Icon Eci Fund Fifteen 10-Q 2016 Q2 Quarterly report

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	June 30, 2016
or
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from			to
Commission File Number:	000-54604
ICON ECI Fund Fifteen, L.P.
(Exact name of registrant as specified in its charter)
Delaware				27-3525849
(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 o
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 o
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  o (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 o     No ☑
Number of outstanding limited partnership interests of the registrant on August 5, 2016 is 197,385.

ICON ECI Fund Fifteen, L.P.

Table of Contents

	Page
PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements	1
Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Changes in Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements	1 2 3 4 6
Item 2. General Partner’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	31
Item 4. Controls and Procedures	31
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3. Defaults Upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	33
Signatures	34

PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Balance Sheets
				June 30,		December 31,
				2016		2015
				(unaudited)
Assets
	Cash			$	41,769,343	$	18,067,904
	Net investment in notes receivable				26,590,921		30,013,756
	Leased equipment at cost (less accumulated depreciation of
		$39,513,939 and $40,253,258, respectively)			164,964,324		183,584,053
	Net investment in finance leases				19,327,507		59,683,406
	Investment in joint ventures				4,521,153		13,209,019
	Other assets				4,974,329		7,332,096
Total assets				$	262,147,577	$	311,890,234
Liabilities and Equity
Liabilities:
	Non-recourse long-term debt			$	118,049,009	$	148,023,063
	Derivative financial instruments				806,252		-
	Due to General Partner and affiliates, net				2,934,346		5,682,643
	Seller's credits				14,073,160		13,437,087
	Deferred tax liabilities, net				260,512		-
	Accrued expenses and other liabilities				1,808,076		3,047,361
		Total liabilities			137,931,355		170,190,154
Commitments and contingencies (Note 13)
Equity:
	Partners' equity:
		Limited partners			117,431,265		123,445,636
		General Partner			(581,003)		(520,252)
			Total partners' equity		116,850,262		122,925,384
	Noncontrolling interests				7,365,960		18,774,696
			Total equity		124,216,222		141,700,080
Total liabilities and equity				$	262,147,577	$	311,890,234
See accompanying notes to consolidated financial statements.

1

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Operations
(unaudited)
			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2016		2015		2016		2015
Revenue and other income:
	Finance income		$	1,552,870	$	2,675,548	$	3,828,801	$	5,941,871
	Rental income			11,739,716		13,195,655		23,969,220		23,996,869
	Loss from investment in joint ventures			(1,928,771)		(6,921,556)		(1,263,873)		(6,265,550)
	Gain on sale of assets, net			-		983,474		-		983,474
	Gain on sale of subsidiaries			1,492,965		-		1,492,965		-
	Gain on sale of investment in joint venture			9,427		-		9,427		-
	Other income (loss)			14,701		265,619		(93,117)		(15,756)
		Total revenue and other income		12,880,908		10,198,740		27,943,423		24,640,908
Expenses:
	Management fees			446,853		279,024		732,775		677,188
	Administrative expense reimbursements			376,532		393,528		707,094		796,415
	General and administrative			550,073		702,934		977,647		1,245,862
	Interest			2,145,734		1,577,520		4,629,056		3,305,632
	Depreciation			8,309,405		8,419,499		16,886,050		16,497,855
	Loss on derivative financial instruments			715,991		-		998,885		-
	Impairment loss			-		-		-		1,180,260
	Credit loss			-		1,129,563		-		1,492,229
		Total expenses		12,544,588		12,502,068		24,931,507		25,195,441
Income (loss) before income taxes				336,320		(2,303,328)		3,011,916		(554,533)
	Income tax expense			260,512		-		260,512		-
Net income (loss)				75,808		(2,303,328)		2,751,404		(554,533)
	Less: net income attributable to noncontrolling interests			418,588		1,647,264		847,620		1,533,838
Net (loss) income attributable to Fund Fifteen			$	(342,780)	$	(3,950,592)	$	1,903,784	$	(2,088,371)
Net (loss) income attributable to Fund Fifteen allocable to:
	Limited partners		$	(339,352)	$	(3,911,086)	$	1,884,746	$	(2,067,487)
	General Partner			(3,428)		(39,506)		19,038		(20,884)
			$	(342,780)	$	(3,950,592)	$	1,903,784	$	(2,088,371)
Weighted average number of limited partnership
	interests outstanding			197,385		197,385		197,385		197,385
Net (loss) income attributable to Fund Fifteen per weighted average
	limited partnership interest outstanding		$	(1.72)	$	(19.81)	$	9.55	$	(10.47)
See accompanying notes to consolidated financial statements.

2

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Equity
		Partners' Equity
		Limited						Total
		Partnership		Limited		General		Partners'		Noncontrolling		Total
		Interests		Partners		Partner		Equity		Interests		Equity
Balance, December 31, 2015		197,385	$	123,445,636	$	(520,252)	$	122,925,384	$	18,774,696	$	141,700,080
	Net income	-		2,224,098		22,466		2,246,564		429,032		2,675,596
	Distributions	-		(3,929,829)		(39,695)		(3,969,524)		(370,578)		(4,340,102)
Balance, March 31, 2016 (unaudited)		197,385		121,739,905		(537,481)		121,202,424		18,833,150		140,035,574
	Net (loss) income	-		(339,352)		(3,428)		(342,780)		418,588		75,808
	Distributions	-		(3,969,288)		(40,094)		(4,009,382)		(11,885,778)		(15,895,160)
Balance, June 30, 2016 (unaudited)		197,385	$	117,431,265	$	(581,003)	$	116,850,262	$	7,365,960	$	124,216,222
See accompanying notes to consolidated financial statements.

3

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
(unaudited)
				Six Months Ended June 30,
				2016		2015
Cash flows from operating activities:
	Net income (loss)			$	2,751,404	$	(554,533)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Finance income			473,250		636,365
		Credit loss			-		1,492,229
		Rental income paid directly to lenders by lessees			-		(1,835,311)
		Rental income recovered from forfeited security deposit			-		(2,638,850)
		Loss from investment in joint ventures			1,263,873		6,265,550
		Depreciation			16,886,050		16,497,855
		Impairment loss			-		1,180,260
		Interest expense on non-recourse financing paid directly to lenders by lessees			-		194,799
		Interest expense from amortization of debt financing costs			424,376		194,087
		Interest expense from amortization of seller's credit			377,623		150,371
		Other financial loss			862,492		30,180
		Deferred income taxes			260,512		-
		Gain on sale of assets, net			-		(983,474)
		Paid-in-kind interest			3,128		17,931
		Gain on sale of subsidiaries			(1,492,965)		-
		Gain on sale of investment in joint venture			(9,427)		-
		Changes in operating assets and liabilities:
			Other assets		2,323,165		1,913,343
			Deferred revenue		983,519		(286,514)
			Due to General Partner and affiliates, net		(2,751,425)		(242,877)
			Distributions from joint ventures		810,427		390,992
			Accrued expenses and other liabilities		(946,379)		(1,945,127)
Net cash provided by operating activities					22,219,623		20,477,276
Cash flows from investing activities:
	Proceeds from sale of leased equipment				-		710,434
	Investment in joint ventures				(7,434)		(40,504)
	Purchase of equipment				(9,875,000)		-
	Principal received on finance leases				28,693,403		2,235,965
	Principal received on notes receivable				3,081,934		3,235,473
	Proceeds from sale of subsidiaries				32,559,221		-
	Proceeds from sale of investment in joint venture				4,502,107		-
	Change in restricted cash				16,566		-
	Distributions received from joint ventures in excess of profits				2,128,320		386,164
Net cash provided by investing activities					61,099,117		6,527,532
Cash flows from financing activities:
	Repayment of non-recourse long-term debt				(37,675,789)		(18,361,344)
	Payment of debt financing costs				(1,706,250)		(381,394)
	Investments by noncontrolling interests				-		7,501
	Distributions to noncontrolling interests				(12,256,356)		(1,038,312)
	Repurchase of limited partnership interests				-		(59,139)
	Distributions to partners				(7,978,906)		(7,953,469)
Net cash used in financing activities					(59,617,301)		(27,786,157)
Net increase (decrease) in cash					23,701,439		(781,349)
Cash, beginning of period					18,067,904		20,340,317
Cash, end of period				$	41,769,343	$	19,558,968
See accompanying notes to consolidated financial statements.

4

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
(unaudited)
		Six Months Ended June 30,
		2016		2015
Supplemental disclosure of cash flow information:
	Cash paid for interest	$	3,967,297	$	1,877,999
Supplemental disclosure of non-cash investing and financing activities:
	Vessel purchased with non-recourse long-term debt paid directly to seller	$	45,500,000	$	-
	Vessel purchased with subordinated non-recourse financing provided by seller	$	6,917,883	$	-
	Proceeds from sale of equipment paid directly to lender in settlement
	of non-recourse long-term debt and interest	$	-	$	4,292,780
	Principal and interest on non-recourse long-term debt
	paid directly to lenders by lessees	$	-	$	1,835,311
See accompanying notes to consolidated financial statements.

5

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

(1)      Organization

ICON ECI Fund Fifteen, L.P. (the “Partnership”) was formed on September 23, 2010 as a Delaware limited partnership. When used in these notes to consolidated financial statements, the terms “we,” “us,” “our” or similar terms refer to the Partnership and its consolidated subsidiaries. Our offering period commenced on June 6, 2011 and ended on June 6, 2013, at which time we entered our operating period.

We are a direct financing fund that primarily makes investments in domestic and international companies, which investments are primarily structured as debt and debt-like financings (such as loans and leases) that are collateralized by business-essential equipment and corporate infrastructure (collectively, “Capital Assets”) utilized by such companies to operate their businesses, as well as other strategic investments in or collateralized by Capital Assets that ICON GP 15, LLC, a Delaware limited liability company and our general partner (the “General Partner”), believes will provide us with a satisfactory, risk-adjusted rate of return.  Our General Partner makes investment decisions on our behalf and manages our 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 (the “SEC”) for Quarterly Reports on Form 10-Q. In the opinion of our General Partner, 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.

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

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

ICON Capital, LLC, a Delaware limited liability company (the “Investment Manager”), monitors the ongoing credit quality of our financing receivables by (i) reviewing and analyzing a borrower’s financial performance on a regular basis, including review of financial statements received on a monthly, quarterly or annual basis as prescribed in the loan or lease agreement, (ii) tracking the relevant credit metrics of each financing receivable and a borrower’s compliance with financial and non-financial covenants, (iii) monitoring a borrower’s payment history and public credit rating, if available, and (iv) assessing our exposure based on the current investment mix. As part of the monitoring process, our Investment Manager may physically inspect the collateral or a borrower’s facility and meet with a borrower’s management to better understand such borrower’s financial performance and its future plans on an as-needed basis. 

As our financing receivables, generally notes receivable and finance leases, are limited in number, our Investment 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. Our Investment Manager does not use a system of assigning internal risk ratings to each of our financing receivables. Rather, each financing receivable is analyzed quarterly and categorized as either performing or non-performing based on certain factors including, but not limited to, financial results, satisfying scheduled payments and compliance with financial covenants. A financing receivable is usually categorized as non-performing only when a borrower experiences financial difficulties and has failed to make scheduled payments. Our Investment Manager then analyzes whether the financing receivable should be placed on a non-accrual status, a credit loss reserve should be established or the financing receivable should be restructured. As part of the assessment, updated collateral value is usually considered and such collateral value can be based on a third party industry expert appraisal or, depending on the type of collateral and accessibility to relevant published guides or market sales data, internally derived fair value. Material events would be specifically disclosed in the discussion of each financing receivable held. 

6

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

Financing receivables are generally placed on a non-accrual status when payments are more than 90 days past due. Additionally, our Investment Manager periodically reviews the creditworthiness of companies with payments outstanding less than 90 days and based upon our Investment Manager’s judgment, these accounts may be placed on 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 on 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 Investment Managerdeems 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, and/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.

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.

In February 2015, FASB issued ASU No. 2015-02, Consolidation – Amendments to the 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 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.

In April 2015, FASB issued ASU No. 2015-03,Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs(“ASU 2015-03”), which requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of such debt liability, consistent with debt discounts. In August 2015, FASB issued ASU No. 2015-15, Interest – Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”), which further specifies the SEC staff’s view on the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We retrospectively adopted ASU 2015-03 as of March 31, 2016.  Consequently, we reclassified $1,678,576 of debt issuance costs from other assets to non-recourse long-term debt on our consolidated balance sheet at December 31, 2015, which resulted in the following adjustments:

	At December 31, 2015
	As Reported		As Adjusted
Other assets	$	9,010,672	$	7,332,096
Non-recourse long-term debt	$	149,701,639	$	148,023,063

In addition, we adopted ASU 2015-15 on January 1, 2016 and continue to present debt issuance costs associated with our revolving line of credit as other assets on our consolidated balance sheets.

Other Recent Accounting Pronouncements

7

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

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.

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 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 February 2016, FASB issued ASU No. 2016-02,Leases(“ASU 2016-02”), which requires lessees to recognize assets and liabilities for leases with lease terms greater than twelve months on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 implements changes to lessor accounting focused on conforming with certain changes made to lessee accounting and the recently released revenue recognition guidance. The adoption of ASU 2016-02 becomes effective for us on January 1, 2019. Early adoption is permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements.

In March 2016, FASB issued ASU No. 2016-05,Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships(“ASU 2016-05”), which clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The adoption of ASU 2016-05 becomes effective for us on January 1, 2017, including interim periods within that reporting period. An entity has the option to apply ASU 2016-05 on either a prospective basis or a modified retrospective basis. Early adoption is permitted. The adoption of ASU 2016-05 is not expected to have a material effect on our consolidated financial statements.

In March 2016, FASB issued ASU No. 2016-07,Investments – Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting(“ASU 2016-07”), which eliminates the retroactive adjustments to an investment upon it qualifying for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence by the investor. ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment qualifies for equity method accounting. The adoption of ASU 2016-07 becomes effective for us on January 1, 2017, including interim periods within that reporting period. Early adoption is permitted. The adoption of ASU 2016-07 is not expected to have a material effect 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

8

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

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)       Net Investment in Notes Receivable

As of June 30, 2016 and December 31, 2015, we had investment in notes receivable on non-accrual status of $5,397,913, which had been fully reserved.  

As of June 30, 2016 and December 31, 2015, our net investment in note receivable related to Ensaimada S.A. (“Ensaimada”) totaled $5,178,776, which was fully reserved as of December 31, 2015. The loan bears interest at 17% per year and matures in November 2016. The loan is secured by a second priority security interest in a dry bulk carrier, its earnings and the equity interests of Ensaimada. All of Ensaimada’s obligations under the loan agreement are guaranteed by both N&P Shipping Co. (“N&P”), the parent company of Ensaimada, and by one of N&P’s shareholders.

As a result of (i) a depressed market for dry bulk carriers that led to Ensaimada’s failure to make quarterly interest payments under the loan, (ii) the termination of discussions regarding a refinancing transaction that would have enabled Ensaimada to prepay the loan, (iii) a lack of additional discussions with Ensaimada regarding a potential restructuring of the loan maturing in November 2016 and (iv) the fact that the current fair market value of the collateral is less than Ensaimada’s senior debt obligations, which have priority over our loan, our Investment Manager determined that the loan was impaired and an aggregate credit loss of $5,397,913 was recorded during the year ended December 31, 2015. As a result, the loan was fully reserved as of December 31, 2015. For the three and six months ended June 30, 2016, we did not recognize any finance income. For the three and six months ended June 30, 2015, we recognized finance (loss) income of $(31,715) and $154,659, respectively, prior to the loan being considered impaired. The finance loss for the three months ended June 30, 2015 represents the amortization of initial direct costs. As of June 30, 2016 and December 31, 2015, our net investment in note receivable related to Ensaimada was $0.

As of June 30, 2016, our net investment in note receivable and accrued interest related to four affiliates of Técnicas Maritimas Avanzadas, S.A. de C.V. (collectively, “TMA”) totaled $3,500,490 and $713,885, respectively, of which an aggregate of $980,325 was over 90 days past due. As of December 31, 2015, our net investment in note receivable and accrued interest related to TMA totaled $3,500,490 and $461,211, respectively, of which an aggregate of $522,913 was over 90 days past due. TMA is in technical default due to its failure to cause all four platform supply vessels to be under contract by March 31, 2015 and in payment default while available cash has been swept by the senior lender and applied to the senior tranche of the facility (the “Senior Loan”) in accordance with the secured term loan credit facility agreement. Interest on our tranche of the facility (the “ICON Loan”) is currently being capitalized. While our note receivable has not been paid in accordance with the secured term loan credit facility agreement, our collateral position has been strengthened as the principal balance of the Senior Loan was paid down at a faster rate. Based on, among other things, TMA’s payment history and collateral value as of June 30, 2016, our Investment Manager continues to believe that all contractual interest and outstanding principal payments under the ICON Loan are collectible. As a result, we continue to account for our net investment in note receivable related to TMA on an accrual basis despite a portion of the outstanding balance being over 90 days past due. In January 2016, the remaining two previously unchartered vessels had commenced employment. As a result, our Investment Manager is currently engaged in discussions with the senior lender and TMA to amend the facility and expects that payments to us will recommence in the near future.

Net investment in notes receivable consisted of the following:

9

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

	June 30,		December 31,
	2016		2015
Principal outstanding (1)	$	31,083,269	$	34,214,368
Initial direct costs		1,167,358		1,519,922
Deferred fees		(261,793)		(322,621)
Credit loss reserve (2)		(5,397,913)		(5,397,913)
Net investment in notes receivable (3)	$	26,590,921	$	30,013,756
(1) As of June 30, 2016 and December 31, 2015, total principal outstanding related to our impaired loan of $5,178,776 was related to Ensaimada.
(2) As of June 30, 2016 and December 31, 2015, the credit loss reserve of $5,397,913 was related to Ensaimada.
(3) As of June 30, 2016 and December 31, 2015, net investment in note receivable related to our impaired loan was $0.

On May 20, 2016, Quattro Plant Limited (“Quattro”) satisfied its obligations in connection with a secured term loan scheduled to mature on August 1, 2016 by making a prepayment of £2,295,000 (US$3,312,139), comprised of all outstanding principal, accrued interest and a collateral fee payable in accordance with the loan agreement.

Credit loss allowance activities for the three months ended June 30, 2016 were as follows:

Credit Loss Allowance
Allowance for credit loss as of March 31, 2016	$	5,397,913
Provisions		-
Write-offs, net of recoveries		-
Allowance for credit loss as of June 30, 2016	$	5,397,913

Credit loss allowance activities for the three months ended June 30, 2015 were as follows:

Credit Loss Allowance
Allowance for credit loss as of March 31, 2015	$	994,652
Provisions		1,129,563
Write-offs, net of recoveries		(1,329,373)
Allowance for credit loss as of June 30, 2015	$	794,842

Credit loss allowance activities for the six months ended June 30, 2016 were as follows:

Credit Loss Allowance
Allowance for credit loss as of December 31, 2015	$	5,397,913
Provisions		-
Write-offs, net of recoveries		-
Allowance for credit loss as of June 30, 2016	$	5,397,913

Credit loss allowance activities for the six months ended June 30, 2015 were as follows:

10

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

Credit Loss Allowance
Allowance for credit loss as of December 31, 2014	$	631,986
Provisions		1,492,229
Write-offs, net of recoveries		(1,329,373)
Allowance for credit loss as of June 30, 2015	$	794,842

(4)       Leased Equipment at Cost

Leased equipment at cost consisted of the following:

	June 30,		December 31,
	2016		2015
Marine vessels	$	-	$	81,651,931
Photolithograph immersion scanner		79,905,122		79,905,122
Geotechnical drilling vessels		124,573,141		62,280,258
Leased equipment at cost		204,478,263		223,837,311
Less: accumulated depreciation		39,513,939		40,253,258
Leased equipment at cost, less accumulated depreciation	$	164,964,324	$	183,584,053

Depreciation expense was $8,309,405 and $8,419,499 for the three months ended June 30, 2016 and 2015, respectively. Depreciation expense was $16,886,050 and $16,497,855 for the six months ended June 30, 2016 and 2015, respectively.

Geotechnical Drilling Vessels

On December 23, 2015, a joint venture owned 75% by us, 15% by ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (“Fund Fourteen”) and 10% by ICON ECI Fund Sixteen (“Fund Sixteen”), each an entity also managed by our Investment Manager, through two indirect subsidiaries, entered into memoranda of agreement to purchase two geotechnical drilling vessels, the Fugro Scout and the Fugro Voyager (collectively, the “Fugro Vessels”), from affiliates of Fugro N.V. (“Fugro”) for an aggregate purchase price of $130,000,000.  The Fugro Scout and the Fugro Voyager were delivered on December 24, 2015 and January 8, 2016, respectively. The Fugro Vessels were bareboat chartered to affiliates of Fugro for a period of 12 years upon the delivery of each respective vessel, although such charters can be terminated by the indirect subsidiaries after year five. On December 24, 2015, the Fugro Scout was acquired for (i) $8,250,000 in cash, (ii) $45,500,000 of financing through a senior secured loan from ABN AMRO Bank N.V. (“ABN AMRO”), Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank”) and NIBC Bank N.V. (“NIBC”) and (iii) an advanced charter hire payment of $11,250,000.As of December 31, 2015, the cash portion of the purchase price for the Fugro Voyager of approximately $10,221,000 was being held by the applicable indirect subsidiary of the joint venture until delivery of the vessel and therefore, such cash was included in our consolidated balance sheet at December 31, 2015. On January 8, 2016, the Fugro Voyager was also acquired for $8,250,000 in cash, $45,500,000 of financing through a senior secured loan from ABN AMRO, Rabobank and NIBC and an advanced charter hire payment of $11,250,000. The advanced charter hire payments were recorded at present value at inception in accordance with U.S. GAAP. The senior secured loans bear interest at the London Interbank Offered Rate (“LIBOR”) plus 2.95% per year, which was fixed at 4.117% after giving effect to the indirect subsidiaries’ interest rate swap agreements, and mature on December 31, 2020.

Photolithograph Immersion Scanner

On March 31, 2016, we were notified by Inotera Memories, Inc. that it will be exercising its option to purchase the photolithograph immersion scanner in or around November 2016.

Marine Vessels

11

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

On June 8, 2016, an unaffiliated third party purchased 100% of the limited liability company interests of ICON Hoegh, LLC (“ICON Hoegh”), a joint venture owned 80% by us and 20% by Fund Fourteen, for net sales proceeds of $21,007,515.  As a result, we recorded a gain on sale of $1,422,241, which is included in gain on sale of subsidiaries on our consolidated statements of operations. Through the acquisition of the interests of ICON Hoegh, the third party purchaser acquired ownership of the Hoegh Copenhagen, a car carrier vessel, which is on lease to Hoegh Autoliners Shipping AS (“Hoegh”), and assumed all outstanding senior debt obligations and the seller’s credit of $37,555,540 and $6,659,432, respectively, associated with such vessel. For the three and six months ended June 30, 2016, pre-tax income of ICON Hoegh was $457,190 and $1,084,897, respectively, of which the pre-tax income attributable to us was $365,752 and $867,917, respectively. For the three and six months ended June 30, 2015, pre-tax income of ICON Hoegh was $594,512 and $1,167,597, respectively, of which the pre-tax income attributable to us was $475,609 and $934,077, respectively.

(5)       Net Investment in Finance Leases

As of June 30, 2016 and December 31, 2015, we had no net investment in finance leases on non-accrual status and no net investment in finance leases that was past due 90 days or more and still accruing.

Net investment in finance leases consisted of the following:

	June 30,		December 31,
	2016		2015
Minimum rents receivable	$	24,846,001	$	73,186,778
Estimated unguaranteed residual values		390,286		2,127,162
Initial direct costs		304,492		1,066,616
Unearned income		(6,213,272)		(16,697,150)
Net investment in finance leases	$	19,327,507	$	59,683,406

On April 5, 2016, two wholly-owned subsidiaries of Ardmore Shipholding Limited (collectively, “Ardmore”), in accordance with the terms of the bareboat charters scheduled to expire on April 3, 2018, exercised their options to purchase two chemical tanker vessels, the Ardmore Capella and the Ardmore Calypso, from two joint ventures, each owned 55% by us and 45% by Fund Fourteen, for an aggregate purchase price of $26,990,000.  In addition, Ardmore paid all break costs and legal fees incurred by us with respect to the sale of the vessels. No significant gain or loss was recorded as a result of these sales. A portion of the proceeds from the sale of the vessels was used to satisfy in full the related outstanding non-recourse long-term debt obligations of $17,942,074.

.

On June 8, 2016, an unaffiliated third party purchased 100% of the limited liability company interests of ICON Challenge III, LLC (“ICON Challenge III”), a joint venture owned 75% by us and 25% by Fund Sixteen, for net sales proceeds of $11,551,806. As a result, we recorded a gain on sale of $70,724, which is included in gain on sale of subsidiaries on our consolidated statements of operations. Through the acquisition of the interests of ICON Challenge III, the third party purchaser acquired ownership of certain stamping presses and miscellaneous support equipment used in the production of certain automobiles that are on lease to Challenge Mfg. Company, LLC and certain of its affiliates (collectively, “Challenge”). For the three and six months ended June 30, 2016, pre-tax income of ICON Challenge III was $253,906 and $598,821, respectively, of which the pre-tax income attributable to us was $190,430 and $449,116, respectively.

(6)     Investment in Joint Ventures

On May 15, 2013, a joint venture owned 40% by us, 39% by ICON Leasing Fund Eleven, LLC (“Fund Eleven”) and 21% by ICON Leasing Fund Twelve, LLC (“Fund Twelve”), each an entity also managed by our Investment 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% 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

12

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

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 $12,296,208.

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 Investment Manager determined that there was doubt regarding the joint venture’s ultimate collectability of the facility and commenced recording credit losses. During the three months ended June 30, 2015, the joint venture recorded a credit loss of $17,342,915, of which our share was $7,161,658. Commencing with the three months ended June 30, 2015 and on a quarterly basis thereafter, our Investment 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 credit loss of $31,637,426 related to JAC based on our Investment Manager’s quarterly collectability analyses, of which our share was $12,879,462. Our Investment Manager also assessed impairment under the equity method of accounting for our investment in the joint venture and concluded that there was no impairment.

In January 2016, our Investment 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 Investment 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 Investment Manager believes that the marketability of JAC’s facility should improve now that it has recommenced operations, our Investment 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 Investment Manager determined that the joint venture’s ultimate collectability of the facility was further in doubt. As of June 30, 2016, our Investment 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 Investment 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 $2,146,310.  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 $2,152,337, respectively.  

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Revenue	$	-	$	-	$	-		$	1,152,580
Net loss	$	(5,399,546)	$	(17,343,365)	$	(5,399,546)		$	(16,200,511)
Our share of net loss	$	(2,159,715)	$	(7,161,837)	$	(2,159,715)		$	(6,721,858)

On January 14, 2016, D&T Holdings, LLC (“D&T”) satisfied its remaining lease obligations by making a prepayment of $8,000,000. In addition, D&T exercised its option to repurchase all assets under the lease for $1, upon which title was

13

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

transferred. As a result of the prepayment, the joint venture owned 27.5% by us recognized finance income of approximately $1,400,000, of which our share was approximately $385,000.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Revenue	$	-	$	380,693	$	1,491,704		$	777,888
Net (loss) income	$	(3,684)	$	364,240	$	1,480,497		$	684,519
Our share of net (loss) income	$	(1,013)	$	100,901	$	407,356		$	189,693

On June 8, 2016, an unaffiliated third party purchased 100% of the limited liability company interests of ICON Challenge, LLC (“ICON Challenge”), a joint venture owned 50% by us, 40% by Fund Fourteen and 10% by Fund Sixteen, for net sales proceeds of $9,004,214.  No significant gain or loss was recorded by us as a result of the sale. For the three and six months ended June 30, 2016, our share of pre-tax income recognized by ICON Challenge was $107,525 and $241,080, respectively.

(7)      Non-Recourse Long-Term Debt

As of June 30, 2016 and December 31, 2015, we had the following non-recourse long-term debt:

Counterparty		June 30, 2016		December 31, 2015		Maturity	Rate
ABN AMRO, Rabobank, NIBC		$	87,208,334	$	45,500,000	2020	4.117%*
DVB Bank America N.V.			-		39,750,000	2020	4.60%
DBS Bank (Taiwan) Ltd.			25,275,852		37,501,639	2016	2.55-6.51%
NIBC Bank N.V.			-		18,200,000	2018	LIBOR + 3.75%
DVB Bank SE			7,500,000		8,750,000	2019	4.997%
			119,984,186		149,701,639
Less: debt issuance costs			1,935,177		1,678,576
	Total non-recourse long-term debt	$	118,049,009	$	148,023,063
*	The interest rate was fixed after giving effect to the interest rate swaps entered into on February 8, 2016 (see below).

All of our non-recourse long-term debt obligations consist of notes payable in which the lender has a security interest in the underlying assets. If the borrower was to default on the underlying lease, resulting in our default on the non-recourse long-term debt, the assets could be foreclosed upon and the proceeds would be remitted to the lender in extinguishment of that debt. As of June 30, 2016 and December 31, 2015, the total carrying value of assets subject to non-recourse long term debt was $181,821,405 and $228,696,073, respectively.

We, through two indirect subsidiaries, partly financed the acquisition of the Fugro Vessels by entering into a non-recourse loan agreement with ABN AMRO, Rabobank and NIBC in the aggregate amount of $91,000,000.  On December 24, 2015, $45,500,000 was drawn down from the loan for the acquisition of the Fugro Scout. On January 8, 2016, the remaining $45,500,000 was drawn down for the acquisition of the Fugro Voyager. The senior secured loans bear interest at LIBOR plus 2.95% per year and mature on December 31, 2020. On February 8, 2016, the indirect subsidiaries entered into interest rate swap agreements to effectively fix the variable interest rate at 4.117%.

On April 5, 2016, simultaneously with our sale of the Ardmore Capella and the Ardmore Calypso, we satisfied in full the related outstanding non-recourse long-term debt obligations to NIBC of $17,942,074.

On June 8, 2016, as part of the sale of 100% of the limited liability company interests of ICON Hoegh, the unaffiliated third party purchaser assumed all outstanding senior debt obligations totaling $37,555,540 to DVB Bank America N.V. associated with the Hoegh Copenhagen.

14

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

At June 30, 2016, we were in compliance with the covenants related to our non-recourse long-term debt.

(8)      Revolving Line of Credit, Recourse

We have an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit through May 30, 2017 of up to $12,500,000 (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 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 0.5% fee on unused commitments under the Facility. At June 30, 2016, there were no obligations outstanding under the Facility and we were in compliance with all covenants related to the Facility.

At June 30, 2016, we had $9,944,726 available under the Facility pursuant to the borrowing base.

(9)    Transactions with Related Parties

We paid distributions to our General Partner of $40,094 and $79,789 for the three and six months ended June 30, 2016, respectively. We paid distributions to our General Partner of $40,204 and $79,534 for the three and six months ended June 30, 2015, respectively. Additionally, our General Partner’s interest in the net (loss) income attributable to us was $(3,428) and $19,038 for the three and six months ended June 30, 2016, respectively. Our General Partner’s interest in the net loss attributable to us was $39,506 and $20,884 for the three and six months ended June 30, 2015, respectively.

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

				Three Months Ended				Six Months Ended
				June 30,				June 30,
Entity		Capacity	Description	2016		2015		2016		2015
ICON Capital, LLC	Investment Manager		Management fees (1)	$	446,853	$	279,024	$	732,775	$	677,188
			Administrative expense
ICON Capital, LLC	Investment Manager		reimbursements (1)		376,532		393,528		707,094		796,415
Fund Fourteen	Noncontrolling interest		Interest expense (1)		102,221		102,558		204,590		203,720
				$	925,606	$	775,110	$	1,644,459	$	1,677,323
(1)  Amount charged directly to operations.

At June 30, 2016, we had a net payable of $2,934,346 due to our General Partner and affiliates that primarily consisted of a note payable of $2,611,276 and accrued interest of $129,410 due to Fund Fourteen related to its noncontrolling interest in a vessel, the Lewek Ambassador, and administrative expense reimbursements of $376,532 due to our Investment Manager. At December 31, 2015, we had a net payable of $5,682,643 due to our General Partner and affiliates that primarily consisted of a note payable of $2,614,691 and accrued interest of $30,396 due to Fund Fourteen related to its noncontrolling interest in the Lewek Ambassador, and administrative expense reimbursements of $519,380 and acquisition fees of $2,437,500 due to our Investment Manager.

During the three months ended June 30, 2016, we sold our interests in certain of our subsidiaries and a joint venture to unaffiliated third parties. In connection with the sales, the third parties required that an affiliate of our Investment Manager provides bookkeeping and administrative services related to such assets for a fee.

(10)       Derivative Financial Instruments

15

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

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. 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), a component of equity on our 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 our 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

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 ourderivatives is in a liability position, we consider 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 June 30, 2016, the termination value would be $864,248.

Non-designated Derivatives

On February 8, 2016, we entered into two interest rate swaps with ABN AMRO that are not designated and not qualifying as cash flow hedges. As of June 30, 2016, the aggregate notional amount of the two interest rate swaps was $87,208,333. These interest rate swaps are not speculative and are used to meet our objectives in using interest rate derivatives to add stability to interest expense and to manage our exposure to interest rate movements. All changes in the fair value of the interest rate swaps not designated as hedges are recorded directly in earnings, which is included in loss on derivative financial instruments on our consolidated statements of operations.

16

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

We had no derivative financial instruments as of December 31, 2015. The table below presents the fair value of our derivative financial instruments as well as their classification within our consolidated balance sheets as of June 30, 2016.

		Liability Derivatives
				June 30, 2016
		Balance Sheet Location	Fair Value
Derivatives not designated
	as hedging instruments:
	Interest rate swaps	Derivative financial instruments	$	806,252

Our derivative financial instruments not designated as hedging instruments generated a loss on derivative financial instruments on our consolidated statements of operations for the three and six months ended June 30, 2016 of $715,991 and $998,885, respectively.

(11)    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.

Financial Liabilities Measured on a Recurring Basis

Financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our Investment 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 liabilities being measured and their placement within the fair value hierarchy.

The following table summarizes the valuation of our financial liabilities measured at fair value on a recurring basis as of June 30, 2016:

		Level 1		Level 2		Level 3		Total
Liabilities:
	Interest rate swaps	$	-	$	806,252	$	-	$	806,252

Our interest rate swaps are valued using models based on readily observable market parameters for all substantial terms of such derivative financial instruments and are classified within Level 2. 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 our consolidated balance sheets.

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ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

Assets and Liabilities for which Fair Value is Disclosed

Certain of our financial assets and liabilities, which includes 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 and liabilities, other than lease-related investments, including the recorded value of our Facility, approximates fair value due to their short-term maturities and/or variable interest rates.

The estimated fair value of our fixed-rate notes receivable was based on the discounted value of future cash flows related to the loans at inception, adjusted for changes in certain variables, including, but not limited to, credit quality, industry, financial markets and other recent comparables. The estimated fair value of our fixed-rate non-recourse long-term debt and seller’s credits was based on the discounted value of future cash flows related to the debt and seller’s credits based on a discount rate derived from the margin at inception, adjusted for material changes in risk, plus the applicable fixed rate based on the current interest rate curve. The fair value of the principal outstanding on our fixed-rate notes receivable was derived using discount rates ranging between 10.20% and 25.00% as of June 30, 2016. The fair value of the principal outstanding on our fixed-rate non-recourse long-term debt and seller’s credits was derived using discount rates ranging between 4.12% and 4.79% as of June 30, 2016.

	June 30, 2016
		Carrying	Fair Value
		Amount	(Level 3)
Principal outstanding on fixed-rate notes receivable	$	25,904,490	$	26,427,656
Principal outstanding on fixed-rate non-recourse long-term debt	$	122,595,462	$	122,625,642
Seller's credits	$	14,073,160	$	14,073,160

(12)         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 for the partnership since the liability for these taxes is the responsibility of each of the individual partners rather than us. However, the Taiwan branch of our direct wholly-owned subsidiary, ICON Taiwan Semiconductor, LLC (the “Inotera Taiwan Branch”), is taxed as a corporation under the laws of Taiwan, Republic of China.  The Inotera Taiwan Branch uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. We record a tax provision for tax liability or benefit generated from the Inotera Taiwan Branch. For the three and six months ended June 30, 2016, the income tax expense of $260,512 was related to deferred income tax expense.  As of June 30, 2016, we recorded net deferred tax liabilities of $260,512, which was comprised of a deferred tax liability of $722,486 related to depreciation and a deferred tax asset of $461,974 related to the net operating losses carryforward. We determined that no valuation allowances in relation to the net operating losses carryforward are required as it is more likely than not that the deferred tax asset will be recognized. The Inotera Taiwan Branch is subject to income tax examination for the 2014 tax year and subsequent tax years by the Taiwan tax authorities. 

We have not identified any material uncertain tax positions as of June 30, 2016.

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ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2016

(unaudited)

(13)   Commitments and Contingencies

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

In connection with certain debt obligations, we are required to maintain restricted cash balances with certain banks. At June 30, 2016, we had restricted cash of$3,733,434, which is presented within other assets in our consolidated balance sheets.

(14)   Subsequent Event

On August 9, 2016, Premier Trailer Leasing, Inc. (“Premier Trailer”) satisfied its obligations in connection with a secured term loan scheduled to mature on September 24, 2020 by making a prepayment of $5,163,889.

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Item 2. General Partner'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 ECI Fund Fifteen, L.P. 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 are a direct financing fund that primarily makes investments in domestic and international companies, which investments are primarily structured as debt and debt-like financings (such as loans and leases) that are collateralized by Capital Assets utilized by such companies to operate their businesses, as well as other strategic investments in or collateralized by Capital Assets that our General Partner believes will provide us with a satisfactory, risk-adjusted rate of return. We were formed as a Delaware limited partnership and have elected to be treated as a partnership for federal income tax purposes. As of July 28, 2011 (the “Initial Closing Date”), we raised a minimum of $1,200,000 from the sale of our limited partnership interests (“Interests”), at which time we commenced operations. From the commencement of our offering on June 6, 2011 through the completion of our offering on June 6, 2013, we sold 197,597 Interests to 4,644 limited partners, representing $196,688,918 of capital contributions. Investors from the Commonwealth of Pennsylvania and the State of Tennessee were not admitted until we raised total equity in the amount of $20,000,000, which we achieved on November 17, 2011. Our operating period commenced on June 7, 2013.

After the net offering proceeds were invested, additional investments have been and will continue to be made with the cash generated from our initial investments to the extent that cash is not used for our expenses, reserves and distributions to our partners. The investment in additional Capital Assets in this manner is called “reinvestment.” We anticipate investing and reinvesting in Capital Assets from time to time during our five year operating period, which may be extended, at our General Partner’s discretion, for up to an additional three years.  After the operating period, we will then sell our assets and/or let our investments mature in the ordinary course of business during a time frame called the “liquidation period.”

Our General Partner manages and controls our business affairs, including, but not limited to, our investments in Capital Assets, under the terms of our limited partnership agreement.  Our Investment Manager, an affiliate of our General Partner, originates and services our investments. 

Recent Significant Transactions

We engaged in the following significant transactions since December 31, 2015:

Geotechnical Drilling Vessels

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·On December 23, 2015, a joint venture owned 75% by us, 15% by Fund Fourteen and 10% by Fund Sixteen, through two indirect subsidiaries, entered into memoranda of agreement to purchase the Fugro Vessels from affiliates of Fugro for an aggregate purchase price of $130,000,000.  The Fugro Vessels were bareboat chartered to affiliates of Fugro for a period of 12 years upon the delivery of each respective vessel, although such charters can be terminated by the indirect subsidiaries after year five. The Fugro Scout was acquired in December 2015. On January 8, 2016, the Fugro Voyager was acquired for $8,250,000 in cash, $45,500,000 of financing through a senior secured loan from ABN AMRO, Rabobank and NIBC and an advanced charter hire payment of $11,250,000. The advanced charter hire payment was recorded at present value at inception in accordance with U.S. GAAP. The senior secured loan matures on December 31, 2020. On February 8, 2016, the two indirect subsidiaries entered into interest rate swap agreements to effectively fix the interest rate of the senior secured loans related to the Fugro Scout and the Fugro Voyager from a variable rate of LIBOR plus 2.95% per year to a fixed rate of 4.117% per year.

Trucks and Trailers

·On January 14, 2016, D&T satisfied its remaining lease obligations by making a prepayment of $8,000,000. In addition, D&T exercised its option to repurchase all assets under the lease for $1, upon which title was transferred. As a result of the prepayment, the joint venture owned 27.5% by us recognized finance income of approximately $1,400,000, of which our share was approximately $385,000.

Marine Vessels

·On April 5, 2016, Ardmore, in accordance with the terms of the bareboat charters scheduled to expire on April 3, 2018, exercised their options to purchase the Ardmore Capella and the Ardmore Calypso from two joint ventures, each owned 55% by us, for an aggregate purchase price of $26,990,000.  In addition, Ardmore paid all break costs and legal fees incurred by us with respect to the sale of the vessels. No significant gain or loss was recorded as a result of these sales. A portion of the proceeds from the sale of the vessels was used to satisfy in full the related outstanding non-recourse long-term debt obligations of $17,942,074.

·On June 8, 2016, an unaffiliated third party purchased 100% of the limited liability company interests of ICON Hoegh, a joint venture owned 80% by us, for net sales proceeds of $21,007,515. As a result, we recorded a gain on sale of $1,422,241, which is included in gain on sale of subsidiaries on our consolidated statements of operations. Through the acquisition of the interests of ICON Hoegh, the third party purchaser acquired ownership of the Hoegh Copenhagen, which is on lease to Hoegh, and assumed all outstanding senior debt obligations and the seller’s credit of $37,555,540 and $6,659,432, respectively, associated with such vessel.

Auto Manufacturing Equipment

·On June 8, 2016, an unaffiliated third party purchased 100% of the limited liability company interests of ICON Challenge, a joint venture owned 50% by us, for net sales proceeds of $9,004,214. No significant gain or loss was recorded by us as a result of the sale.

·On June 8, 2016, an unaffiliated third party purchased 100% of the limited liability company interests of ICON Challenge III, a joint venture owned 75% by us, for net sales proceeds of $11,551,806. As a result, we recorded a gain on sale of $70,724, which is included in gain on sale of subsidiaries on our consolidated statements of operations. Through the acquisition of the interests of ICON Challenge III, the third party purchaser acquired ownership of certain stamping presses and miscellaneous support equipment used in the production of certain automobiles that are on lease to Challenge.

Notes Receivable

·On May 20, 2016, Quattro satisfied its obligations in connection with a secured term loan scheduled to mature on August 1, 2016 by making a prepayment of £2,295,000 (US$3,312,139), comprised of all outstanding principal, accrued interest and a collateral fee payable in accordance with the loan agreement.

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·In connection with our investment in joint venture related to JAC, in January 2016, our Investment 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 Investment 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 Investment Manager believes that the marketability of JAC’s facility should improve now that it has recommenced operations, our Investment 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 Investment Manager determined that the joint venture’s ultimate collectability of the facility was further in doubt. As of June 30, 2016, our Investment 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 Investment 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 $2,146,310. 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 $2,152,337, respectively.

Subsequent Event

On August 9, 2016, Premier Trailer satisfied its obligations in connection with a secured term loan scheduled to mature on September 24, 2020 by making a prepayment of $5,163,889.

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.

In April 2015 and August 2015, FASB issued ASU 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, and ASU 2015-15, Interest – Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-Of-Credit Arrangements, respectively. We retrospectively adopted ASU 2015-03 as of March 31, 2016. Consequently, we reclassified $1,678,576 of debt issuance costs from other assets to non-recourse long-term debt on our consolidated balance sheet at December 31, 2015. In addition, we adopted ASU 2015-15 on January 1, 2016 and continue to present debt issuance costs associated with our revolving line of credit as other assets on our consolidated balance sheets.

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 Contract 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.

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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 February 2016, FASB issued ASU 2016-02, Leases, which will become effective for us on January 1, 2019. We are currently in the process of evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements.

In March 2016, FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which will become effective for us on January 1, 2017. The adoption of ASU 2016-05 is not expected to have a material effect on our consolidated financial statements.

In March 2016, FASB issued ASU 2016-07, Investments – Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting, which will become effective for us on January 1, 2017. The adoption of ASU 2016-07 is not expected to have a material effect 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 June 30, 2016 (the “2016 Quarter”) 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, finance income 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

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

	June 30, 2016			December 31, 2015
		Net	Percentage of		Net	Percentage of
		Carrying	Total Net		Carrying	Total Net
Asset Type		Value	Carrying Value		Value	Carrying Value
Platform supply vessels	$	20,357,571	44%	$	21,018,401	23%
Lubricant manufacturing and blending equipment		9,196,020	20%		9,242,900	10%
Vessel - tanker		7,205,312	16%		7,286,544	8%
Trailers		5,211,975	11%		5,236,929	6%
Auto manufacturing equipment		2,470,426	5%		14,571,386	16%
Marine - asphalt carrier		1,477,124	4%		1,566,213	2%
Marine - product tankers		-	-		27,594,109	31%
Rail support construction equipment		-	-		3,180,680	4%
	$	45,918,428	100%	$	89,697,162	100%

The net carrying value of our financing transactions includes the balance of our net investment in notes receivable and our net investment in finance leases as of each reporting date.

During the 2016 Quarter and the 2015 Quarter, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

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		Percentage of Total Finance Income
Customer	Asset Type	2016 Quarter	2015 Quarter
Gallatin Marine Management, LLC	Platform supply vessel	31%	21%
Challenge Mfg. Company, LLC	Automotive manufacturing equipment	21%	-
Lubricating Specialties Company	Lubricant manufacturing and blending equipment	18%	11%
Ocean Product Tankers AS	Vessel - tanker	14%	8%
Ardmore Shipholding Limited	Marine - product tankers	(6%) *	17%
Varada Ten Pte. Ltd.	Oil field services equipment	-	28%
		78%	85%
* A loss was recorded as a result of Ardmore's exercise of options to purchase the vessels from us, which resulted in a write off of the remaining initial direct costs.

Interest income and prepayment fees 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 operations.

Non-performing Assets within Financing Transactions

As of June 30, 2016 and December 31, 2015, the net carrying value of our impaired loan related to Ensaimada was $0. As result of (i) a depressed market for dry bulk carriers that led to Ensaimada’s failure to make quarterly interest payments under the loan, (ii) the termination of discussions regarding a refinancing transaction that would have enabled Ensaimada to prepay the loan, (iii) a lack of additional discussions with Ensaimada regarding a potential restructuring of the loan maturing in November 2016 and (iv) the fact that the current fair market value of the collateral is less than Ensaimada’s senior debt obligations, which have priority over our loan, our Investment Manager determined that the loan was impaired and an aggregate credit loss of $5,397,913 was recorded during the year ended December 31, 2015. As a result, the loan was fully reserved as of December 31, 2015. We recognized a finance loss of $31,715 related to Ensaimada during the 2015 Quarter prior to the loan being considered impaired during the three months ended September 30, 2015. Accordingly, no finance income was recognized during the 2016 Quarter.

Operating Lease Transactions

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

	June 30, 2016			December 31, 2015
		Net	Percentage of		Net	Percentage of
		Carrying	Total Net		Carrying	Total Net
Asset Type		Value	Carrying Value		Value	Carrying Value
Geotechnical drilling vessels	$	121,293,897	74%	$	62,216,845	34%
Photolithograph immersion scanner		43,670,427	26%		55,112,962	30%
Marine - container vessel		-	-		66,254,246	36%
	$	164,964,324	100%	$	183,584,053	100%

The net carrying value of our operating lease transactions represents the balance of our leased equipment at cost as of each reporting date.

During the 2016 Quarter and the 2015 Quarter, 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	2016 Quarter	2015 Quarter
Inotera Memories, Inc.	Photolithograph immersion scanner	56%	50%
Fugro, N.V.	Geotechnical drilling vessels	28%	-
Hoegh Autoliners Shipping AS	Marine - container vessel	16%	19%
Murray Energy Corporation	Mining equipment	-	11%
Go Frac, LLC	Oil field services equipment	-	20%
		100%	100%

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

		Three Months Ended June 30,
		2016		2015		Change
Finance income		$	1,552,870	$	2,675,548	$	(1,122,678)
Rental income			11,739,716		13,195,655		(1,455,939)
Loss from investment in joint ventures			(1,928,771)		(6,921,556)		4,992,785
Gain on sale of assets, net			-		983,474		(983,474)
Gain on sale of subsidiaries			1,492,965		-		1,492,965
Gain on sale of investment in joint venture			9,427		-		9,427
Other income			14,701		265,619		(250,918)
	Total revenue and other income	$	12,880,908	$	10,198,740	$	2,682,168

Total revenue and other income for the 2016 Quarter increased $2,682,168, or 26.3%, as compared to the 2015 Quarter. The decrease in loss from investment in joint ventures was primarily due to a lower credit loss recorded related to JAC in the 2016 Quarter as compared to the 2015 Quarter.  The gain on sale of subsidiaries recorded during the 2016 Quarter was due to the sale of interests of ICON Hoegh and ICON Challenge III to unaffiliated third parties with no comparable gain recorded during the 2015 Quarter. The decrease in rental income was primarily due to the (i) application of a forfeited security deposit against lease payments owed by Go Frac, LLC (“Go Frac”) during the 2015 Quarter, (ii) sale of equipment previously on lease to Murray Energy Corporation and certain of its affiliates (collectively, “Murray”) in 2015 and (iii) sale of interests of ICON Hoegh on June 8, 2016, partially offset by additional rental income generated from new operating leases with affiliates of Fugro that we entered into subsequent to the 2015 Quarter.  The decrease in finance income was primarily due to the prepayment of a secured term loan by Varada Ten Pte. Ltd. (“Varada”) and the sale of two vessels to Ardmore subsequent to the 2015 Quarter. The gain on sale of assets in the 2015 Quarter was related to the sale of equipment previously on lease to Go Frac with no comparable gain recorded in the 2016 Quarter.

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

		Three Months Ended June 30,
		2016		2015		Change
Management fees		$	446,853	$	279,024	$	167,829
Administrative expense reimbursements			376,532		393,528		(16,996)
General and administrative			550,073		702,934		(152,861)
Interest			2,145,734		1,577,520		568,214
Depreciation			8,309,405		8,419,499		(110,094)
Loss on derivative financial instruments			715,991		-		715,991
Credit loss			-		1,129,563		(1,129,563)
	Total expenses	$	12,544,588	$	12,502,068	$	42,520

Total expenses for the 2016 Quarter increased $42,520, or 0.3%, as compared to the 2015 Quarter. The increase in total expenses was primarily due to increases in (a) loss on derivative financial instruments due to the interest rate swaps that we entered into subsequent to the 2015 Quarter, (b) interest expense due to our additional non-recourse long-term debt incurred for the purpose of acquiring the Fugro Vessels and (c) management fees primarily due to prepayments by Quattro and D&T in 2016. These increases were partially offset by (i) the credit loss recorded during the 2015 Quarter related to VAS Aero Services, LLC (“VAS”) and Ensaimada with no comparable loss recorded during the 2016 Quarter, (ii) a decrease in general and administrative expenses due to lower tax expenses recorded in the 2016 Quarter primarily due to the sale of assets

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previously on lease to Go Frac during the 2015 Quarter, partially offset by the write off of a remarketing fee payable related to Murray during the 2015 Quarter and (iii) a decrease in depreciation due to the sale of equipment previously on lease to Murray and the sale of the Hoegh Copenhagen through the sale of interests of ICON Hoegh to an unaffiliated third party purchaser, partially offset by an increase in depreciation due to the acquisition of the Fugro Vessels subsequent to the 2015 Quarter.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests decreased $1,228,676, from $1,647,264 in the 2015 Quarter to $418,588 in the 2016 Quarter. The decrease was primarily due to no income recognized in the 2016 Quarter from our consolidated joint venture that owned the equipment that was previously on lease to Go Frac. The equipment was sold at an auction during the 2015 Quarter after Go Frac ceased operations. The decrease was partially offset by a gain on sale of interests in ICON Hoegh, also a consolidated joint venture, during the 2016 Quarter.

Net Loss Attributable to Fund Fifteen

As a result of the foregoing factors, net loss attributable to us for the 2016 Quarter and the 2015 Quarter was $342,780 and $3,950,592, respectively. The net loss attributable to us per weighted average Interest outstanding for the 2016 Quarter and the 2015 Quarter was $1.72 and $19.81, respectively.

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

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 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 Period and the 2015 Period, 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	2016 Period	2015 Period
Gallatin Marine Management, LLC	Platform supply vessel	26%	19%
Challenge Mfg. Company, LLC	Automotive manufacturing equipment	20%	-
Lubricating Specialties Company	Lubricating manufacturing and blending equipment	15%	10%
Ocean Product Tankers AS	Vessel - tanker	12%	-
Ardmore Shipholding Limited	Marine - product tankers	10%	16%
Varada Ten Pte. Ltd.	Oil field services equipment	-	29%
		83%	74%

Interest income and prepayment fees 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 operations.

Non-performing Assets within Financing Transactions

As of June 30, 2016 and December 31, 2015, the net carrying value of our impaired loan related to Ensaimada was $0. As result of (i) a depressed market for dry bulk carriers that led to Ensaimada’s failure to make quarterly interest payments under the loan, (ii) the termination of discussions regarding a refinancing transaction that would have enabled Ensaimada to prepay the loan, (iii) a lack of additional discussions with Ensaimada regarding a potential restructuring of the loan maturing in November 2016 and (iv) the fact that the current fair market value of the collateral is less than Ensaimada’s senior debt obligations, which have priority over our loan, our Investment Manager determined that the loan was impaired and an aggregate credit loss of $5,397,913 was recorded during the year ended December 31, 2015. As a result, the loan was fully reserved as of December 31, 2015. We recognized a finance loss of $154,659 related to Ensaimada during the 2015 Period prior to the loan being considered impaired during the three months ended September 30, 2015. Accordingly, no finance income was recognized during the 2016 Period.

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Operating Lease Transactions

During the 2016 Period and the 2015 Period, 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	2016 Period	2015 Period
Inotera Memories, Inc.	Photolithograph immersion scanner	55%	55%
Fugro, N.V.	Geotechnical drilling vessels	27%	-
Hoegh Autoliners Shipping AS	Marine - container vessel	18%	21%
Murray Energy Corporation	Mining equipment	-	12%
Go Frac, LLC	Oil field services equipment	-	12%
		100%	100%

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

		Six Months Ended June 30,
		2016		2015		Change
Finance income		$	3,828,801	$	5,941,871	$	(2,113,070)
Rental income			23,969,220		23,996,869		(27,649)
Loss from investment in joint ventures			(1,263,873)		(6,265,550)		5,001,677
Gain on sale of assets, net			-		983,474		(983,474)
Gain on sale of subsidiaries			1,492,965		-		1,492,965
Gain on sale of investment in joint venture			9,427		-		9,427
Other loss			(93,117)		(15,756)		(77,361)
	Total revenue and other income	$	27,943,423	$	24,640,908	$	3,302,515

Total revenue and other income for the 2016 Period increased $3,302,515, or 13.4%, as compared to the 2015 Period. The decrease in loss from investment in joint ventures was primarily due to a lower credit loss recorded related to JAC in the 2016 Period as compared to the 2015 Period.  The gain on sale of subsidiaries recorded during the 2016 Period was due to the sale of interests of ICON Hoegh and ICON Challenge III to unaffiliated third parties with no comparable gain recorded during the 2015 Period. The decrease in finance income was primarily due to the prepayment of a secured term loan by Varada and the sale of two vessels to Ardmore subsequent to the 2015 Period, partially offset by the new finance lease that we entered into with Challenge subsequent to the 2015 Period. The gain on sale of assets in the 2015 Period was related to the sale of equipment previously on lease to Go Frac with no comparable gain recorded during the 2016 Period.

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

		Six Months Ended June 30,
		2016		2015		Change
Management fees		$	732,775	$	677,188	$	55,587
Administrative expense reimbursements			707,094		796,415		(89,321)
General and administrative			977,647		1,245,862		(268,215)
Interest			4,629,056		3,305,632		1,323,424
Depreciation			16,886,050		16,497,855		388,195
Loss on derivative financial instruments			998,885		-		998,885
Impairment loss			-		1,180,260		(1,180,260)
Credit loss			-		1,492,229		(1,492,229)
	Total expenses	$	24,931,507	$	25,195,441	$	(263,934)

Total expenses for the 2016 Period decreased $263,934, or 1.0%, as compared to the 2015 Period. The decrease in total expenses was primarily due to (i) the credit loss recorded during the 2015 Period related to VAS and Ensaimada with no comparable loss recorded during the 2016 Period, (ii) the impairment loss recorded during the 2015 Period related to the

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equipment previously on lease to Go Frac with no comparable loss recorded during the 2016 Period and (iii) the decrease in general and administrative expenses due primarily to lower tax expenses recorded in the 2016 Period as a result of the sale of assets previously on lease to Go Frac and Murray during or subsequent to the 2015 Period, partially offset by the write off of a remarketing fee payable related to Murray that was recorded in the 2015 Period. These decreases were partially offset by increases in (a) interest expense due to our additional non-recourse long-term debt incurred for the purpose of acquiring the Fugro Vessels, partially offset by repayments of certain of our debt obligations, and the assumption of our debt obligations related to ICON Hoegh, each during the 2016 Period, (b) loss on derivative financial instruments due to the interest rate swaps that we entered into subsequent to the 2015 Period and (c) depreciation expense due to the acquisition of the Fugro Vessels subsequent to the 2015 Period, partially offset by the sale of equipment previously on lease to Murray in October 2015.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests decreased $686,218, from $1,533,838 in the 2015 Period to $847,620 in the 2016 Period. The decrease was primarily due to no income recognized in the 2016 Period from our consolidated joint venture that owned the equipment that was previously on lease to Go Frac. The equipment was sold at an auction during the 2015 Period after Go Frac ceased operations. The decrease was partially offset by a gain on sale of interests in ICON Hoegh, also a consolidated joint venture, during the 2016 Period.

Net Income (loss) Attributable to Fund Fifteen

As a result of the foregoing factors, net income (loss) attributable to us for the 2016 Period and the 2015 Period was $1,903,784 and $(2,088,371), respectively. The net income (loss) attributable to us per weighted average Interest outstanding for the 2016 Period and the 2015 Period was $9.55 and $(10.47), respectively.

Financial Condition

This section discusses the major balance sheet variances at June 30, 2016 compared to December 31, 2015.

Total Assets

Total assets decreased $49,742,657, from $311,890,234 at December 31, 2015 to $262,147,577 at June 30, 2016. The decrease in total assets was primarily due to depreciation on our leased equipment at cost and the use of cash generated from our investments to (i) pay distributions to our partners and noncontrolling interests, (ii) repay our non-recourse long-term debt and (iii) pay certain liabilities due to our Investment Manager and third parties during the 2016 Period. The decrease was partially offset by the acquisition of the Fugro Voyager during the 2016 Period that was partly financed through non-recourse long-term debt and seller’s credits.

Total Liabilities

Total liabilities decreased $32,258,799, from $170,190,154 at December 31, 2015 to $137,931,355 at June 30, 2016. The decrease was primarily due to (i) the assumption of our debt obligations by an unaffiliated third party purchaser as a result of the sale of the interests in ICON Hoegh and the repayment of our debt obligations related to Ardmore, partially offset by the additional non-recourse debt and seller’s credit incurred in connection with the acquisition of the Fugro Voyager during the 2016 Period and (ii) a pay down of certain payables during the 2016 Period. These decreases were partially offset by the interest rate swaps that we entered into during the 2016 Period, which were in an unfavorable position as of June 30, 2016, and the recognition of deferred tax liabilities related to the Inotera Taiwan Branch during the 2016 Period.

Equity

Equity decreased $17,483,858, from $141,700,080 at December 31, 2015 to $124,216,222 at June 30, 2016. The decrease was primarily related to distributions paid to our partners and noncontrolling interests, partially offset by our net income in the 2016 Period.

Liquidity and Capital Resources

Summary

At June 30, 2016 and December 31, 2015, we had cash of $41,769,343 and $18,067,904, respectively.  Pursuant to the terms of our offering, we have established a cash reserve in the amount of 0.50% of the gross offering proceeds from the sale of our Interests.  As of June 30, 2016, the cash reserve was $983,445. During our operating period, our main source of cash is

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typically from operating activities and our main use of cash is in investing and financing activities.  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 make new investments, pay distributions to our partners and to the extent that expenses exceed cash flows from operations and proceeds from the sale of our investments.

We believe that cash generated from the expected results of our operations will be sufficient to finance our liquidity requirements for the foreseeable future, including distributions to our partners, general and administrative expenses, new investment opportunities, management fees and administrative expense reimbursements.

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’ and lessees’ businesses that are beyond our control.

We have used the net proceeds of the offering to invest in Capital Assets located in North America, Europe and other developed markets, including those in Asia and elsewhere.  We have sought and continue to seek to acquire a portfolio of Capital Assets that is comprised of transactions that generate (a) current cash flow from payments of principal and/or interest (in the case of secured loans and other financing transactions) and rental payments (in the case of leases), (b) deferred cash flow by realizing the value of Capital Assets or interests therein at the maturity of the investment, or (c) a combination of both.

Unanticipated or greater than anticipated operating costs or losses (including a borrower’s inability to make timely loan payments or a lessee’s inability to make timely lease payments) would adversely affect our liquidity. To the extent that working capital may be insufficient to satisfy our cash requirements, we anticipate that we would fund our operations from cash flow generated by investing and financing activities. As of June 30, 2016, we had $9,944,726 available to us under the Facility pursuant to the borrowing base to fund our short-term liquidity needs. For additional information, see Note 8 to our consolidated financial statements. Our General Partner does not intend to fund any cash flow deficit of ours or provide other financial assistance to us.

Cash Flows

Operating Activities

Cash provided by operating activities increased $1,742,347, from $20,477,276 in the 2015 Period to $22,219,623 in the 2016 Period. The increase was due to the timing of certain collections of our income and payments of our expenses during the 2016 Period as compared to the 2015 Period.

Investing Activities

Cash provided by investing activities increased $54,571,585, from $6,527,532 in the 2015 Period to $61,099,117 in the 2016 Period. The increase was primarily due to (i) proceeds received from the sale of certain subsidiaries and a joint venture to unaffiliated third parties and (ii) proceeds received from the sale of two vessels to Ardmore, each during the 2016 Period with no comparable sales during the 2015 Period. The increase was partially offset by cash used to acquire the Fugro Voyager during the 2016 Period.

Financing Activities

Cash used in financing activities increased $31,831,144, from $27,786,157 in the 2015 Period to $59,617,301 in the 2016 Period. The increase was primarily due to increases in (i) the repayment of our non-recourse long-term debt in the 2016 Period primarily due to the satisfaction of our debt obligations related to the Ardmore Capella and the Ardmore Calypso and scheduled payments on our additional non-recourse long-term debt incurred subsequent to the 2015 Period to acquire the Fugro Vessels, (ii) distributions to noncontrolling interests primarily due to the sale of interests of ICON Hoegh and ICON Challenge III to unaffiliated third parties and (iii) the payment of debt financing costs related to the Fugro Vessels.

Non-Recourse Long-Term Debt

We had non-recourse long-term debt obligations at June 30, 2016 and December 31, 2015 of $118,049,009 and $148,023,063, respectively, related to certain vessels, the Lewek Ambassador, the Fugro Scout and the Fugro Voyager, and photolithograph scanning equipment. All of our non-recourse long-term debt obligations consist of notes payable in which the lender has a security interest in the underlying assets. If the borrower was to default on the underlying lease, resulting in our default on the non-recourse long-term debt, the assets could be foreclosed upon and the proceeds would be remitted to the

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lender in extinguishment of that debt. As of June 30, 2016 and December 31, 2015, the total carrying value of assets subject to non-recourse long-term debt was $181,821,405 and $228,696,073, respectively.

At June 30, 2016, we were in compliance with the covenants related to our non-recourse long-term debt.

Distributions

We, at our General Partner’s discretion, pay monthly distributions to each of our limited partners beginning with the first month after each such limited partner’s admission and expect to continue to pay such distributions until the termination of our operating period. We paid distributions of $79,789, $7,899,117 and $12,256,356 to our General Partner, limited partners and noncontrolling interests, respectively, during the 2016 Period.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

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

In connection with certain debt obligations, we are required to maintain restricted cash balances with certain banks. At June 30, 2016, we had restricted cash of$3,733,434, which is presented within other assets in our consolidated balance sheets.

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 June 30, 2016, our General Partner carried out an evaluation, under the supervision and with the participation of the management of our General Partner, including its Co-Chief Executive Officers and the Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our General Partner’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 General Partner’s disclosure controls and procedures were effective.

In designing and evaluating our General Partner’s disclosure controls and procedures, our General Partner 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 General Partner’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 June 30, 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.  In our General Partner’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

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 Interests during the three months ended June 30, 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 Limited Partnership of Registrant (Incorporated by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 filed with the SEC on October 6, 2010 (File No. 333-169794)).

  4.1    Limited Partnership Agreement of Registrant (Incorporated by reference to Appendix A to Registrant’s Prospectus Supplement No. 3 filed with the SEC on December 28, 2011 (File No.333-169794)).

10.1    Investment Management Agreement, by and between ICON ECI Fund Fifteen, L.P. and ICON Capital Corp., dated as of June 3, 2011 (Incorporated by reference to Exhibit 10.2 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 3, 2011 (File No. 333-169794)).

10.2    Commercial Loan Agreement, by and between California Bank & Trust and ICON ECI Fund Fifteen, L.P., dated as of May 10, 2011 (Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed on August 12, 2011).

    10.3   Loan Modification Agreement, dated as of March 31, 2013, by and between California Bank & Trust and ICON ECI Fund Fifteen, L.P. (Incorporated by reference to Exhibit 10.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed March 28, 2013).

    10.4   Loan Modification Agreement, by and between California Bank & Trust and ICON ECI Fund Fifteen, L.P., dated as of March 31, 2015 (Incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed on May 13, 2015).

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 ECI Fund Fifteen, L.P.

(Registrant)

By: ICON GP 15, LLC

      (General Partner of the Registrant)

August 9, 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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