. The increase was primarily the result of an accrual of our share of anthe ~~estimated~~litigation settlement payment related to the ICON EAR entities during the 2016 ~~Quarter~~Period.

Equity

Equity decreased $24,~~343~~833,~~253~~871, from $5,304,209 at December 31, 2015 to $2470,~~960,956~~338 at ~~March~~June 3130, 2016. The decrease ~~was~~ was primarily due to our net loss during the 2016 ~~Quarter~~Period.

Liquidity and Capital Resources

Summary

At ~~March~~June 3130, 2016 and December 31, 2015, we had cash and cash equivalents of $32,~~140~~602,~~267~~374 and $3,459,766, respectively. During the ~~three~~six months ended ~~March~~June 3130, 2016, our main use of cash was to to pay certain liabilities and operating expenses. During our remaining liquidation period, we expect our main source of cash will be from distributions from our joint venture, if any, and our main use of cash will be to pay operating expenses. ~~and~~Our ~~distributions~~liquidity will vary in the future, increasing to the extent proceeds from the sale of our ~~members~~remaining investment exceed expenses and ~~noncontrolling~~decreasing as we pay distributions and to the extent that expenses exceed ~~interests.~~cash ~~Our~~flows ~~liquidity~~from ~~will~~operations ~~vary~~and inproceeds from the sale of our remaining investment.

12We anticipate being able to meet our liquidity requirements into the foreseeable future using cash on hand as of June 30, 2016. Our ability to generate cash in the future is subject to general economic, financial, competitive, regulatory and other factors that affect us and our borrowers’ businesses that are beyond our control.

~~Table~~Pursuant to the terms of ~~contents~~ our offering, we established a cash reserve in the amount of 0.5% of the gross offering proceeds. As of June 30, 2016, the cash reserve was $1,825,993. Subsequent to June 30, 2016, we used the cash reserve to pay certain of our operating expenses.

~~future~~As we previously indicated to our members, we ~~increasing~~experienced toliquidity ~~the~~pressures ~~extent~~in ~~proceeds~~our ~~from~~portfolio after the ~~sale~~U.S. ofeconomy entered into a recession in December 2007, coupled with our ~~remaining~~prior investment strategy ~~exceed~~that, ~~expenses~~among ~~and~~other ~~decreasing~~things, asrelied wesignificantly ~~pay~~on ~~distributions~~third ~~and~~parties to originate investments, used a substantial amount of long-term debt to make investments, and was highly dependent on the ~~extent~~residual ~~that~~value of equipment to achieve ~~expenses~~investment ~~exceed~~returns. ~~cash~~As ~~flows~~a result, we reduced our distribution rate from ~~operations~~9.1% per year to 4.0% per year effective January 1, 2011 through April 2012. We extended our operating period two years and ~~proceeds~~did ~~from~~not ~~the~~pay ~~sale~~any ofdistributions during this extended operating period. We commenced our ~~remaining~~liquidation period on May 1, 2014. While we believe that these actions taken by our Manager have improved our financial position, we will be unable to meet our investment objectives.

We anticipate being able to meet our liquidity requirements into the foreseeable future using cash on hand as of March 31, 2016. Our ability to generate cash in the future is subject to general economic, financial, competitive, regulatory and other factors that affect us and our borrowers’ businesses that are beyond our control.

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 March 31, 2016, the cash reserve was $1,825,993.

As we previously indicated to our members, we experienced liquidity pressures in our portfolio after the U.S. economy entered into a recession in December 2007, coupled with our prior investment strategy that, among other things, relied significantly on third parties to originate investments, used a substantial amount of long-term debt to make investments, and was highly dependent on the residual value of equipment to achieve investment returns. As a result, we reduced our distribution rate from 9.1% per year to 4.0% per year effective January 1, 2011 through April 2012. We extended our operating period two years and did not pay any distributions during this extended operating period. We commenced our liquidation period on May 1, 2014, which has continued for more than one year. While we believe that these actions taken by our Manager have improved our financial position, we will be unable to meet our investment objectives.

Cash Flows

Operating Activities

Cash flows from operating activities decreased $13,~~554~~042,~~721~~097, from a source of cash of $12,~~249~~206,~~412~~264 in the 2015 ~~Quarter~~Period to a use of cash of $~~305~~835,~~309 in~~833 in the 2016 ~~Quarter~~Period. This decrease was primarily due to a decrease in rental receipts due to the expiration of an ~~operating~~ operating lease subsequent to the 2015 ~~Quarter~~Period.

Investing Activities

Cash used in investing activities decreased $3,568, from $10,937 in the 2015 Period to $7,369 in the 2016 Period. This decrease was due to the use of less cash to pay expenses on behalf of our joint venture related to JAC during the 2016 Period as compared to the 2015 Period.

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Financing Activities

Cash used in financing activities decreased $~~614~~2,~~968~~254,254, from $~~629~~2,~~158~~268,444 in the 2015 ~~Quarter~~Period to $14,190 in the 2016 ~~Quarter~~Period. This decrease was due to a decrease in in distributions paid to our members and noncontrolling interests during the 2016 ~~Quarter~~ Period as compared to the 2015 ~~Quarter~~Period.

Distributions

We, at our Manager’s discretion, paid monthly distributions to our members and noncontrolling interests starting with the first month after each member’s admission and the commencement of our joint venture operations, respectively. During the 2016 ~~Quarter~~Period, we paid distributions to our Manager, additional members and noncontrolling interests of $0, $0 and $14,190, respectively. Distributions paid during our liquidation period will vary, depending on the timing of the sale or the maturity of our remaining investment.

Commitments and Contingencies and Off-Balance Sheet Transactions

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~~may or may not have a material adverse effect on our consolidated financial condition or or results of operations taken as a whole.

During ~~2011~~2008, weICON ~~received notices~~EAR ~~from~~purchased ~~ZIM~~and ~~claiming~~simultaneously itleased semiconductor ~~was~~manufacturing ~~allegedly~~equipment ~~owed~~to ~~various~~EAR ~~amounts~~ for ~~unpaid seller’s~~$15,729,500. ~~credits~~In ~~related~~addition, toICON EAR ~~four~~II ~~container~~purchased ~~vessels.~~and ~~Our~~simultaneously ~~Manager~~leased ~~believed~~semiconductor ~~any~~manufacturing ~~obligation~~equipment to ~~repay~~EAR ~~the~~for ~~seller’s~~a ~~credits~~purchase ~~was~~price ~~extinguished~~of ~~when~~$6,347,500. On ~~ZIM~~October ~~defaulted~~23, on2009, EAR ~~its~~filed ~~obligations~~a ~~under~~petition ~~the~~for ~~bareboat~~reorganization ~~charters~~under ~~associated~~Chapter ~~with~~11 of the ~~vessels~~U.S. ~~Our~~Bankruptcy ~~Manager~~Code. ~~agreed~~On toOctober a21, ~~three~~2011, ~~party~~the ~~arbitration~~Chapter ~~panel~~11 tobankruptcy ~~hear~~trustee ~~such~~for ~~claims~~EAR ~~and~~filed inan ~~2014,~~adversary complaint against the ~~arbitration~~ICON ~~panel~~EAR ~~ruled~~entities seeking the recovery of the lease payments that the ~~seller’s~~trustee ~~credits~~alleged were ~~forfeited~~fraudulently bytransferred from EAR ~~virtue~~to the ICON EAR entities. The complaint also sought the recovery of ~~ZIM~~payments made by EAR to the ICON EAR entities during the 90-day period preceding EAR’s bankruptcy ~~default~~filing, ~~but~~alleging that ~~such~~those ~~forfeiture~~payments ~~was~~constituted ~~not~~a ~~proved~~preference tounder the beU.S. ~~an accurate~~Bankruptcy ~~representation~~Code. Additionally, the complaint sought the imposition of a ~~genuine~~constructive ~~loss~~trust ~~suffered~~over ~~from~~certain ~~such~~real ~~default~~property and ~~thus,~~the proceeds from the sale ~~could~~that ~~not~~the beICON ~~enforced~~EAR ~~under~~entities ~~English~~received ~~law~~as security in connection with their investment. ~~Taking~~Our ~~into~~Manager ~~consideration~~filed an answer to the ~~arbitration~~complaint that included certain ~~panel’s~~affirmative ~~ruling~~defenses. Since that time, substantial discovery was completed. Given the risks, costs and auncertainty ~~subsequent~~surrounding ~~denial~~litigation ofin bankruptcy, our Manager ~~right~~engaged in mediation with the trustee to ~~appeal~~resolve ~~such~~this ~~ruling~~matter, wewhich ~~recorded~~resulted anin ~~aggregate~~a ~~accrued~~tentative ~~obligation~~settlement onin ~~the~~May ~~seller’s~~2016 ~~credits~~subject ofto $bankruptcy court approval. On July 5,~~350~~ 2016,~~503~~ the U. AsS. ofBankruptcy ~~December~~Court ~~31,~~approved ~~2014,~~the wesettlement. The ~~had~~settlement areleased ~~net~~all ~~investment~~claims inagainst ~~notes~~the ~~receivable~~ICON ~~related~~EAR toentities, Fund Twelve ~~ZIM~~and ~~totaling~~us for an aggregate settlement payment of $53,~~350~~100,~~503~~000. As a result, ~~which~~we recorded ~~was~~our ~~accounted~~proportionate ~~for~~share onof athe ~~non-accrual~~litigation ~~basis,~~settlement ~~and~~expense anof $1,891,000 ~~accrued~~during ~~obligation~~the three months ended March 31, 2016. The settlement amount was paid on July ~~the~~15, 2016.

13On January 4, 2012, MWU and certain of its subsidiaries satisfied their obligations relating to two of the three lease schedules. On August 20, 2012, we sold the automotive manufacturing equipment subject to lease with LC Manufacturing and terminated warrants issued to us for aggregate proceeds of approximately $8,300,000. As a result, based on our 6.33% ownership interest in ICON MW, we received proceeds in the amount of approximately $525,000 and recognized a loss on the sale of approximately $6,000. In addition, our Manager evaluated the collectability of the personal guaranty of a previous owner of LC Manufacturing and, based on the findings, ICON MW recorded a credit loss of approximately $5,411,000, of which our portion was approximately $343,000. In February 2013, ICON MW commenced an action against the guarantor. On October 5, 2015, ICON MW received summary judgment against the guarantor on the issue of liability. A hearing to determine damages was held in July 2016. The deadline for written closing submissions by the parties is August 29, 2016.

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seller’s credits to ZIM in the same amount. On January 19, 2015, we entered into a letter of mutual release with ZIM to release and discharge ZIM’s obligation on our notes receivable as well as our accrued obligation on the seller’s credits in the same amount.

During 2008, ICON EAR purchased and simultaneously leased semiconductor manufacturing equipment to EAR for $15,729,500. In addition, ICON EAR II purchased and simultaneously leased semiconductor manufacturing equipment to EAR for a purchase price of $6,347,500. 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 the ICON EAR entities seeking the recovery of the lease payments that the trustee alleged were fraudulently transferred from EAR to the ICON EAR entities. The complaint also sought the recovery of payments made by EAR to the ICON EAR entities 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 the ICON EAR entities received as security in connection with their investment. Our Manager filed an answer to the complaint that included certain affirmative defenses. Since that time, substantial discovery was completed. Given the risks, costs and uncertainty surrounding litigation in bankruptcy, our Manager engaged in mediation with the trustee to resolve this matter, which resulted in a tentative settlement in May 2016 subject to the execution of definitive documentation and bankruptcy court approval. The contemplated settlement will release all claims against the ICON EAR entities, Fund Twelve and us for an estimated aggregate settlement payment of $3,100,000. As a result, we recorded our proportionate share of the estimated litigation settlement expense of $1,891,000 during the three months ended March 31, 2016.

On January 4, 2012, MWU and certain of its subsidiaries satisfied their obligations relating to two of the three lease schedules. On August 20, 2012, we sold the automotive manufacturing equipment subject to lease with LC Manufacturing and terminated warrants issued to us for aggregate proceeds of approximately $8,300,000. As a result, based on our 6.33% ownership interest in ICON MW, we received proceeds in the amount of approximately $525,000 and recognized a loss on the sale of approximately $6,000. In addition, our Manager evaluated the collectability of the personal guaranty of a previous owner of LC Manufacturing and, based on the findings, ICON MW recorded a credit loss of approximately $5,411,000, of which our portion was approximately $343,000. In February 2013, ICON MW commenced an action against the guarantor. On October 5, 2015, ICON MW received summary judgment against the guarantor on the issue of liability. A hearing to determine damages is scheduled for July 2016.

In 2011, Kreif entered into an agreement with ICON French Equipment to acquire certain assets from ICON French Equipment. Subsequently, Kreif breached its purchase obligation to acquire such assets, which resulted in ICON French Equipment filing a legal claim against Kreif. In 2013, a court awarded ICON French Equipment €1,484,956 to be paid over a period of 10 years. Gain on litigation will be recognized to the extent cash is received. To date, we have received one payment of €74,248 (USD $82,298) on April 1, 2015.

Off-Balance Sheet Transactions

None.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item.

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 ~~March~~June 3130, 2016, 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 ~~March~~June 3130, 2016 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. See “Commitments and Contingencies and Off-Balance Sheet Transactions” above for a complete discussion of the EAR matter. We are not aware of any ~~other~~ material legal proceedings that are currently pending ~~against~~ against us or against any of our assets.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

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

We did not sell or repurchase any Shares during the three months ended ~~March~~June 3130, 2016.

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 Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on February 15, 2005 (File No. 333-121790)).

4.1	Amended and Restated Limited Liability Company Agreement of Registrant (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on June 29, 2006 (File No. 333-133730)).

4.2	Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Registrant (Incorporated by reference to Exhibit 4.3 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, filed August 23, 2006).

10.1	Commercial Loan Agreement, by and between California Bank & Trust and ICON Leasing Fund Eleven, 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 Eleven, 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 21, 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.

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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 Eleven, LLC

(Registrant)

By: ICON Capital, LLC

(Manager of the Registrant)

~~May~~August 198, 2016

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

Managing Director

(Principal Financial and Accounting Officer)

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Filing Compare · ICON LEASING FUND ELEVEN, LLC