UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended	December 31, ~~2013~~2014
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from				to	to
Commission file number	000-50217
ICON Income Fund Nine Liquidating Trust
(Exact name of registrant as specified in its charter)
Delaware			80-6245802	~~80-6245802~~
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)	~~(I.R.S. Employer Identification No.)~~
3 Park Avenue, 36th Floor, New York, NY				10016
3 Park Avenue, 36th Floor, New York, New York			10016
(Address of principal executive offices)			(Zip Code)	~~(Zip Code)~~
(212) 418-4700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.*
Yes ☐ No ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.*
Yes ☐ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☐ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐		Accelerated filer ☐	~~Accelerated filer ☐~~
Non-accelerated filer ☐ (Do not check if a smaller reporting company)		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 Act).
Yes ☐ No ☑
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: Not applicable. There is no established market for the beneficial interests of the registrant.
Number of outstanding beneficial interests of the registrant on March 24, 2014 is 97,955.
Number of outstanding beneficial interests of the registrant on March 27, 2015 is 97,955.
DOCUMENTS INCORPORATED BY REFERENCE
None. *ICON Income Fund Nine Liquidating Trust is the transferee of the assets and liabilities of ICON Income Fund Nine, LLC and files reports under the Commission file number for ICON Income Fund Nine, LLC, which filed a Form 15 on January 29, 2013, indicating its notice of termination of registration and filing requirements.

ICON Income Fund Nine Liquidating Trust

Table of Contents

	Page
Consolidated Statement of Net Assets (Liquidation Basis) at December 31, 2013 (unaudited)	1
Consolidated Statements of Net (Liabilities) Assets	1
Consolidated Statement of Changes in Net Assets (Liquidation Basis) for the period from January 23, 2013 (Commencement of Operations) through December 31, 2013 (unaudited)	2
Consolidated Statements of Changes in Net (Liabilities) Assets	2
Consolidated Statement of Cash Flows (Liquidation Basis) for the period from January 23, 2013 (Commencement of Operations) through December 31, 2013 (unaudited)	3
Consolidated Statements of Cash Flows	3
Notes to Consolidated Financial Statements (unaudited)	4
Notes to Consolidated Financial Statements	4
Signatures	1214

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Consolidated ~~Statement~~Statements of Net ~~Assets~~ (~~Liquidation Basis~~Liabilities) Assets

(unaudited)

			December 31, 2013
			December 31,
Assets
			2014		2013
	Cash		$	1,770,494
Assets
	Leased equipment at cost (less accumulated depreciation of $3,899,731)			29,316,093
	Cash		$	1,486,851	$	1,770,494
	Other assets			568,293
	Leased equipment at cost (less accumulated depreciation
Total assets			$	31,654,880
		of $0 and $3,899,731, respectively)		-		29,316,093
Liabilities
	Asset held for sale			16,850,000		-
	Non-recourse long-term debt		$	16,852,736
	Other assets			650,843		568,293
	Maintenance reserves			5,121,774
Total assets			$	18,987,694	$	31,654,880
	Security deposit			790,000
Liabilities
	Accrued expenses and other current liabilities			122,457
	Non-recourse long-term debt		$	10,449,819	$	16,852,736
Total liabilities				22,886,967
	Maintenance reserves			7,528,036		5,121,774
Commitments and contingencies (Note 9)
	Security deposit			790,000		790,000
Net assets in liquidation			$	8,767,913
	Due to affiliate			313,667		-
See accompanying notes to consolidated financial statements.
	Accrued expenses and other liabilities			279,055		122,457
Total liabilities				19,360,577		22,886,967
Commitments and contingencies (Note 11)
Net (liabilities) assets			$	(372,883)	$	8,767,913
See accompanying notes to consolidated financial statements.

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Consolidated ~~Statement~~Statements of Changes in Net ~~Assets~~ (~~Liquidation Basis~~Liabilities) Assets

(unaudited)

			For the period from January 23, 2013 (Commencement of Operations) through December 31, 2013
					For the Period from January 23, 2013 (Commencement of Operations) through December 31, 2013
Revenue:
				Year Ended
	Rental income		$	4,405,552
				December 31, 2014
	Finance income			172,075
Revenue:
	Net gain on sales of equipment			154,125
	Rental income		$	4,343,385	$	4,405,552
	Interest and other income			133,493
	Finance income			-		172,075
		Total revenue		4,865,245
	Net gain on sales of equipment			-		154,125
Expenses:
	Interest and other income			10		133,493
	General and administrative			754,886
		Total revenue		4,343,395		4,865,245
	Loss on derivative financial instruments			95,424
Expenses:
	Interest			1,218,656
	General and administrative			976,134		754,886
	Depreciation			3,899,731
	Loss on derivative financial instruments			-		95,424
	Other operating expenses			78,622
	Interest			40,016		1,218,656
		Total expenses		6,047,319
	Depreciation			4,155,862		3,899,731
Net loss				(1,182,074)
	Impairment loss			8,310,231		-
Unrealized losses on interest rate swaps reclassified to net loss				133,101
	Other operating expenses			1,948		78,622
Net assets in liquidation at January 23, 2013				9,816,886
		Total expenses		13,484,191		6,047,319
Net assets in liquidation at December 31, 2013			$	8,767,913
Net loss				(9,140,796)		(1,182,074)
See accompanying notes to consolidated financial statements.
Unrealized losses on interest rate swaps reclassified to net loss				-		133,101
Net assets, beginning of year				8,767,913		9,816,886
Net (liabilities) assets, end of year			$	(372,883)	$	8,767,913
See accompanying notes to consolidated financial statements.

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Consolidated ~~Statement~~Statements of Cash Flows ~~(Liquidation Basis)~~

(unaudited)

			For the period from January 23, 2013 (Commencement of Operations) through December 31, 2013
					For the Period from January 23, 2013 (Commencement of Operations) through December 31, 2013
Cash flows from operating activities:
				Year Ended
	Net loss		$	(1,182,074)
				December 31, 2014
	Adjustments to reconcile net loss to net cash provided by operating activities:
Cash flows from operating activities:
		Finance income		(172,075)
	Net loss		$	(9,140,796)	$	(1,182,074)
		Rental income paid directly to lender by lessee		(778,293)
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Net gain on sale of leased equipment		(154,125)
		Finance income		-		(172,075)
		Depreciation		3,899,731
		Rental income paid directly to lender by lessee		(4,077,646)		(778,293)
		Loss on derivative financial instruments		95,424
		Net gain on sale of leased equipment		-		(154,125)
		Interest expense on non-recourse financing paid directly to lender by lessee		764,495
		Depreciation		4,155,862		3,899,731
		Interest expense from amortization of debt discount		454,049
		Loss on derivative financial instruments		-		95,424
	Changes in operating assets and liabilities:
		Interest expense on non-recourse financing paid directly to lender by lessee		453,562		764,495
		Collection of finance leases		683,795
		Interest expense from amortization of debt discount		(447,518)		454,049
		Deferred charges		(240,385)
		Impairment loss		8,310,231		-
		Other assets		29,323
	Changes in operating assets and liabilities:
		Due to affiliates		(3,945)
		Collection of finance leases		-		683,795
		Accrued expenses and other liabilities		8,694
		Deferred charges		(82,193)		(240,385)
Net cash provided by operating activities				3,404,614
		Other assets		(357)		29,323
Cash flows from financing activities:
		Due to affiliates		313,667		(3,945)
	Repayments on non-recourse long-term debt			(5,829,178)
		Accrued expenses and other liabilities		231,545		8,694
	Proceeds from maintenance reserve			2,609,838
Net cash (used in) provided by operating activities				(283,643)		3,404,614
Net cash used in financing activities				(3,219,340)
Cash flows from financing activities:
Net increase in cash				185,274
	Repayments on non-recourse long-term debt			-		(5,829,178)
Cash, beginning of period				1,585,220
	Proceeds from maintenance reserve			-		2,609,838
Cash, ending of period			$	1,770,494
Net cash used in financing activities				-		(3,219,340)
Supplemental disclosure of cash flow information:
Net (decrease) increase in cash				(283,643)		185,274
	Transfer of net assets from ICON Income Fund Nine, LLC to ICON Income
Cash, beginning of year				1,770,494		1,585,220
		Fund Nine Liquidating Trust	$	9,816,886
Cash, end of year			$	1,486,851	$	1,770,494
	Reclassification of prepaid reconfiguration costs from other liabilities to leased equipment at cost		$	843,054
Supplemental disclosure of cash flow information:
	Aircraft reconfiguration costs paid directly by lender		$	1,457,172
	Transfer of net assets from ICON Income Fund Nine, LLC to ICON Income
	Principal on non-recourse long-term debt paid directly to lender by lessees		$	6,761,666
		Fund Nine Liquidating Trust	$	-	$	9,816,886
	Maintenance reserve paid directly to lender by lessee		$	583,373
	Reclassification of prepaid reconfiguration costs from other liabilities to
See accompanying notes to consolidated financial statements.
		leased equipment at cost	$	-	$	843,054
	Aircraft reconfiguration costs paid directly by lender		$	-	$	1,457,172
	Maintenance reserves from lessee paid directly to lender		$	2,933,937	$	6,761,666
	Maintenance reserves paid directly to lender		$	-	$	583,373
See accompanying notes to consolidated financial statements.

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, ~~2013~~2014

(unaudited)

(1) Purpose of Liquidating Trust

ICON Income Fund Nine Liquidating Trust (the “Liquidating Trust”), a Delaware ~~Statutory~~statutory ~~Trust~~trust, was formed on January 23, 2013 (the “Commencement of Operations”). When used in these notes to ~~the~~ consolidated financial statements, the terms “we,” “us,” “our” or similar terms refer to the Liquidating Trust and its consolidated subsidiaries. We are governed by a Liquidating Trust Agreement that appointed ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp., as our managing trustee (the “Managing Trustee”).

Our two assets are an investment in ICON Aircraft 128 LLC (“ICON 128”) and an interest in a joint venture, ICON Aircraft 126 LLC (“ICON 126”). These investments, as well as all other assets and liabilities inof ICON Income Fund Nine, LLC (“Fund Nine”), were transferred to us as of January 23, 2013 in order to reduce the expenses incurred by Fund Nine and to maximize potential distributions to beneficiaries. On January 23, 2013, all shares of limited liability company interests in Fund Nine were exchanged for an equal number of our beneficial interests.

(2) Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

In April 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-07, Liquidation Basis of Accounting (“ASU 2013-07”), which, among other things, clarifies when an entity should apply the liquidation basis of accounting. The standard states that if a plan for liquidation was specified in the entity’s governing documents since its inception, the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. ASU 2013-07 is effective for entities during annual reporting periods beginning after December 15, 2013. While the manager of Fund Nine approved a plan of liquidation on January 23, 2013 and transferred all of Fund Nine’s assets and liabilities to usthe toLiquidating ~~commence~~Trust, ~~liquidation.~~such Asplan awas ~~result,~~provided ~~the~~for ~~basis~~in ofFund ~~accounting~~Nine’s operating ~~for~~agreement, ~~periods~~as ~~subsequent~~amended, tosince ~~January~~inception. 23Accordingly, ~~2013~~our ~~was~~Managing Trustee ~~changed~~has ~~from~~concluded that the ~~going-concern~~liquidation basis toof aaccounting ~~liquidation~~is ~~basis~~not applicable to us.

~~Our~~Management ~~accompanying~~considered ~~consolidated~~cash ~~financial~~on hand, ~~statements~~accrued ~~have~~expenses ~~been~~and ~~prepared~~other inliabilities ~~accordance~~as ~~with~~of ~~U.S.~~December ~~generally~~31, ~~accepted~~2014, ~~accounting~~as ~~principles~~well as ~~(“US~~ongoing ~~GAAP”).~~costs Into operate the ~~opinion~~Liquidating ofTrust, ~~our~~and ~~Managing~~believes ~~Trustee,~~there ~~all~~is sufficient ~~adjustments,~~liquidity ~~which~~to ~~are~~continue ofas a ~~normal~~going ~~recurring~~concern ~~nature,~~within ~~considered~~one ~~necessary~~year ~~for~~from athe date ~~fair~~that ~~presentation~~these ~~have been included. The~~ consolidated financial statements ~~include~~are ~~our accounts and the accounts of our wholly owned subsidiary~~issued. ~~All intercompany accounts and transactions have been eliminated in consolidation.~~

WeOur ~~account~~accompanying ~~for~~consolidated ~~our~~financial ~~noncontrolling~~statements ~~interest~~have inbeen aprepared ~~joint~~in ~~venture~~accordance ~~where~~with weU.S. ~~have~~generally ~~influence~~accepted ~~over~~accounting ~~financial~~principles ~~and~~(“U.S. ~~operational~~GAAP”). ~~matters,~~In ~~generally~~the ~~50%~~opinion orof ~~less~~our ~~ownership~~Managing ~~interest~~Trustee, ~~under~~all ~~the~~adjustments, ~~equity~~which ~~method~~are of ~~accounting. Accordingly~~a normal recurring nature, ~~our~~considered ~~original~~necessary ~~investment~~for ~~was~~a ~~recorded~~fair atpresentation ~~cost~~have ~~and~~been ~~adjusted~~included. ~~for~~The ~~our~~consolidated ~~share~~financial ofstatements ~~earnings,~~include ~~losses~~our accounts and ~~distributions~~the accounts of ~~the~~our ~~joint~~wholly ~~venture~~owned subsidiary. ~~Our~~ ~~investment~~All inintercompany aaccounts ~~joint~~and ~~venture~~transactions ishave ~~subject~~been toeliminated ~~our~~in ~~impairment review policy~~consolidation.

We account for our noncontrolling interest in our joint venture where we have influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. Accordingly, our original investment was recorded at cost and adjusted for our share of earnings, losses and distributions of the joint venture. Our investment in our joint venture is subject to our impairment review policy.

Cash

Cash includes cash in banks held principally at ~~two~~one financial ~~institutions~~institution, which at times may exceed insured limits. We have placed these funds in a high quality ~~institutions~~institution in order to minimize risk relating to exceeding insured limits.

Leased Equipment at Cost

Investments in leased equipment are stated at cost less accumulated depreciation. Leased equipment is depreciated on a straight-line basis over the lease term, ~~which typically ranges from 3~~ to ~~8 years, to~~ the asset’s residual value.

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

The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. The residual value is calculated using information from various external sources, such as trade publications, auction data, equipment dealers, wholesalers and industry experts, as well as inspection of the physical asset and other economic indicators.

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, ~~2013~~2014

(unaudited)

Depreciation

We ~~record~~recorded depreciation expense on equipment when the lease iswas classified as an operating lease. In order to calculate depreciation, we first ~~determine~~determined the depreciable base, which iswas the equipment cost less the estimated residual value at lease termination. ~~Depreciation~~ As of December 31, 2014, we had one investment that was classified as asset held for sale. Prior to December 31, 2014, such investment was classified as leased equipment at cost and depreciation expense iswas recorded on a straight-line basis over the lease term of 6 years.

Asset Impairments

The significant assets in our portfolio are periodically reviewed, no less frequently than annually or when indicators of impairment exist, to determine whether events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss will be recognized only if the carrying value of a long-lived asset is not recoverable and exceeds its fair market value. If there is an indication of impairment, we will estimate the future cash flows (undiscounted and without interest charges) expected from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If an impairment is determined to exist, the impairment loss will be measured as the amount by which the carrying value of a long-lived asset exceeds its fair value and recorded in our consolidated ~~statement~~statements of changes in net ~~assets~~ (~~liquidation basis~~liabilities) assets in the period the determination is made.

The events or changes in circumstances that generally indicate that an asset may be impaired are (i) the estimated fair value of the underlying ~~equipment~~asset is less than its carrying value or (ii) ~~the~~ the lessee is experiencing financial difficulties and it does not appear likely that the estimated proceeds from the disposition of the asset will be sufficient to satisfy the residual position in the asset and, if applicable, the remaining obligation to the non-recourse lender. Generally in the latter situation, the residual position relates to equipment subject to third-party non-recourse debt where the lessee remits its rental payments directly to the lender and we do not recover our residual position until the non-recourse debt is repaid in full. The preparation of the undiscounted cash flows requires the use of assumptions and estimates, including the level of future rents, the residual value expected to be realized upon disposition of the asset, estimated downtime between re-leasing events and the amount of re-leasing costs. Our Managing Trustee’s review for impairment includes a consideration of the existence of impairment indicators including third-party appraisals, published values for similar assets, recent transactions for similar assets, adverse changes in market conditions for specific asset types and the occurrence of significant adverse changes in general industry and market conditions that could affect the fair value of the asset.

~~Revenue~~Lease Classification and Revenue Recognition

WeEach ~~lease~~ equipment tolease ~~third~~we ~~parties~~enter ~~and~~into ~~each such lease~~ is classified as either a finance lease or an operating lease, ~~which classification is~~ based upon the terms of each lease. ~~For~~The aestimated residual ~~finance~~value ~~lease,~~is ~~initial~~a ~~direct~~critical ~~costs~~component ~~are~~of ~~capitalized~~ and ~~amortized~~can ~~over~~directly ~~the~~influence ~~lease term. For an operating lease,~~ the ~~initial direct~~ ~~costs~~determination ~~are~~as ~~included~~to aswhether a ~~component~~lease ofis ~~the~~classified ~~cost~~as ofan ~~the~~operating ~~equipment~~or ~~and~~a ~~depreciated~~finance ~~over the~~ lease ~~term~~.

For finance leases, we ~~recorded~~capitalize, at lease inception, the total minimum lease payments receivable from the lessee, the estimated unguaranteed residual value of the equipment ~~upon~~at lease termination, and the initial direct costs related to the lease, less unearned income. Unearned income represents the difference between the sum of the minimum lease payments receivable, plus the estimated unguaranteed residual value, minus the cost of the leased equipment. Unearned income is recognized as finance income over the term of the lease using the effective interest rate method.

For operating leases, rental income is recognized on a straight-line basis over the lease term. Billed operating lease receivables are included in accounts receivable until collected or written off. We record a reserve if we deem any receivables not collectible. The difference between the timing of the cash received and the income recognized on a straight-line basis is recognized as either deferred revenue or other assets, as appropriate.

Initial Direct Costs

We capitalize initial direct costs, including acquisition fees, associated with the origination and funding of leased assets and other financing transactions. We paid acquisition fees to our Managing Trustee of 3% of the purchase price of the investment made by or on our behalf, including, but not limited to, the cash paid, indebtedness incurred or assumed, and the excess of the collateral value of the long-lived asset over the amount of the investment, if any. The costs of each transaction are amortized over the transaction term using the straight-line method for operating leases and the effective interest rate method for

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, ~~2013~~2014

(unaudited)

~~finance~~unearned ~~leases~~income. Unearned inincome represents ~~our~~the ~~consolidated~~difference ~~statement~~ between the sum of ~~changes~~the inminimum ~~net~~lease ~~assets~~payments receivable, ~~(liquidation~~plus ~~basis).~~the ~~Costs~~estimated ~~related~~unguaranteed toresidual ~~leases~~value, orminus ~~other financing~~the ~~transactions~~cost ~~that~~of the ~~are~~leased ~~not~~equipment. Unearned ~~consummated~~income ~~are~~is ~~expensed~~recognized as anfinance ~~acquisition~~income ~~expense~~over the term of the lease using the effective interest rate method.

For operating leases, rental income is recognized on a straight-line basis over the lease term. Billed operating lease receivables are included in accounts receivable until collected or written off. We record a reserve if we deem any receivable not collectible. The difference between the timing of the cash received and the income recognized on a straight-line basis is recognized as either deferred revenue or other assets, as appropriate. Initial direct costs are capitalized as a component of the cost of the equipment and depreciated over the lease term.

Initial Direct Costs

Derivative Financial Instruments

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

Income Taxes

We are taxed as a partnership for federal and state income tax purposes. Therefore, no provision for federal and state income taxes has been recorded since the liability for such taxes is the responsibility of each of the individual beneficial owners rather than usour business as a whole. We are potentially subject to New York City unincorporated business tax (“UBT”), which is imposed on the taxable income of any active trade or business carried on in New York City. The UBT is imposed for each taxable year at a rate of approximately 4% of taxable income that is allocable to New York City. Our federal, state and local income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the applicable taxing authorities. All penalties and interest, if any, associated with income taxes are included in general and administrative expense on the consolidated ~~statement~~statements of changes in net ~~assets~~ (~~liquidation basis~~liabilities) assets. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. We did not have any material liabilities recorded related to uncertain tax positions nor did we have any unrecognized tax benefits as of the periods presented herein.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires our Managing Trustee to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates primarily include the determination of credit loss reserves, impairment losses, estimated useful lives and residual values. Actual results could differ from those estimates.

(3) Net Investment in Finance Leases

On March 8, 2013, we entered into a Memorandum of Agreement with Wilhelmsen Lines Shipowning AS (“Wilhelmsen”) for an early buyout of three car and truck carrying vessels (collectively, the “Wilhelmsen Vessels”) to be consummated between March 8, 2013 and April 30, 2013. On March 20, 2013, we sold the Trianon and the Trinidad to Wilhelmsen for approximately $2,048,000 per vessel. On April 5, 2013, we sold the Tancred to Wilhelmsen for approximately $1,358,000. The sale of the Wilhelmsen Vessels resulted in an immaterial gain, which is recorded in the consolidated statement of changes in net assets (liquidation basis).

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, ~~2013~~2014

(unaudited)

~~(4) Leased~~The ~~Equipment~~preparation atof ~~Cost~~financial statements in conformity with U.S. GAAP requires our Managing Trustee to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates primarily include the determination of credit loss reserves, impairment losses, estimated useful lives and residual values. Actual results could differ from those estimates.

Recent Accounting Pronouncements

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 December 31, 2016, and all subsequent annual and interim periods. Early adoption is permitted. We expect that additional disclosures will be included in our consolidated financial statements upon adoption.

(3) Net Investment in Finance Leases

(4) Leased Equipment at Cost/Asset Held for Sale

Leased equipment at cost consisted of the following:

		December 31, 2013
		December 31,
Aircraft		$	33,215,824
		2014		2013
Less: accumulated depreciation			3,899,731
Aircraft		$	-	$	33,215,824
	Leased equipment at cost, less accumulated depreciation	$	29,316,093
Less: accumulated depreciation			-		3,899,731
	Leased equipment at cost, less accumulated depreciation	$	-	$	29,316,093

Depreciation expense was $4,155,862 and $3,899,731 for the year ended December 31, 2014 and for the period from the Commencement of Operations through December 31, 2013, respectively.

ICON Aircraft 128 LLC

We own an Airbus A340-313X aircraft (“Aircraft 128”). Aircraft 128 was previously on lease to Cathay Pacific Airways Limited (“Cathay”), which lease expired on November 30, 2011. On February 16, 2012, Aircraft 128 was delivered to the new lessee, Aerolineas Argentinas (“AA”), at which time a new six year lease commenced.

As a condition of the lease with AA for Aircraft 128, we agreed to perform an upgrade of the aircraft. During the upgrade period, which commenced on November 18, 2012 and was completed on January 28, 2013, Aircraft 128 was out of service. The upgrade costs were approximately $2,827,000, all of which were capitalized to leased equipment at cost in the consolidated ~~statement~~statements of net ~~assets~~ (~~liquidation basis~~liabilities) assets as of December 31, 2013.

In addition to lease payments, the lessee is required to fund maintenance reserves to ensure necessary funds are available for the repairs and maintenance of Aircraft 128. Funds will be reimbursed to the lessee as expenses are incurred by the lessee. At the expiration of the lease, any remaining maintenance reserves will be retained by us and recorded as rental income on the consolidated ~~statement~~statements of changes in net ~~assets~~ (~~liquidation basis~~liabilities) assets.

Aggregate annual minimum future rentals receivable from our non-cancelable leases over the next five years consisted of the following at December 31, 2013:

Years Ending December 31,
2014	$	4,476,000
2015		4,476,000
2016		4,476,000
2017		4,476,000
2018		746,000
	$	18,650,000

(5) Investment in Joint Venture

ICON Aircraft 126 LLC

We, through a joint venture with ICON Income Fund Eight B L.P. Liquidating Trust, an entity also managed by our Managing Trustee (“Fund Eight B”), have a 50% ownership interest in an Airbus A340-313X aircraft (“Aircraft 126”). The previous lease of Aircraft 126 expired on June 30, 2011. On January 3, 2012, Aircraft 126 was delivered to the new lessee, AA, at which time a new six year lease commenced. The joint venture has an outstanding non-recourse debt balance related to Aircraft 126. At the expiration of Aircraft 126’s previous lease, a balloon payment equal to the then-outstanding debt balance of $32,677,000 was due, but was not made, as the aircraft was still being readied for delivery to AA. As the loan was expected to be refinanced, the lender agreed not to exercise any of its remedial rights under the loan agreement. The debt continued to accrue interest, which was added to the outstanding principal balance of the debt until the debt was refinanced on December 3, 2012.

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, ~~2013~~2014

(unaudited)

AtDuring the year ended December 31, ~~2013~~2014, our ~~carrying~~Managing ~~value~~Trustee inactively marketed Aircraft 128 for sale, together with the ~~joint~~associated ~~venture~~non-recourse ~~was~~long-term $0debt to be assumed. ~~For~~Our Managing Trustee hopes to sell the aircraft in a short period ~~from~~of time. As a result, together with meeting certain criteria, we reclassified Aircraft 128 as asset held for sale on the ~~Commencement~~consolidated statements of ~~Operations~~net (liabilities) ~~through~~assets as of December 31, ~~2013~~2014. We recorded an impairment loss of approximately $8,310,000 ~~there~~during 2014 based on a third-party appraised fair value less cost to sell. The fair value provided by the independent appraiser was noderived ~~loss~~based ~~from~~on ~~investment~~a market approach. As fair values of older Airbus A340-313X aircraft, a four-engine aircraft, are expected to continue to decline in ~~joint~~the ~~ventures~~future asdue ~~our~~to ~~investment~~a ~~has~~lack ~~been~~of ~~reduced~~demand attributable to ~~zero~~age ~~and~~limits, weincreased costs ~~are~~of nooperating ~~longer~~a ~~required~~four-engine aircraft compared to ~~record~~competing ~~our~~two-engine aircraft, ~~share~~and considerable costs associated with reconfiguration and maintenance of ~~the~~such ~~joint~~aircraft, ~~venture’s~~we may incur additional losses based on the ultimate realized value from selling Aircraft 128.

~~Information~~Aggregate asannual tominimum ~~the~~future ~~financial~~rentals ~~position~~receivable ~~and~~from ~~results~~our ofnon-cancelable ~~operations~~lease over the next five years consisted of the ~~joint~~following ~~venture~~at ~~is summarized~~December ~~below.~~31, 2014:

		December 31, 2013
	Years Ending December 31,
Non-current assets		$	29,754,252
	2015		$	4,476,000
Current liabilities		$	69,507
	2016			4,476,000
Non-current liabilities		$	31,739,161
	2017			4,476,000
Members' deficit		$	(2,054,416)
	2018			746,000
Liquidating Trust's share of deficit		$	(1,027,208)
	2019			-
Revenue		$	4,362,160
			$	14,174,000
Expenses			5,405,369
Net loss		$	(1,043,209)
Liquidating Trust’s share of net loss		$	(521,605)

(65) ~~Non-Recourse~~ Investment ~~Long-Term~~in ~~Debt~~Joint Venture

WeICON ~~acquired~~Aircraft ~~the~~126 Wilhelmsen Vessels on bareboat charter to Wilhelmsen for cash and non-recourse long-term debt. The lender had a security interest in the Wilhelmsen Vessels and an assignment of the rental payments under the charters. We entered into three interest rate swap contracts with BNP Paribas in order to fix the variable interest rates on the non-recourse long-term debt related to the Wilhelmsen Vessels at 7.02% per year and minimize the risk of interest rate increases. On February 27, 2013, the three floating-to-fixed interest rate swaps relating to the non-recourse long-term debt associated with the Wilhelmsen Vessels were terminated and settled by making a payment to BNP Paribas of $147,000. On March 20, 2013, we satisfied the remaining non-recourse long-term-debt related to the Trianon and Trinidad of approximately $1,800,000 per vessel. On April 5, 2013, we satisfied the remaining non-recourse long-term debt related to the Tancred of approximately $1,200,000.LLC

We, ~~incurred~~through ~~non-recourse~~a ~~debt~~joint venture with ICON Income Fund Eight B L.P. Liquidating Trust (“Fund Eight B”), an entity also managed by our Managing Trustee, have a 50% ownership interest in ~~connection~~an ~~with~~Airbus ~~the acquisition~~A340-313X ofaircraft (“Aircraft ~~128~~126”). The ~~debt~~previous ~~was~~lease ~~due~~of toAircraft be126 ~~repaid~~expired on ~~November~~June 30, 2011. On January 3, ~~concurrent~~2012, ~~with~~Aircraft ~~the~~126 ~~expiration~~was ofdelivered to the ~~lease~~new ~~with~~lessee, ~~Cathay~~AA, at which time a new six-year lease commenced. WeThe ~~did~~joint ~~not~~venture ~~make the~~has ~~final~~an ~~balloon~~outstanding ~~payment~~non-recourse aslong-term ~~the~~debt ~~aircraft~~balance ~~was~~related ~~still~~to ~~being~~Aircraft ~~readied~~126. At ~~for~~the ~~delivery to~~expiration ~~AA,~~of ~~following~~Aircraft ~~which~~126’s ~~the~~previous ~~loan~~lease, ~~was~~a ~~expected~~balloon payment equal to bethe ~~refinanced. On~~then-outstanding ~~February~~debt 16balance of $32, ~~2012~~677,000 AAwas ~~accepted~~due, ~~delivery~~but ofwas ~~and~~not ~~simultaneously~~made, ~~commenced~~as athe ~~six~~aircraft ~~year~~was ~~lease~~still being readied for ~~Aircraft~~ ~~128~~delivery to AA. ~~During~~As ~~this~~the ~~time~~loan was expected to be refinanced, the lender agreed not to exercise any of its remedial rights under the loan agreement. The debt continued to accrue interest, which was added to the outstanding principal balance of the debt until the debt was refinanced on December 273, 2012. ~~The refinanced non-recourse debt accrues interest at the one-month London Interbank Offered Rate (“LIBOR”) plus a 3.50% margin and matures on March 31, 2018.~~

AsDuring ~~part~~the ofyear ~~the~~ended December 2731, ~~2012 debt restructuring~~2014, ~~certain contingent~~our ~~payments~~Managing ~~would~~Trustee beactively ~~due~~marketed ~~to the lender if~~ Aircraft ~~128,~~126 ~~through~~for ~~any leases and its ultimate disposition~~sale, ~~generated~~together ~~cash~~with ~~flows~~the inassociated ~~excess of a pre~~non-~~determined~~recourse ~~amount. Our original estimate was that the pre~~long-~~determined~~term ~~amount would~~debt ~~not~~to be ~~achieved and, therefore, no payment would be due to the lender~~assumed. ~~During~~ ~~2013,~~As ~~based on updated estimates and additional operating history to analyze, we determined that it was probable that~~ a ~~payment of $2~~result,~~500,000~~ ~~would be due to~~ the ~~lender~~joint ~~following~~venture ~~the~~recognized ~~termination~~an ofimpairment ~~the~~loss ~~existing lease and ultimate disposition~~ of ~~Aircraft~~approximately ~~128. Accordingly, we recorded an additional~~ $27,~~500~~769,000 ~~liability~~during to2014 ~~the~~based ~~lender which is recorded within non-recourse long-term debt~~ on ~~the consolidated statement of net assets (liquidation basis). Simultaneously, we recorded~~ a ~~corresponding~~third-party ~~(offsetting)~~appraised ~~discount~~fair ~~of $2,500,000,~~value ~~which~~less iscost ~~also~~to ~~recorded within non-recourse long-term debt~~sell. ~~Over~~As ~~the remaining term~~ of ~~the~~December ~~non-recourse long-term debt~~31, ~~the~~2014 ~~discount~~and ~~will~~2013, ~~be amortized~~our tocarrying ~~interest~~value ~~expense~~in ~~using~~ the ~~effective~~joint ~~interest~~venture ~~rate~~was ~~method~~$0. ~~Future changes~~We inhave ~~certain~~not ~~estimates,~~incurred ~~including~~and ~~the~~will ~~estimated~~not ~~residual~~incur ~~value~~additional ~~of Aircraft~~losses ~~128~~from orinvestment ~~future~~in ~~lease~~joint ~~rates,~~venture ~~could~~as ~~effect~~our ~~the~~investment ~~amount~~has ofbeen ~~this~~recorded ~~liability, although~~at ~~it can never exceed~~ $~~2,500,000.~~0 Atsince December 31, ~~2013, the outstanding non-recourse debt balance related to Aircraft 128 was $16,852,736~~2011.

Information as to the financial position and results of operations of the joint venture is summarized as follows:

	December 31,
	2014		2013
Total assets	$	18,048,706	$	29,754,252
Total liabilties	$	27,680,759	$	31,808,668
Members' deficit	$	(9,632,054)	$	(2,054,416)
Our share of deficit	$	(4,816,027)	$	(1,027,208)

Revenue	$	4,375,239	$	4,362,160
Expenses		11,952,877		5,405,369
Net loss	$	(7,577,638)	$	(1,043,209)
Our share of net loss	$	(3,788,819)	$	(521,605)

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ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, ~~2013~~2014

(unaudited)

~~The aggregate maturities of non-recourse long-term debt~~(6) ~~consisted~~ Maintenance ~~of the following at December 31, 2013:~~Reserves

Years Ending December 31,
2014	$	4,292,454
2015		4,292,454
2016		4,292,454
2017		3,975,374
2018		-
	$	16,852,736

In accordance with the lease agreement with AA, AA is required to make monthly maintenance reserve payments to us. To the extent a qualifying event (as defined in the lease agreement) occurs during the lease term, we will be required to reimburse AA for qualifying maintenance costs. AA has been remitting monthly maintenance reserves on our behalf directly to the lender to pay down our debt obligations. To the extent we are required to reimburse AA for qualifying maintenance costs, the maintenance reserves will be financed by additional non-recourse long-term debt as permitted by the loan agreement. Any undisbursed maintenance reserves will be retained by us at the end of the lease term. As of December 31, 2014 and 2013, maintenance reserves were $7,528,036 and $5,121,774, respectively.

~~At December 31, 2013, we were in compliance with all covenants related to the non~~(7) Non-~~recourse~~Recourse ~~long~~Long-~~term~~Term ~~debt.~~Debt

~~(7) Derivative~~Our ~~Financial~~non-recourse ~~Instruments~~long-term debt obligations held directly by us and through our joint venture consist of notes payable in which the lender has a security interest in the underlying assets. If the lessees were 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.

We acquired the Wilhelmsen Vessels for cash and non-recourse long-term debt. The lender had a security interest in the Wilhelmsen Vessels and an assignment of the rental payments under the charters. We entered into three interest rate swap contracts with BNP Paribas in order to fix the variable interest rates on the non-recourse long-term debt related to the Wilhelmsen Vessels at 7.02% per year and minimize the risk of interest rate increases. On February 27, 2013, the three floating-to-fixed interest rate swaps relating to the non-recourse long-term debt associated with the Wilhelmsen Vessels were terminated and settled by making a payment to BNP Paribas of $147,000. On March 20, 2013, we satisfied the remaining non-recourse long-term-debt related to the Trianon and Trinidad of approximately $1,800,000 per vessel. On April 5, 2013, we satisfied the remaining non-recourse long-term debt related to the Tancred of approximately $1,200,000.

We incurred non-recourse long-term debt in connection with the acquisition of Aircraft 128. The debt was due to be repaid on November 30, 2011, concurrent with the expiration of the lease with Cathay. We did not make the final balloon payment as the aircraft was still being readied for delivery to AA, following which the loan was expected to be refinanced. On February 16, 2012, AA accepted delivery of and simultaneously commenced a six year lease for Aircraft 128. During this time, the lender agreed not to exercise any of its remedial rights under the loan agreement. The debt continued to accrue interest, which was added to the outstanding principal balance of the debt until the debt was refinanced on December 27, 2012. The refinanced non-recourse long-term debt accrues interest at the one-month London Interbank Offered Rate plus a 3.50% margin and matures on March 31, 2018.

As part of the December 27, 2012 debt restructuring, certain contingent payments would be due to the lender if Aircraft 128, through any leases and its ultimate disposition, generated cash flows in excess of a pre-determined amount. During the year ended December 31, 2013, we determined that it was probable that such payments would be due to the lender following the termination of the existing lease and ultimate disposition of Aircraft 128, primarily based on the then-estimated fair value of the aircraft. Based upon such assessment, we recorded a $2,500,000 liability to the lender, which was recorded within non-recourse long-term debt on the consolidated statements of net (liabilities) assets. Simultaneously, we recorded a corresponding (offsetting) discount of $2,500,000, which was also recorded within non-recourse long-term debt on the consolidated statements of net (liabilities) assets. The discount would be amortized to interest expense using the effective interest rate method over the remaining term of the non-recourse long-term debt. During the year ended December 31, 2013, we amortized $447,518 of the discount, which was recognized as interest expense.

During the year ended December 31, 2014, fair values of older Airbus A340-313X aircraft declined and are expected to continue to decline in the future due to a lack of demand attributable to age limits, increased costs of operating a four-engine

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2014

(unaudited)

aircraft compared to competing two-engine aircraft, and considerable costs associated with reconfiguration and maintenance of such aircraft. As of December 31, 2014, Aircraft 128 met the criteria to be classified as asset held for sale on the consolidated statements of net (liabilities) assets and we recognized an impairment loss of approximately $8,310,000 during 2014 based on its fair value less cost to sell. Our Managing Trustee is actively marketing Aircraft 128, which it hopes to sell in a short period of time. To the extent the demand for older Airbus A340-313X aircraft continues to decline, we may incur additional losses based on the ultimate realized value from selling Aircraft 128. Accordingly, we reassessed the likelihood of any contingent payments to the lender and based on our estimate of the ultimate realized value of Aircraft 128, we believe such payments to the lender are remote. As a result, we reversed the liability to the lender and the related discount of $2,500,000 and $2,052,482, respectively, as of December 31, 2014.

At December 31, 2014 and 2013, the outstanding non-recourse long-term debt balance related to Aircraft 128 was $10,449,819 and $16,852,736, respectively.

The aggregate maturities of non-recourse long-term debt consisted of the following at December 31, 2014:

Years Ending December 31,
2015	$	4,292,454
2016		4,292,454
2017		1,864,911
2018		-
2019		-
	$	10,449,819

As of December 31, 2014, the non-recourse long-term debt was in default due to, among other things, delays in remittance of lease payments directly to the lender by the lessee. The lender has reserved, but not exercised, its rights under the loan agreement.

(8) Derivative Financial Instruments

We entered 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 entered 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 recognized all derivative financial instruments as liabilities on the consolidated ~~statement~~statements of net (liabilities) assets ~~in liquidation~~ and measured those instruments at fair value. Changes in the fair value of such instruments ~~are~~were recognized immediately in earnings unless certain criteria are met. These criteria demonstrate that the derivative iswas 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~~included an evaluation of the counterparty risk and the impact, if any, on the effectiveness of the derivative. If these criteria ~~are~~were met, ~~which~~ we documented ~~must document~~ and ~~assess~~assessed at inception and on an ongoing basis, we recognized ~~the~~ the changes in fair value of such instruments in AOCI, a component of equity on ~~the~~ the consolidated balance sheets of Fund Nine. Changes in the fair value of the ineffective portion of all derivatives ~~are~~were recognized immediately in earnings.

Interest Rate Risk

Our objectives in using interest rate derivatives ~~are~~were to add stability to interest expense and to to manage our exposure to interest rate movements on our variable non-recourse debt. Our strategy to accomplish these objectives iswas to match the projected future cash flows with the underlying debt service. Each interest rate swap ~~involves~~involved 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.

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2014

(unaudited)

Counterparty Risk

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

Designated Derivatives

On February 27, 2013, the three floating-to-fixed interest rate swaps relating to the non-recourse long-term debt associated with the Wilhelmsen Vessels that were designated and qualifying as cash flow hedges were terminated and settled by making a payment to BNP Paribas ~~for~~of $147,000.

9 For these derivatives, we recorded an aggregate loss of approximately $95,000 from the effective portion of changes in the fair value of the derivative designated and qualifying as a cash flow hedge in AOCI and such loss was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings and within the same line item on the consolidated statements of changes in net (liabilities) assets as the impact of the hedged transaction.

The table below presents the effect of our derivative financial instruments designated as cash flow hedging instruments on the consolidated statements of change in net (liabilities) assets:

Location of

Amount of

Gain (Loss)

Recognized in

Income on

Amount of

Location of

Amount of

Derivatives

Loss

(Ineffective

For the period from

Recognized in

Reclassified

Portion and

January 23, 2013

Derivatives

AOCI on

from AOCI

Amounts

(Commencement of

Designated as

Derivatives

into Loss

Excluded from

Operations) through

Hedging

(Effective

Effectiveness

December 31, 2013

Instruments

Portion)

Testing)

(Gain) Loss

on derivative

Interest rate

Interest

financial

2013

swaps

(95,424)

expense

(133,101)

instruments

(9) 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.

Assets Measured at Fair Value on a Nonrecurring Basis

We are required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements. Assets classified as held for sale are required to be recorded at the lower of carrying value or fair value less any costs to sell such assets. The following table summarizes the valuation of our asset held for sale measured at fair value on a nonrecurring basis, of which the fair value information presented is not current but rather as of the date the impairment was recorded, while the carrying value of the asset is presented as of December 31, 2014:

Table of Contents

ICON Income Fund Nine Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, ~~2013~~2014

(unaudited)

For these derivatives, we recorded an aggregate loss of approximately $95,000 from the effective portion of changes in the fair value of the derivative designated and qualifying as a cash flow hedge in AOCI and such loss was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings and within the same line item on the consolidated statement of changes in net assets (liquidation basis) as the impact of the hedged transaction.

									Impairment Loss
									for the
	Carrying Value at		Fair Value at Impairment Date						Year Ended
	December 31, 2014		Level 1		Level 2		Level 3		December 31, 2014

Asset held for sale	$	16,850,000	$	-	$	-	$	16,850,000	$	8,310,231

The ~~table~~fair ~~below presents~~value ~~the~~at ~~effect~~impairment offor our ~~derivative~~asset ~~financial~~held ~~instruments~~for ~~designated~~sale ~~as cash~~was ~~flow~~based ~~hedging~~on ~~instruments~~fair value less cost to sell. The fair value and cost to sell was based on ~~the~~inputs ~~consolidated~~that ~~statement~~are ofgenerally ~~change~~unobservable inand ~~net~~are ~~assets~~supported by little or ~~(liquidation~~no ~~basis):~~market data and were classified within Level 3.

Location of

Amount of

Gain (Loss)

Recognized in

Income on

Amount of

Location of

Amount of

Derivatives

Gain (Loss)

(Ineffective

Recognized in

Reclassified

Portion and

Derivatives

AOCI on

from AOCI into

Amounts

Designated as

Derivatives

Income

Excluded from

Period

Hedging

(Effective

Effectiveness

Ended

Instruments

Portion)

Testing)

(Gain) Loss

on derivative

December 31,

Interest rate

Interest

financial

2013

swaps

(95,424)

expense

(133,101)

instruments

(10) Concentrations of Risk

(8) Concentrations of Risk

In the normal course of business, we are exposed to two significant types of economic risk: credit and market. Credit risk is the risk of a lessee, borrower or other counterparty’s inability or unwillingness to make contractually required payments. We have one lessee which is within one industry segment. Accordingly, we may be exposed to business and economic risk.

Market risk reflects the change in value of debt instruments, derivatives and credit facilities due to changes in interest rate spreads or other market factors. We believe that the carrying value of our investments is reasonable, taking into consideration these risks, along with estimated collateral values, payment history and other relevant information.

For the ~~year~~years ended December 31, 2014 and 2013, we had one lessee ~~that~~ that accounted for approximately 100% of our rental income.

As of December 31, 2014 and 2013, we had one aircraft that accounted for approximately 100% of our operating assets.

(911) Commitments and Contingencies

We entered into certain residual sharing and remarketing ~~agreements~~ agreements with various third parties. In connection with these agreements, ~~residual~~ residual proceeds received in excess of specific amounts may be shared with these third parties based on specific formulas. At December 31, ~~2013~~2014, no amounts were accrued related to these agreements.

1012

Item 9A. Controls and Procedures

Evaluation of disclosure controls and procedures

In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014, as well as the financial statements for our Managing Trustee, our Managing Trustee carried out an evaluation, under the supervision and with the participation of the management of our Managing Trustee, including ~~its~~ its Co-Chief Executive Officers and the Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our Managing Trustee’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~~ Principal Financial and Accounting Officer concluded that our Managing Trustee’s disclosure controls and procedures were effective.

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

Our Managing Trustee’s Co-Chief Executive Officers and Principal Financial and Accounting Officer have determined that no weakness in disclosure controls and procedures had any material effect on the accuracy and completeness of our financial reporting and disclosure included in this Annual Report on Form 10-K.

Evaluation of internal control over financial reporting

Our Managing Trustee is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our ~~Managing~~ Managing Trustee assessed the effectiveness of its internal control over financial reporting as of December 31, ~~2013~~2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in " “Internal Control — Integrated Framework"” as issued in ~~1992~~2013.

Based on its assessment, our Managing Trustee believes that, as of December 31, ~~2013~~2014, its internal control over financial reporting is effective.

Changes in internal control over financial reporting

There were no changes in our Managing Trustee’s internal control over financial reporting during the year ended December 31, ~~2013~~2014 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 Income Fund Nine Liquidating Trust

(Registrant)

By: ICON Capital, LLC

(Managing Trustee of the Registrant)

March 31, ~~2014~~2015

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)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

ICON Income Fund Nine Liquidating Trust (Registrant) By: ICON Capital, LLC (Managing Trustee of the Registrant) March 31, ~~2014~~2015 By: /s/ Michael A. Reisner Michael A. Reisner Co-Chief Executive Officer, Co-President and Director (Co-Principal Executive Officer) By: /s/ Mark Gatto Mark Gatto Co-Chief Executive Officer, Co-President and Director (Co-Principal Executive Officer) By: /s/ ~~Nicholas~~Christine AH. ~~Sinigaglia~~Yap ~~Nicholas~~Christine AH. ~~Sinigaglia~~Yap Managing Director (Principal Financial and Accounting Officer)

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants which Have Not Registered Securities Pursuant to Section 12 of the Act.

No annual report or proxy material has been sent to beneficial interest holders.

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