UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



xANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



|For the fiscal year ended |  | December 31, 2019 | 
|------------------------- |  | ----------------- | 

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 Liquidating Trust           
|------------------------------------------------------
|(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)



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
x
|--------



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 every Interactive Data File required to be submitted 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 such files).
*

|Yes ̈No
 ̈
|--------



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



|Large
accelerated filer ̈ | Accelerated
filer ̈        
|------------------------ | --------------------------
|Non-accelerated
filer ̈   | Smaller
reporting companyx
|                         | Emerging
growth company ̈  



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 ̈



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

|Yes ̈No
x
|--------



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 13, 2020 is 197,385.



DOCUMENTS INCORPORATED BY REFERENCE

None.



*ICON ECI Fund Fifteen Liquidating Trust
is the transferee of the assets and liabilities of ICON ECI Fund Fifteen, L.P. and files reports under the Commission file number
for ICON ECI Fund Fifteen, L.P., which filed a Form 15 on January 4, 2019 indicating its notice of termination of registration
and filing requirements.




















ICON ECI Fund Fifteen Liquidating Trust

Table of Contents



|                                                                                                              | Page
|------------------------------------------------------------------------------------------------------------- | ----
|Market for Registrant's Securities, Related Security Holder Matters and Issuer Purchases of Equity Securities | 1   
|Consolidated
    Balance Sheets                                                                               | 4   
|Consolidated
    Statements of Operations                                                                     | 5   
|Consolidated
    Statements of Changes in Equity                                                              | 6   
|Consolidated
    Statements of Cash Flows                                                                     | 7   
|Notes
    to Consolidated Financial Statements                                                                | 8   
|SIGNATURES                                                                                                    | 30  








Table
                                         of Contents




Item 5. Market for Registrant's Securities,
Related Security Holder Matters and Issuer Purchases of Equity Securities



Overview



|                                         | Number of              
|---------------------------------------- | -----------------------
|                                         | Beneficial Owners as of
|Title of Class                           | March 13, 2020         
|Managing Trustee (as a beneficial owner) | 1                      
|Additional beneficial owners             | 4,713                  



We, at our
Managing Trustee’s discretion, paid monthly distributions to each of our beneficial owners beginning the first month after
each such beneficial owner was admitted to the Partnership through the end of our operating period, which was on May 31, 2017.
During our liquidation period, we have paid and will continue to pay distributions in accordance with the terms of our Liquidating
Trust Agreement. We expect that distributions paid during our liquidation period will vary, depending on the timing of the sale
of our assets and/or the maturity of our investments, and our receipt of rental, finance and other income from our investments.
We paid distributions to our additional beneficial owners totaling $13,523,997 and $24,957,763 for the years ended December 31,
2019 and 2018, respectively. Additionally, we paid distributions to our Managing Trustee of $136,606 and $252,099 for the years
ended December 31, 2019 and 2018, respectively.



Our Beneficial
Interests are not publicly traded and there is no established public trading market for our Beneficial Interests. Given that it
is unlikely that any such market will develop, our Beneficial Interests are generally considered illiquid. Even if an additional
beneficial owner is able to sell our Beneficial Interests, the price received may be less than our estimated value (“Estimated
Value”) per Beneficial Interest indicated below.



Our Estimated
Value per Beneficial Interest as of December 31, 2019 (the “Valuation Date”) has been determined to be $48.32
per Beneficial Interest. The Estimated Value per Beneficial Interest is based upon the estimated fair value of our assets less
the estimated fair value of our liabilities as of the Valuation Date, divided by the total number of our Beneficial Interests outstanding
as of the Valuation Date. To the extent an investment is owned by a joint venture, we only include our share of assets and liabilities
based on our ownership percentage in such joint venture.* The information used to generate the Estimated Value per Beneficial
Interest, including, but not limited to, market information, investment and asset-level data and other information provided by
third parties, was the most recent information practically available as of the Valuation Date. This Estimated Value per Beneficial
Interest is provided to assist (i) plan fiduciaries in fulfilling their annual valuation obligations as required by The Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), and (ii) broker-dealers that participated in our offering
of Interests in meeting their customer account statement reporting obligations as required by the Financial Industry Regulatory
Authority, Inc. (“FINRA”).



The Estimated
Value per Beneficial Interest was calculated by our Managing Trustee primarily based on the fair values provided by Duff &
Phelps, LLC (“Duff & Phelps”), a third-party independent valuation and consulting firm engaged by our Managing
Trustee to provide material assistance related to the valuation of certain of our assets, as further described below. Duff &
Phelps is a global valuation and corporate finance advisor with expertise in complex valuations.



Process and Methodology



Our Managing
Trustee established the Estimated Value per Beneficial Interest as of the Valuation Date primarily based on the fair values of
our assets provided by Duff & Phelps. In arriving at its fair values, Duff & Phelps utilized valuation methodologies that
both our Managing Trustee and Duff & Phelps believe are standard and acceptable in the equipment financing industry for the
types of assets held by us. The valuations were performed in accordance with standard industry practice and the provisions of
NASD Rule 2340 and FINRA Rule 2310. The basis of the fair values provided by Duff & Phelps is in accordance with the definition
of fair value in Accounting Standards Codification 820.



*An investment described in this Item 5 may not be consolidated and presented on our consolidated balance sheet as of December
31, 2019, but rather included as part of investment in joint ventures on our consolidated balance sheet as of December 31, 2019.





1


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                                         of Contents




A summary
of the methodology used by Duff & Phelps, as well as the assumptions and limitations of its work for us and of our determination
of Estimated Value, are presented below.



Discounted Cash Flow



The discounted
cash flow (“DCF”) method was used to estimate value using the concept of the time value of money. All projected future
cash flows accruing to an asset were estimated and discounted to give their present values. The sum of all projected future cash
flows, both incoming and outgoing, comprises the net present value, which was recognized as the value or price of the cash flows.



Sales Comparison Method



The sales
comparison method compares similar assets recently sold in the market and adjusts the value for differences in the subject asset
and the comparable assets as well as for current market conditions.



Valuation of Note
Receivable



The estimated
fair value of our note receivable at the Valuation Date was derived by using the DCF method. Under the DCF method, the discount
rate reflects the risks associated with the borrower and the time value of money, and was applied to the projected cash flows associated
with the note receivable. The discounted projected cash flows included all unpaid principal, interest, and fee payments for the
scheduled term period of the note receivable. An analysis of the borrower was conducted to determine viability of payment and total
debt coverage, as well as to ascertain the borrower’s risk level, with such considerations reflected in the implied discount
rate used in discounting the cash flows.



The discount
rates used ranged from 13.1% to 16.1%.



Valuation of Investment in
Cost-Method Investees



The estimated
fair value of our investment in cost-method investees held by our joint ventures at the Valuation Date was based on a combination
of the DCF method and the sales comparison method. Under the DCF method, the discount rate reflects the risks associated with the
investee and the time value of money, and was applied to the projected cash flows associated with the operations of the investee.
The sum of all projected future cash flows included, but were not limited to, net operating cash flows of the investee discounted
to give their present values. The estimated fair value of our investment held by our joint venture in the other cost-method investee
was based on the current fair value of the net assets of the investee derived from certain methodologies, which included the sales
comparison method.



The discount
rates used ranged from 13.1% to 16.1%.



Valuation of Sales-Type Lease



The estimated
fair value of our sales-type lease at the Valuation Date was derived by applying the DCF method to projected cash flows that included
all lease payments and the sales proceeds received subsequent to December 31, 2019 upon the lessee exercising its purchase option
to acquire the vessel in 2020. Under the DCF method, the projected cash flows were discounted at the Valuation Date using discount
rates reflecting the risks associated with the asset and the time value of money.



The discount
rates used ranged from 13.49% to 16.49%.



Cash, Other Assets
and Other Liabilities



Cash, other
assets and other liabilities (collectively, “Other Net Assets”) include our share of items of tangible or monetary
value as of the Valuation Date. The fair values of Other Net Assets as of the Valuation Date were estimated by our Managing Trustee
to approximate their carrying values because of their nature or short-term maturities.





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Assumptions and
Limitations



As with any
valuation methodology, the methodologies used to determine our Estimated Value per Beneficial Interest are based upon a number
of estimates and assumptions that may prove later to be inaccurate or incomplete. Further, different market participants using
different estimates and assumptions could derive different estimated values. Our Estimated Value per Beneficial Interest may also
not represent the price that our Beneficial Interests would trade at on a national securities exchange, the amount realized in
a sale, merger or liquidation, or the amount an additional beneficial owner would realize in a private sale of our Beneficial Interests.



The Estimated
Value per Beneficial Interest calculated by our Managing Trustee is based on economic, market and other conditions and the information
available to us and Duff & Phelps as of the Valuation Date. The Estimated Value per Beneficial Interest is expected to fluctuate
over time in response to future events, including, but not limited to, changes in market interest rates, changes in economic, market
and regulatory conditions, the prospects of the asset sectors in general or in particular, or the special purpose vehicles in which
the assets may be held, rental and growth rates, returns on competing investments, changes in administrative expenses and other
costs, and the amount of distributions paid on our Beneficial Interests. The Estimated Value per Beneficial Interest may also change
as a result of changes in the circumstances of the risks associated with each investment.



There is
no assurance that the methodologies used to calculate the Estimated Value per Beneficial Interest would be acceptable to FINRA
or in compliance with guidelines promulgated under ERISA with respect to their respective reporting requirements.



Our Managing
Trustee is ultimately and solely responsible for the establishment of our Estimated Value per Beneficial Interest. In arriving
at its determination of the Estimated Value per Beneficial Interest, our Managing Trustee considered all information provided in
light of its own familiarity with our assets and liabilities and the estimated fair values recommended by Duff & Phelps.



To the extent
we cannot fully liquidate the Trust and distribute remaining cash proceeds from liquidation to our beneficial owners by March 31,
2021, our next Estimated Value per Beneficial Interest will be based upon our assets and liabilities as of December 31, 2020 and
such value will be included in our Annual Report on Form 10-K for the year ending December 31, 2020. We intend to publish an updated
Estimated Value per Beneficial Interest annually in our subsequent Annual Reports on Form 10-K to the extent they are required
to be filed with the Securities and Exchange Commission.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Consolidated Balance Sheets

(unaudited)





|                                              |  | December 31, |           
|--------------------------------------------- |  | ------------ | ----------
|                                              |  | 2019         |           
|Assets                                       
|Cash                                          |  | $            | 2,560,544 
|Net investment in notes receivable            |  |              | 1,332,874 
|Net investment in sales-type lease            |  |              | 6,786,630 
|Investment in joint ventures                  |  |              | 412,649   
|Due from Managing Trustee and affiliates, net |  |              | 419,871   
|Other assets                                  |  |              | 8,267     
|Total assets                                  |  | $            | 11,520,835
|                                              |  |              |           
|Liabilities and Equity                       
|Liabilities:                                  |  |              |           
|Deferred revenue                              |  | $            | 124,115   
|Due to Managing Trustee and affiliates, net   |  |              | -         
|Accrued expenses and other liabilities        |  |              | 539,269   
|Total liabilities                             |  |              | 663,384   
|                                              |  |              |           
|Commitments and contingencies (Note 15)       |  |              |           
|                                              |  |              |           
|Equity:                                       |  |              |           
|Beneficial owners' equity:                    |  |              |           
|Additional beneficial owners                  |  |              | 10,946,369
|Managing Trustee                              |  |              | (1,656,607
|Total beneficial owners' equity               |  |              | 9,289,762 
|Noncontrolling interests                      |  |              | 1,567,689 
|Total equity                                  |  |              | 10,857,451
|Total liabilities and equity                  |  | $            | 11,520,835





See accompanying notes to consolidated financial statements.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Consolidated Statements of Operations

(unaudited)





|                                                                                                                        |  | Years Ended December 31, |           
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ----------
|                                                                                                                        |  | 2019                     |           
|Revenue and other income:                                                                                               |  |                          |           
|Finance income                                                                                                          |  | $                        | 625,198   
|Rental income                                                                                                           |  |                          | -         
|Loss from investment in joint ventures                                                                                  |  |                          | -         
|Gain on extinguishment of debt                                                                                          |  |                          | -         
|Gain on derivative financial instruments, net                                                                           |  |                          | -         
|Lease selling profit                                                                                                    |  |                          | 208,227   
|Other income                                                                                                            |  |                          | 5,990     
|Total revenue and other income                                                                                          |  |                          | 839,415   
|                                                                                                                        |  |                          |           
|Expenses:                                                                                                               |  |                          |           
|Administrative expense reimbursements                                                                                   |  |                          | 595,541   
|General and administrative                                                                                              |  |                          | 1,040,707 
|Interest                                                                                                                |  |                          | -         
|Depreciation                                                                                                            |  |                          | 216,108   
|Loss on sale of vessel                                                                                                  |  |                          | -         
|Loss on sale of subsidiary                                                                                              |  |                          | -         
|Credit loss, net                                                                                                        |  |                          | 832,344   
|Vessel operating                                                                                                        |  |                          | 897,582   
|Total expenses                                                                                                          |  |                          | 3,582,282 
|Loss before income taxes                                                                                                |  |                          | (2,742,867
|Income tax expense                                                                                                      |  |                          | -         
|Net loss                                                                                                                |  |                          | (2,742,867
|Less: net income attributable to noncontrolling interests                                                               |  |                          | 26,604    
|Net loss attributable to Fund Fifteen Liquidating Trust                                                                 |  | $                        | (2,769,471
|                                                                                                                        |  |                          |           
|Net loss attributable to Fund Fifteen Liquidating Trust allocable to:                                                   |  |                          |           
|Additional beneficial owners                                                                                            |  | $                        | (2,741,776
|Managing Trustee                                                                                                        |  |                          | (27,695   
|                                                                                                                        |  | $                        | (2,769,471
|                                                                                                                        |  |                          |           
|Weighted average number of additional beneficial interests outstanding                                                  |  |                          | 197,385   
|                                                                                                                        |  |                          |           
|Net loss attributable to Fund Fifteen Liquidating Trust per weighted average additional beneficial interest outstanding |  | $                        | (13.89    



See accompanying notes to consolidated financial statements.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Consolidated Statements of Changes in Equity

(unaudited)



|                                       |  | Beneficial Owners' Equity        |         |  |                               |   |             |                  | 
|-------------------------------------- |  | -------------------------------- | ------- |  | ----------------------------- | - | ----------- | ---------------- | 
|                                       |  | Additional
 Beneficial Interests |         |  | Additional
 Beneficial Owners |   |             | Managing Trustee | 
|Balance, December 31, 2017             |  |                                  | 197,385 |  |                               | $ | 66,155,358  |                  | 
|Net (loss) income                      |  |                                  | -       |  |                               |   | (13,985,453 | )                | 
|Distributions                          |  |                                  | -       |  |                               |   | (24,957,763 | )                | 
|Conversion of loan to equity           |  |                                  | -       |  |                               |   | -           |                  | 
|Deconsolidation of subsidiary          |  |                                  | -       |  |                               |   | -           |                  | 
|Balance, December 31, 2018             |  |                                  | 197,385 |  |                               |   | 27,212,142  |                  | 
|Net (loss) income                      |  |                                  | -       |  |                               |   | (2,741,776  | )                | 
|Distributions                          |  |                                  | -       |  |                               |   | (13,523,997 | )                | 
|Investment by noncontrolling interests |  |                                  | -       |  |                               |   | -           |                  | 
|Balance, December 31, 2019             |  |                                  | 197,385 |  |                               | $ | 10,946,369  |                  | 



See accompanying notes to consolidated financial statements.







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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Consolidated Statements of Cash Flows

(unaudited)





|                                                                                                                          |  | Years Ended December 31, |            
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | -----------
|                                                                                                                          |  | 2019                     |            
|Cash flows from operating activities:                                                                                     |  |                          |            
|Net loss                                                                                                                  |  | $                        | (2,742,867 
|Adjustments to reconcile net loss to net cash (used in) provided by operating activities:                                 |  |                          |            
|Finance income                                                                                                            |  |                          | (369,605   
|Lease selling profit                                                                                                      |  |                          | (208,227   
|Credit loss, net                                                                                                          |  |                          | 832,344    
|Loss on sale of vessel                                                                                                    |  |                          | -          
|Loss on sale of subsidiary                                                                                                |  |                          | -          
|Gain on extinguishment of debt                                                                                            |  |                          | -          
|Loss from investment in joint ventures                                                                                    |  |                          | -          
|Depreciation                                                                                                              |  |                          | 216,108    
|Interest expense from amortization of debt financing costs                                                                |  |                          | -          
|Interest expense from amortization of seller's credit                                                                     |  |                          | -          
|Other financial gain                                                                                                      |  |                          | -          
|Paid-in-kind interest                                                                                                     |  |                          | -          
|Changes in operating assets and liabilities:                                                                              |  |                          |            
|Collection of sales-type lease                                                                                            |  |                          | 324,000    
|Other assets                                                                                                              |  |                          | 45,632     
|Deferred revenue                                                                                                          |  |                          | 124,115    
|Due from/to Managing Trustee and affiliates, net                                                                          |  |                          | (703,231   
|Accrued expenses and other liabilities                                                                                    |  |                          | 135,215    
|Net cash (used in) provided by operating activities                                                                       |  |                          | (2,346,516 
|Cash flows from investing activities:                                                                                     |  |                          |            
|Investment in joint ventures and equity-method investees                                                                  |  |                          | -          
|Investment in notes receivable                                                                                            |  |                          | (375,000   
|Distributions received from joint ventures in excess of profits                                                           |  |                          | -          
|Proceeds from sale of subsidiaries                                                                                        |  |                          | -          
|Principal received on notes receivable                                                                                    |  |                          | 8,747,004  
|Net cash provided by investing activities                                                                                 |  |                          | 8,372,004  
|Cash flows from financing activities:                                                                                     |  |                          |            
|Repayment of non-recourse long-term debt                                                                                  |  |                          | -          
|Repayment of seller's credits                                                                                             |  |                          | -          
|Payment of debt financing costs                                                                                           |  |                          | -          
|Distributions to noncontrolling interests                                                                                 |  |                          | (210,000   
|Distributions to beneficial owners                                                                                        |  |                          | (13,660,603
|Net cash used in financing activities                                                                                     |  |                          | (13,870,603
|Net decrease in cash                                                                                                      |  |                          | (7,845,115 
|Cash, beginning of year                                                                                                   |  |                          | 10,405,659 
|Cash, end of year                                                                                                         |  | $                        | 2,560,544  
|                                                                                                                          |  |                          |            
|Supplemental disclosure of cash flow information:                                                                         |  |                          |            
|Cash paid for interest                                                                                                    |  | $                        | -          
|                                                                                                                          |  |                          |            
|Supplemental disclosure of non-cash investing and financing activities:                                                   |  |                          |            
|Contribution of net investment in note and related interest receivables for consolidated joint venture interest           |  | $                        | 5,253,131  
|Contribution by noncontrolling interests                                                                                  |  | $                        | 1,751,085  
|Conversion of note payable and accrued interest due to noncontrolling interests to investment by noncontrolling interests |  | $                        | -          
|Proceeds from the sale of vessel paid directly to lender to settle non-recourse long-term debt and interest               |  | $                        | -          
|Proceeds from the sale of vessel paid directly to third-parties to settle claims                                          |  | $                        | -          
|Deconsolidation of subsidiary - noncontrolling interests                                                                  |  | $                        | -          



See accompanying notes to consolidated financial statements.







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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



|(1) | Organization
|--- | ------------



ICON ECI
Fund Fifteen Liquidating Trust (the “Liquidating Trust”), a Delaware statutory trust, was transferred all of the assets
and liabilities of ICON ECI Fund Fifteen, L.P. (the “Partnership”), a Delaware limited partnership, as of December
31, 2018. When used in these notes to consolidated financial statements, the terms “we,” “us,” “our”
or similar terms refer to (i) the Partnership and its consolidated subsidiaries for all periods prior to the transfer of the assets
and liabilities of the Partnership to the Liquidating Trust and (ii) the Liquidating Trust and its consolidated subsidiaries as
of December 31, 2018 and thereafter. The terms “Partnership” and “Liquidating Trust” are interchangeable,
as the context so requires, when used in the consolidated financial statements.



Prior to
the transfer of the assets and liabilities of the Partnership to the Liquidating Trust, the general partner of the Partnership
was ICON GP 15, LLC, a Delaware limited liability company (the “General Partner”), which is a wholly-owned subsidiary
of ICON Capital, LLC, a Delaware limited liability company (“ICON Capital”). Our General Partner managed and controlled
the Partnership’s business affairs, including, but not limited to, the Partnership’s investments in business-essential
equipment and corporate infrastructure (collectively, “Capital Assets”). The General Partner engaged ICON Capital
as the Partnership’s investment manager (the “Investment Manager”) to, among other things, facilitate the acquisition
and servicing of the Partnership’s investments.



The Liquidating
Trust is governed by a Liquidating Trust Agreement that appointed the Partnership’s Investment Manager as the managing trustee
of the Liquidating Trust (the “Managing Trustee”). The terms “Investment Manager” and “Managing Trustee”
are interchangeable, as the context so requires, when used in the consolidated financial statements. Prior to the transfer of the
assets and liabilities of the Partnership to the Liquidating Trust, the Partnership's assets included an investment in ICON Radiance,
LLC, a secured term loan to CFL Momentum Beheer B.V. and C.V. CFL Momentum (collectively, “CFL”), a secured term loan
to Lubricating Specialties Company (“LSC”), a secured term loan to four affiliates of Técnicas Maritimas Avanzadas,
S.A. de C.V. (collectively, “TMA”) and an equity investment in two affiliates of TMA. These investments, as well as
all other assets and liabilities of the Partnership, were transferred to the Liquidating Trust from the Partnership on December
31, 2018 in order to reduce expenses and to maximize potential distributions to beneficial owners of the Liquidating Trust. 
On December 31, 2018, all Interests (as defined below) were exchanged for an equal number of beneficial interests (the “Beneficial
Interests”) in the Liquidating Trust. As of December 31, 2019, the Liquidating Trust’s sole remaining portfolio investments
were the senior secured term loan to TMA and the related equity interest in two affiliates of TMA (see Notes 3 and 7) and an investment
in a sales-type lease with FWN Momentum B.V. (“FWN”) (see Note 5).



We operated
as a direct financing fund that primarily made investments in domestic and international companies, which investments were 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 Managing
Trustee believed would provide us with a satisfactory, risk-adjusted rate of return.



Our Managing
Trustee manages and controls our business affairs, including, but not limited to, our investment in joint venture and other financing
transactions. Additionally, our Managing Trustee has a 1% interest in our profits, losses, distributions and liquidation
proceeds.



Our offering
period commenced on June 6, 2011 and ended on June 6, 2013. We offered limited partnership interests (the “Interests”)
on a “best efforts” basis with the intention of raising up to $418,000,000 of capital, consisting of 420,000 Interests,
of which 20,000 Interests had been reserved for issuance pursuant to our distribution reinvestment plan (the “DRIP
Plan”). The DRIP Plan allowed limited partners to purchase Interests with distributions received from us and/or certain
of our affiliates, subject to certain restrictions.



As of July
28, 2011 (the “Initial Closing Date”), we raised a minimum of $1,200,000 from the sale of Interests, the minimum offering
amount, at which time we commenced operations. From June 6, 2011 through June 6, 2013, we sold 197,597 Interests, of which 5,961
Interests were issued at a discounted price pursuant to our DRIP Plan, to 4,644 limited partners, representing $196,688,918 of
capital contributions. During the period from the Initial Closing Date through June 6, 2013, we paid the following commissions
and fees in connection with our offering of Interests: (i) sales commissions to third parties in the amount of $13,103,139 and
(ii) dealer-manager fees in the amount of $5,749,021 to CION Securities, LLC (“CION Securities”), an affiliate of our
Managing Trustee and the dealer-manager of our offering. In addition, during such period, our General Partner and its affiliates,
on our behalf, incurred organizational and offering expenses in the amount of $2,730,919, which were recorded as a reduction of
partners’ equity.



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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



Our operating
period commenced on June 7, 2013. On April 24, 2017, we commenced a consent solicitation of our limited partners to amend and restate
our limited partnership agreement (the “Partnership Agreement”) in order to amend the definition of “operating
period” to provide for the ability of our General Partner to shorten our operating period in its sole and absolute discretion.
The consent solicitation was completed on May 24, 2017 with the requisite consents received from our limited partners. As a result,
our General Partner ended our operating period on May 31, 2017 and commenced our liquidation period on June 1, 2017. During our
liquidation period, we have sold and will continue to sell our assets and/or let our investments mature in the ordinary course
of business.



On May 30,
2017, our Managing Trustee retained ABN AMRO Securities (USA) LLC (“ABN AMRO Securities”) as its financial advisor
to assist our Managing Trustee and us in identifying, evaluating and executing a potential sale of certain shipping and offshore
energy assets included within our investment portfolio. As a result of such identification and evaluation, on September 7, 2018,
an unaffiliated third-party purchased 100% of the limited liability company interests of ICON Fugro (as defined and discussed in
further detail in Note 4).



Beneficial
owners’ capital accounts are increased for their initial capital contribution plus their proportionate share of earnings
and decreased by their proportionate share of losses and distributions. Profits, losses, distributions and liquidation proceeds
are allocated 99% to the additional beneficial owners and 1% to our Managing Trustee until each additional beneficial owner has
(a) received distributions and liquidation proceeds sufficient to reduce its adjusted capital account to zero and (b) received,
in addition, other distributions and allocations that would provide an 8% per year cumulative return, compounded daily, on its
outstanding adjusted capital account. After such time, distributions will be allocated 90% to the additional beneficial owners
and 10% to our Managing Trustee.



In accordance
with U.S. generally accepted accounting principles (“U.S. GAAP”) pertaining to transactions amongst entities under
common control, the financial condition and results of operations of the Partnership are presented as those of the Liquidating
Trust retroactively to the beginning of the earliest period presented.



|(2) | Summary of Significant Accounting Policies
|--- | ------------------------------------------



Basis of Presentation
and Consolidation



Our accompanying
consolidated financial statements have been prepared in accordance with U.S. GAAP. In the opinion of our Managing Trustee,
all adjustments, which are of a normal recurring nature, considered necessary for a fair presentation have been included.



The consolidated
financial statements include our accounts and the accounts of our majority-owned subsidiaries and other controlled entities. 
All intercompany accounts and transactions have been eliminated in consolidation.  In joint ventures where we have a controlling
financial interest, the financial condition and results of operations of the joint venture are consolidated. Noncontrolling
interest represents the minority owner’s proportionate share of its equity in the joint venture.  The noncontrolling
interest is adjusted for the minority owner’s share of the earnings, losses, investments and distributions of the joint
venture.



We account
for our noncontrolling interests in joint ventures where we have influence over financial and operational matters, generally 50%
or less ownership interest, under the equity method of accounting. In such cases, our original investments are recorded at cost
and adjusted for our share of earnings, losses and distributions. Distributions received from equity method investees are
accounted for under the cumulative earnings approach on our consolidated statements of cash flows. We account for investments in
joint ventures where we have virtually no influence over financial and operational matters using the cost method of accounting. In
such cases, our original investments are recorded at cost and any distributions received are recorded as revenue. All of our
investments in joint ventures are subject to our impairment review policy.



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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



We report
noncontrolling interests as a separate component of consolidated equity and net income or loss attributable to noncontrolling interests
is included in consolidated net income or loss. The attribution of net income or loss between controlling and noncontrolling interests
is disclosed on the accompanying consolidated statements of operations.



Net income
or loss attributable to us per weighted average additional Beneficial Interest outstanding is based upon the weighted average number
of additional Beneficial Interests outstanding during the year.



Cash and Cash Equivalents



Cash and
cash equivalents include cash in banks and highly liquid investments with original maturity dates of three months or less.



Our cash
is held at one financial institution and at times may exceed insured limits.  We have placed these funds in a high quality
institution in order to minimize risk relating to exceeding insured limits.



Debt Financing Costs



Debt financing
costs associated with a recognized debt liability were netted against the carrying amount of the related debt liability and debt
financing costs associated with a line of credit arrangement were capitalized and included as other assets. Such costs were amortized
to interest expense over the term of the debt instrument using the effective interest rate method.



Leased Equipment
at Cost



Investments
in leased equipment were stated at cost less accumulated depreciation. Leased equipment was depreciated on a straight-line basis
over the lease term, which typically ranged from 5 to 12 years, to the asset’s residual value.



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



The residual
value assumed, among other things, that the asset was utilized normally in an open, unrestricted and stable market. Short-term
fluctuations in the marketplace were disregarded and it was assumed that there was 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 was 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.



Depreciation



We recorded
depreciation expense on equipment or vessel when the asset was idle or when the lease was classified as an operating lease. In
order to calculate depreciation, we first determined the depreciable base, which was the equipment cost less the estimated residual
value at lease termination. Depreciation expense was recorded on a straight-line basis over the lease term or over the useful life
of the asset, as applicable.



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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



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 statements of operations 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
asset is less than its carrying value or (ii) the lessee is experiencing financial difficulties and it does not appear likely that
the estimated proceeds from the disposition of the asset will be sufficient to satisfy the residual position in the asset. 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.



Lease Classification
and Revenue Recognition



Each equipment
lease we enter into is classified as either a sales-type lease, a direct financing lease or an operating lease, based upon the
terms of each lease. The estimated residual value is a critical component of a lease and can directly influence the determination
of lease classification.



For sales-type
and direct financing leases, we capitalize, at lease inception, the total minimum lease payments receivable from the lessee, the
estimated unguaranteed residual value of the equipment at lease termination and the initial direct costs related to the lease to
the extent fair value of the underlying asset equals its carrying value, 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. Under a sales-type lease, selling profit, if any, arising from the lease is recognized at inception, while under a direct
financing lease, selling profit, if any, is deferred and included in net investment in direct financing leases.



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.



Notes Receivable
and Revenue Recognition



Notes receivable
are reported in our consolidated balance sheets at the outstanding principal balance, plus costs incurred to originate the loans,
net of any unamortized premiums or discounts on purchased loans. We use the effective interest rate method to recognize finance
income, which produces a constant periodic rate of return on the investment. Unearned income, discounts and premiums are amortized
to finance income in our consolidated statements of operations using the effective interest rate method. Interest receivable related
to the unpaid principal is recorded separately from the outstanding balance in our consolidated balance sheets. Upon the prepayment
of a note receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part
of finance income in our consolidated statements of operations. Our notes receivable may contain a paid-in-kind (“PIK”)
interest provision. Any PIK interest, if deemed collectible, will be added to the principal balance of the note receivable and
is recorded as income.



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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



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



Our Managing
Trustee 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 Managing Trustee 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 sales-type and direct financing leases, are limited in number, our Managing Trustee
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 Managing Trustee 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 Managing Trustee 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.



Financing
receivables are generally placed on a non-accrual status when payments are more than 90 days past due. Additionally, our Managing
Trustee periodically reviews the creditworthiness of companies with payments outstanding less than 90 days and based upon our Managing
Trustee’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
Managing Trustee deems it is probable that we will not be able to collect all contractual principal and interest on a non-performing
financing receivable, we perform an analysis to determine if a credit loss reserve is necessary. This analysis considers the estimated
cash flows from the financing receivable, 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.



Initial Direct Costs



We capitalized
initial direct costs, including acquisition fees, associated with the origination and funding of leased assets and other financing
transactions. We paid acquisition fees through the end of our operating period to our Managing Trustee of up to 2.5% of the
purchase price of the investment made in Capital Assets 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 Capital Assets over the amount of the investment, if any. The
costs of each transaction were amortized over the transaction term using the straight-line method for operating leases and the
effective interest rate method for sales-type and direct financing leases and notes receivable in our consolidated statements of
operations. Costs related to leases or other financing transactions that were not consummated were expensed in our consolidated
statements of operations.



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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



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 did not hold or issue derivative financial instruments for purposes other than hedging. Certain derivatives
did not meet the established criteria to be designated as qualifying accounting hedges, even though we believed that these were
effective economic hedges. We recognized all derivative financial instruments as either assets or liabilities on the consolidated
balance sheets and measured those instruments at fair value. Changes in the fair value of such instruments were recognized immediately
in earnings unless certain criteria were met. These criteria demonstrated that the derivative was 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 included an evaluation of the counterparty risk and the impact, if any, on the effectiveness
of the derivative. If these criteria were met, which we documented and assessed at inception and on an ongoing basis, we recognized
the changes in fair value of such instruments in accumulated other comprehensive income (loss), a component of equity on the consolidated
balance sheets. Changes in the fair value of the ineffective portion of all derivatives were recognized immediately in earnings.



Investments - Equity Method
and Cost Method



We account
for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally
50% or less ownership interest, under the equity method of accounting. In such cases, our original investments are recorded at
cost and adjusted for our share of earnings, losses and distributions. We account for our interests in entities where we have virtually no influence
over operating and financial policies under the cost method of accounting. In such cases, our original investments are recorded
at cost and any distributions received are recorded as revenue. All investments are subject to our impairment review policy.



For an investment
that is accounted for under the cost method that does not have readily determinable fair values, we measure this investment at
cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical
or a similar investment of the same issuer. At each reporting period, our Managing Trustee reassesses the appropriateness of this
methodology for this investment and performs a qualitative assessment by considering any impairment indicators. If the qualitative
assessment indicates that an investment is impaired and its fair value is less than its net carrying value, we will write down
the investment to such fair value.



Income Taxes



Prior to
the transfer of all the assets and liabilities of the Partnership to the Liquidating Trust, we were taxed as a partnership for
federal and state income tax purposes. Therefore, no provision for federal and state income taxes was recorded since the liability
for such taxes was the responsibility of each of the individual partners rather than our business as a whole. Upon the transfer
of all assets and liabilities of the Partnership to the Liquidating Trust, we continue to be taxed as a partnership for federal
and state income tax purposes and the Partnership's tax position and net operating loss carryforwards continue to be effective
for the Liquidating Trust. We are potentially subject to New York City unincorporated business tax (“UBT”), which is
imposed on unincorporated trade or business operating in New York City. The UBT is imposed for each taxable year at a rate
of 4% of taxable income allocated to New York City. Our consolidated foreign subsidiary was taxed as a corporation in
its local tax jurisdiction. We use the asset and liability method of accounting for the UBT and foreign 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. Valuation allowances are established when it is determined that it is more likely than not
that the deferred tax assets will not be realized.



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 our consolidated statements of operations.



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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



Use of Estimates



The preparation
of 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 and impairment losses. Actual results could differ from those estimates.



Recently Adopted Accounting
Pronouncements



In February
2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 previously
released revenue recognition guidance. In July 2018, FASB issued ASU No. 2018-11, Leases (“ASU 2018-11”), which
provides an additional transition method by allowing companies to initially apply the new leases standard at the adoption date
and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In addition,
ASU 2018-11 provides lessors a practical expedient to not separate non-lease components from the associated lease component under
certain circumstances. In December 2018, FASB issued ASU No. 2018-20, Leases (“ASU 2018-20”), which provides
guidance and clarification with respect to lessor accounting associated with (i) certain taxes collected from lessees, (ii) certain
lessor costs, and (iii) the recognition of variable payments for contracts with lease and non-lease components. We adopted ASU
2016-02, ASU 2018-11 and ASU 2018-20 on January 1, 2019 using the modified retrospective method, in which we applied the transition
provisions at the beginning of the period of adoption rather than at the beginning of the earliest comparative period presented.
Since we had no leasing arrangements as of January 1, 2019, the adoption of these lease standards did not result in a cumulative
effect adjustment recognized in the opening balance of retained earnings as of January 1, 2019.



Other Recent Accounting Pronouncements



In June
2016, FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”), which modifies
the measurement of credit losses by eliminating the probable initial recognition threshold set forth in current guidance, and instead
reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on
relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts
that affect the collectability of the reported amount. An entity will apply the amendments within ASU 2016-13 through a cumulative-effect
adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The adoption
of ASU 2016-13 becomes effective for us on January 1, 2023 (see below), including interim periods within that reporting period.
Early adoption is permitted. The adoption of ASU 2016-13 is not expected to have a material effect on our consolidated financial
statements.



In August
2018, FASB issued ASU No. 2018-13, Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements
for fair value measurements. The adoption of ASU 2018-13 becomes effective for us on January 1, 2020, including interim periods
within that reporting period. Early adoption is permitted. Since ASU 2018-13 only modifies disclosure requirements, this guidance
is not expected to have a material effect on our consolidated financial statements.



In November
2019, FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases (“ASU
2019-10”), which defers the effective dates of three major accounting standards for certain companies. Since we are a smaller
reporting company, the adoption date of ASU 2016-13 has been deferred to January 1, 2023. ASU 2019-10 had no impact on our adoption
date of ASU 2016-02, ASU 2018-11 and ASU 2018-20, each of which we adopted on January 1, 2019.



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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



|(3) | Net Investment in Notes Receivable
|--- | ----------------------------------



As of December
31, 2019, we had no net investment in notes receivable on non-accrual status and no net investment in notes receivable that was
past due 90 days or more and still accruing. As of December 31, 2018, we had investment in notes receivable on non-accrual status
of $23,765,625, of which $14,571,160 was reserved. See below for further details regarding our note receivable related to LSC.
As of December 31, 2018, we had net investment in notes receivable of $4,822,153, of which $170,689 was past due 90 days or more
and still accruing. See below for further details regarding our note receivable related to CFL.



Net investment in notes receivable
consisted of the following:



|                                       |  | December 31, |          
|-------------------------------------- |  | ------------ | ---------
|                                       |  | 2019         |          
|Principal outstanding (1)              |  | $            | 1,332,874
|Deferred fees                          |  |              | -        
|Credit loss reserve (2)                |  |              | -        
|Net investment in notes receivable (3) |  | $            | 1,332,874





(1)As of December 31, 2019 and 2018, total principal outstanding related to our impaired loan was $1,332,874 and $26,202,847,
respectively.

(2)As of December 31, 2018, we had a credit loss reserve of $15,490,776 related to LSC, of which $919,616 was reserved against
the accrued interest receivable included in other assets and $14,571,160 was reserved against net investment in notes receivable.

(3)As of December 31, 2019 and 2018, net investment in notes receivable related to our impaired loan was $1,332,874 and
$10,537,222, respectively.



LSC



On April
5, 2013, we made a secured term loan in the amount of $13,500,000 to LSC as part of an $18,000,000 facility. The loan bore interest
at 13.5% per year and was scheduled to mature on August 1, 2018.  The loan was secured by, among other things, a second priority
security interest in LSC’s liquid storage tanks, blending lines, packaging equipment, accounts receivable and inventory. On
December 30, 2016, we, ICON Equipment and Corporate Infrastructure Fund Fourteen Liquidating Trust (formerly, ICON Equipment and
Corporate Infrastructure Fund Fourteen, L.P.) (“Fund Fourteen”) and ICON ECI Fund Sixteen Liquidating Trust (formerly,
ICON ECI Fund Sixteen) (“Fund Sixteen”), each an entity also managed by our Managing Trustee, entered into a new secured
term loan agreement with LSC to provide a loan in the aggregate amount of $32,500,000, of which our commitment of $24,375,000 was
funded on such date. The new loan bore interest at the London Interbank Offered Rate (“LIBOR”), subject to a 1% floor,
plus 11% per year, and was for a period of four years maturing on December 30, 2020. The new loan was secured by a second priority
security interest in LSC's accounts receivable and inventory and a first priority security interest in all of LSC’s other
assets. On December 30, 2016, LSC used a portion of the proceeds from the new loan to satisfy its obligations in connection with
the prior loan by making a prepayment of $10,306,130, comprised of all outstanding principal, accrued interest and a prepayment
fee of $202,081. The prepayment fee was recognized as additional finance income.



LSC was experiencing
financial difficulties and had failed to make its quarterly in-arrears payments since July 1, 2018. During the three months ended
September 30, 2018, LSC engaged a chief restructuring officer and we were working with LSC and its stakeholders to assess LSC’s
financial condition for purposes of formulating a restructuring plan. As part of these discussions, on October 19, 2018, we, LSC
and each of its other lenders entered into forbearance agreements under which we agreed to forbear from exercising our rights under
the loan agreement as a result of LSC’s various defaults until no later than January 15, 2019 while we, LSC and each of its
other stakeholders continued negotiating a restructuring plan. In light of these developments, our Managing Trustee placed the
note receivable on non-accrual status and determined that there was doubt regarding the collectability of the note receivable.
Our Managing Trustee assessed the collectability of the note receivable by using a weighted-average of the concluded values from
a market approach and an income approach utilizing (i) an enterprise value derived from adjusted EBITDA multiples of certain comparable
public companies and of certain targeted/acquired companies and (ii) the value derived from discounted cash flows using company-specific
projections and discount rates for companies of similar size and/or risk profiles. Based on such assessment, our Managing Trustee
believed that we could potentially not be able to recover approximately $7,500,000 to $11,300,000 of the outstanding balance due
from LSC as of September 30, 2018. During the three months ended September 30, 2018, we recorded a credit loss of $10,090,776 based
on this assessment, which our Managing Trustee believed was the best estimate considering information that was then currently available.



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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



In 2019,
we, LSC and each of its other lenders amended the forbearance agreements on multiple occasions, with the last amendment extending
the forbearance period to June 4, 2019, while LSC and its advisers negotiated with a strategic buyer for the sale of all or substantially
all of LSC’s assets or outstanding equity and to allow time for such buyer to perform its due diligence investigation of
LSC. On February 15, 2019, we, Fund Fourteen and Fund Sixteen provided a “first-out” senior secured bridge loan in
the aggregate amount of $500,000 to LSC, of which our commitment was $375,000, that (i) was scheduled to mature on the termination
of the forbearance period without extension by all parties; and (ii) was secured by a first priority security interest in all of
LSC’s assets. On the same date, LSC’s senior lender also provided a “first-out” senior secured bridge loan
in the aggregate amount of $1,000,000 on the same terms and conditions as our bridge loan to LSC. In February 2019, LSC and the
buyer signed a letter of intent for the purchase of all or substantially all of LSC’s assets or outstanding equity, subject
to certain customary closing conditions, including satisfactory completion of the buyer’s due diligence investigation. On
March 7, 2019, the buyer of LSC provided a “first-out” senior secured bridge loan in the amount of $3,000,000 to LSC
for its working capital purposes while sale negotiations were ongoing that (a) was scheduled to mature on September 7, 2019 and
(b) shared priority in repayment with our and the senior lender’s bridge loans provided to LSC on February 15, 2019.



Our Managing
Trustee reassessed the collectability of the impaired loan based on these developments as well as updated appraised values of the
collateral securing our loan and determined that we could potentially not be able to recover an additional $4,500,000 to $11,783,000
of the outstanding balance due from LSC. As a result, during the three months ended December 31, 2018, we recorded an additional
credit loss of $5,400,000, which our Managing Trustee believed was the best estimate within this range considering information
that was then currently available.



On May 28,
2019, the buyer completed the purchase of substantially all of the assets of LSC and a portion of the sales proceeds was used by
LSC to repay the note receivable, of which we received $7,642,656. As a result of this repayment, an additional loss of $832,344
was recorded during the year ended December 31, 2019. In addition, we wrote off an aggregate credit loss reserve previously recognized
of $15,490,776 and the same corresponding balance related to the note and interest receivables during the year ended December 31,
2019.



As of December
31, 2018, our net investment in note receivable related to LSC was $8,100,000. During the year ended December 31, 2019, we did
not recognize any finance income. During the year ended December 31, 2018, we recognized finance income of $2,011,380, of which
no amount was recognized on a cash basis.



TMA



On July 14,
2014, we, ICON Leasing Fund Twelve Liquidating Trust (formerly, ICON Leasing Fund Twelve, LLC) (“Fund Twelve”), an
entity also managed by our Managing Trustee, and Fund Fourteen (collectively, “ICON”), entered into a secured term
loan credit facility agreement with TMA to provide a credit facility of up to $29,000,000 (the “ICON Loan”), of which
our commitment of $3,625,000 was funded on August 27, 2014 (the “TMA Initial Closing Date”). The facility was used
by TMA to acquire and refinance two platform supply vessels. At inception, the loan bore interest at LIBOR, subject to a 1% floor,
plus a margin of 17%. Upon the acceptance of both vessels by TMA’s sub-charterer on September 19, 2014, the margin was reduced
to 13%. On November 24, 2014, ICON entered into an amended and restated senior secured term loan credit facility agreement with
TMA pursuant to which an unaffiliated third party (the “Senior Lender”) agreed to provide a senior secured term loan
in the amount of up to $89,000,000 (the “Senior Loan,” and collectively with the ICON Loan, the “TMA Facility”)
to acquire two additional vessels. The TMA Facility had a term of five years from the TMA Initial Closing Date. As a result of
the amendment, the margin for the ICON Loan increased to 15% and repayment of the ICON Loan became subordinated to the repayment
of the Senior Loan. The TMA Facility is secured by, among other things, a first priority security interest in the four vessels
and TMA’s right to the collection of hire with respect to earnings from the sub-charterer related to the four vessels. As
a condition to the amendment and increased size of the TMA Facility, TMA was required to cause all four platform supply vessels
to be under contract by March 31, 2015. Due to TMA’s failure to meet such condition, TMA was in technical default and in
payment default while available cash was swept by the Senior Lender and applied to the Senior Loan in accordance with the loan
agreement. As a result, the principal balance of the Senior Loan amortized at a faster rate. In January 2016, the remaining two
previously unchartered vessels commenced employment. Our Managing Trustee assessed the collectability of the note receivable at
each reporting date, as applicable, as TMA’s credit quality slowly deteriorated and the fair market value of the collateral
decreased. During the three months ended June 30, 2017, our Managing Trustee believed it was prudent to place the note receivable
on non-accrual status. In September 2017, our Managing Trustee met with certain restructuring advisors engaged by TMA to discuss
a potential restructuring of the company. On December 26, 2017, ICON, the Senior Lender and TMA entered into a restructuring support
and lock-up agreement to commit to a restructuring of TMA’s outstanding debt obligations and to provide additional funding
to TMA, subject to execution of definitive agreements (further described below). As a result of these developments and a decrease
in fair market value of the collateral, in which we had a second priority interest, our Managing Trustee assessed the collectability
of the note receivable and recorded an aggregate credit loss of $2,615,158 for the year ended December 31, 2017.



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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



On January
5, 2018, ICON, the Senior Lender and TMA executed all definitive agreements including, without limitation, the second amended and
restated term loan credit facility agreement in connection with the restructuring of the TMA Facility (the “Second Amendment”).
Under the Second Amendment, ICON funded a total of $8,000,000 in exchange for (i) all amounts payable under the Senior
Loan would amortize at a faster rate, at which time ICON would become the senior lender and have a first priority security interest
in the four vessels and TMA’s right to the earnings generated by the vessels; and (ii) a 12.5% equity interest in two
affiliates of TMA. Also as part of the Second Amendment, ICON agreed to reduce its aggregate notes and interest receivables to $20,000,000 in
connection with the overall restructuring plan. As a result of the Second Amendment, on January 5, 2018, we funded our additional
commitment of $1,000,000, which represented our share of the total additional commitment to TMA, and our note and interest
receivables due from TMA were reduced to $2,500,000. As of January 5, 2018, of our $1,000,000 additional commitment to TMA,
(a) $450,000 represented our 12.5% share of the fair value of the 12.5% equity interest in two affiliates of TMA (see Note 7),
which was based on an independent third-party valuation and (b) the remaining $550,000 represented an additional loan to TMA.
As a result of this restructuring, during the three months ended March 31, 2018, we wrote off the allowance for credit loss of
$2,615,158 related to TMA, of which $1,064,668 was previously reserved against the accrued interest receivable and $1,550,490 was
previously reserved against our net investment in notes receivable. In addition, we also wrote off the corresponding $1,064,668
accrued interest receivable. In accordance with the Second Amendment, our restructured loan of $2,500,000 bears interest at a rate
of 12% per year and is scheduled to mature on January 5, 2021. The amended TMA Facility is secured by substantially the same
collateral that secured the TMA Facility prior to the restructuring. Since the closing of the restructuring, the ICON Loan has
been accounted for on an accrual basis.



On June 12,
2018, all of TMA’s obligations to the Senior Lender and all amounts payable under the Senior Loan were satisfied in full.
As a result, ICON became the agent and senior lender and has a first priority security interest in the four vessels and TMA’s
right to the earnings generated by the vessels. Interest was accrued as PIK interest until the Senior Loan was satisfied in full.
Upon satisfaction of the Senior Loan, (i) $131,667 of PIK interest was reclassified to principal; and (ii) the ICON Loan was being
amortized at 25% per year and together with interest, is payable quarterly in arrears. On July 5, 2018, we extended the
due date of certain payments from TMA for an additional 15 days for a fee of $3,750. Such payments were thereafter timely received
from TMA. On October 4, 2018, we extended the due date of the quarterly interest and principal payments from TMA for an additional
20 days for a fee of $5,000. The fee was timely received, but the quarterly interest and principal payments were not received from
TMA until November 9, 2018.



On April
5, 2019, we extended the due date of the quarterly interest and principal payments from TMA for an additional 25 days for a fee
of $3,125, in which all of such payments were thereafter received from TMA on or around the extended due date. During the year
ended and as of December 31, 2019, TMA was in default of its obligations under the ICON Loan and the related transaction documents
due to, among other things, TMA’s breach of certain covenants. On November 26, 2019, we advised TMA that we were placing
the ICON Loan in default, accelerating the repayment of all amounts payable under the ICON Loan and demanded that TMA and/or its
guarantors immediately repay such amounts to us. TMA and its guarantors failed to make such payments. As a result, we have further
exercised our rights under the loan agreement to (i) charge default interest on all outstanding amounts payable under the ICON
Loan; and (ii) periodically sweep a portion of the charter payments received from the sub-charterers related to the four vessels
securing the ICON Loan for the purpose of paying down all outstanding amounts owed from TMA. As of December 31, 2019, this sweeping
mechanism has allowed the principal balance of the ICON Loan to amortize at a faster rate. Simultaneously, TMA is engaging in discussions
with potential financing sources for a refinancing transaction that could enable TMA to repay the ICON Loan.



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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



As of December
31, 2019 and 2018, our net investment in note receivable related to TMA was $1,332,874 and $2,437,222, respectively. For the years
ended December 31, 2019 and 2018, we recognized finance income of $255,594 and $317,938, respectively, of which no amount
was recognized on a cash basis.



CFL



On December
20, 2016, we, Fund Fourteen and Fund Sixteen entered into a secured term loan credit facility agreement with CFL to provide a credit
facility of up to $7,400,000, of which our commitment of $5,550,000 was funded on December 21, 2016. The loan bore
interest at 8% per year and we were entitled to an equity participation fee based partly on the fair market value of
the vessel upon repayment of the loan. The loan was scheduled to mature on December 21, 2020 and was secured by, among other things,
a first priority security interest in and earnings from a motor cargo vessel. CFL and Industrial Maritime Carriers (Bermuda), Ltd.
(“IMC”), the sub-charterer of the vessel, were in default of their respective obligations under the loan documents
and the sub-charter, respectively, due to, among other things (i) CFL frequently incurred shortfalls on its quarterly payments
to us under the loan agreement; (ii) CFL’s failure to ensure the payment of, and IMC’s failure to pay, all sub-charter
payments related to the vessel directly into a designated earnings account; (iii) CFL’s failure to maintain a minimum liquidity
amount in such designated earnings account; and (iv) CFL’s failure to satisfy its financial reporting requirements under
the loan agreement. As a result, on October 5, 2018, we advised CFL that we were accelerating the repayment of all amounts payable
under the loan and demanded that CFL and/or its guarantors immediately repay such amounts to us. CFL and its guarantors failed
to make such payments. On October 22, 2018, we exercised our rights under the loan documents to assume CFL’s obligations
under the sub-charter with IMC and appointed our designee to replace CFL as the owner of the vessel solely for purposes of the
sub-charter. As a result, sub-charter payments were paid directly to us by IMC during late February to early April of 2019 to partially
satisfy amounts payable under the loan.



In January
2019, we further exercised our rights under the loan documents and appointed our designee to replace a CFL affiliate to manage
the day-to-day technical and operational activities of the vessel. In April 2019, we exercised our security rights under the loan
documents and arrested the motor cargo vessel after filing a complaint with, and receiving an order of arrest and seizure from,
the United States District Court for the Southern District of Texas (the “Court”). Shortly thereafter, we filed with
the Court a motion for judicial sale of the vessel in order for us to ultimately sell the vessel and allocate the sale proceeds
to repay all or a portion of the outstanding amounts owed by CFL under the loan. On May 30, 2019, after the Court rejected all
of CFL’s arguments made and motions filed in CFL’s attempt to prevent the sale of the vessel, the Court ordered that
the sale take place at a public auction conducted by the U.S. Marshal on June 25, 2019. At the public auction, we submitted the
minimum bid on the vessel based on credit (a non-cash bid based on our standing as a creditor of CFL with claims against the vessel).
No other party that attended the auction submitted a bid and therefore, we won the auction and ownership of the vessel. On July
10, 2019, the Court rejected additional opposition by CFL and issued an order confirming the June 25, 2019 judicial sale of the
vessel to us and ordered the U.S. Marshal to issue a bill of sale reflecting the ownership change. On July 11, 2019, the U.S. Marshal
issued a bill of sale reflecting the owner of the vessel as ICON Momentum, LLC (“ICON Momentum”), a newly-formed joint
venture owned 75% by us, 17% by Fund Fourteen and 8% by Fund Sixteen. The credit bid at the public auction, and the judicial sale
of the vessel to ICON Momentum, were all non-cash in nature. As a result, in substance, we received our proportionate share of
ownership in the vessel through ICON Momentum based on our proportionate share of the credit facility that was funded to CFL in
December 2016, with the goal of ultimately selling the vessel and allocating the sale proceeds to repay all or a portion of the
outstanding amounts owed by CFL under the loan. We did not recognize any gain or loss as part of these transactions. As of July
11, 2019, the net investment in note and interest receivables due from CFL was $5,253,131, which our Managing Trustee deemed to
be collectible through the bareboat charter that ICON Momentum entered into, as further described below. We reserve the right to
seek further recovery from CFL to the extent the cash proceeds generated from the vessel were less than the outstanding amounts
owed by CFL under the loan, as well as any vessel operating expenses and other costs we have incurred on behalf of CFL or incurred
as a result of exercising our rights against CFL and the vessel.



In
order to commence generating cash proceeds from the vessel, ICON Momentum subsequently entered into a six-month bareboat charter
with FWN and ultimately sold the vessel to FWN (see Note 5). From the time ICON Momentum took ownership of the vessel until the
bareboat charter became effective in October 2019, ICON Momentum incurred depreciation expense of $216,108.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)





Credit loss allowance
activities for the years ended December 31, 2019 and 2018 were as follows:





|Credit Loss Allowance                            
|-------------------------------------------------
|Allowance for credit loss as of December 31, 2017
|Provisions                                       
|Write-offs, net of recoveries                    
|Allowance for credit loss as of December 31, 2018
|Provisions                                       
|Write-offs, net of recoveries                    
|Allowance for credit loss as of December 31, 2019



|(4) | Leased Equipment at Cost
|--- | ------------------------



As of December
31, 2019 and 2018, we no longer had any leased equipment at cost in our portfolio. Depreciation expense related to leased equipment
at cost was $4,440,729 for the year ended December 31, 2018.



Geotechnical Drilling
Vessels



On December
23, 2015, ICON Fugro Holdings, LLC ("ICON Fugro"), 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 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 aggregate purchase price was funded by the indirect subsidiaries through
(i) $16,500,000 in cash; (ii) $91,000,000 in 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)
seller’s credits of $22,500,000. 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 could have been terminated by the indirect subsidiaries after year five.



As a result
of Fugro obtaining additional third-party financing, effective December 31, 2016, the indirect subsidiaries and the affiliates
of Fugro amended the bareboat charters to, among other things, increase the daily charter rate and provide for additional security
deposits. In anticipation of a potential breach of a financial covenant by Fugro on December 31, 2017, effective December 29, 2017,
the indirect subsidiaries and the affiliates of Fugro further amended the bareboat charters on April 6, 2018 to, among other things,
amend certain financial covenants, increase the daily charter rate and provide for additional security deposits. As part of this
amendment, ICON Fugro received a fee of $55,000.



On September
7, 2018, an unaffiliated third-party purchased 100% of the limited liability company interests of ICON Fugro for net sales proceeds
of $27,727,846. As a result, we recorded a loss on sale of $2,193,117 during the year ended December 31, 2018, which is included
in loss on sale of subsidiary on our consolidated statements of operations. Through the acquisition of the interests of ICON Fugro,
the third-party purchaser acquired ownership of the Fugro Vessels and assumed all outstanding senior debt obligations in the amount
of $72,041,666 due to ABN AMRO, Rabobank and NIBC and the seller's credit in the amount of $15,249,948 due to affiliates of
Fugro. For the year ended December 31, 2018, pre-tax income of ICON Fugro was $2,466,856, of which the pre-tax income
attributable to us was $1,850,412.



|(5) | Net Investment in Sales-Type Lease
|--- | ----------------------------------



As of December
31, 2019, we had no net investment in sales-type lease on non-accrual status and no net investment in sales-type lease that was
past due 90 days or more and still accruing. As of December 31, 2018, we did not have any equipment subject to leases in our portfolio.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



Net investment
in sales-type lease consisted of the following:



|                                   |  | December 31, 2019 |          
|---------------------------------- |  | ----------------- | ---------
|Minimum rents receivable           |  | $                 | 6,842,000
|Unearned income                    |  |                   | (55,370  
|Net investment in sales-type lease |  | $                 | 6,786,630



Motor Cargo Vessel



As a result
of (i) the continuous defaults of the secured term loan credit facility and related transaction documents by CFL; (ii) our arrest
and seizure of the motor cargo vessel in April 2019; (iii) the judicial sale of the vessel in June 2019 by way of public auction;
and (iv) the Court’s confirmation of such judicial sale in July 2019, the U.S. Marshal issued a bill of sale on July 11,
2019 reflecting ICON Momentum, a joint venture owned 75% by us, as the owner of the vessel (see Note 3). In order to commence generating
cash proceeds from the vessel, in July 2019, ICON Momentum entered into a six-month bareboat charter with FWN that (a) became effective
on October 10, 2019; (b) provided for the monthly drawdown of charter hire deposited by FWN with ICON Momentum; and (c) granted
FWN options to purchase the vessel during the charter period. Upon commencement of the charter, FWN provided (A) a charter hire
deposit of $690,000 to be drawn upon monthly by ICON Momentum to satisfy FWN’s payment of monthly charter hire, and (B) a
$150,000 non-refundable purchase option deposit to be applied to the purchase option price to acquire the vessel, to the extent
the purchase option was exercised. As of December 31, 2019, such deposits totaled $516,000 and were accounted for as liabilities.
ICON Momentum accounted for the charter as a sales-type lease and the joint venture recognized a selling profit of $208,227 on
the commencement of the charter. Total lease income recognized by the joint venture for the year ended December 31, 2019 was $114,295,
which is included in finance income on the consolidated statements of operations. Minimum rents receivable of $6,842,000, which
includes the purchase option price of $6,722,000, was all due in 2020.



On February
10, 2020, FWN exercised its option to purchase the vessel pursuant to the terms of the bareboat charter for a purchase price of
$6,722,000. No gain or loss was recognized from this sale transaction.



|(6) | Vessel
|--- | ------



On December
19, 2011, a joint venture owned 60% by us and 40% by Fund Fourteen agreed to purchase an offshore support vessel, the AMC Ambassador
(f/k/a the Lewek Ambassador), from Ezram, LLC, a wholly-owned subsidiary of Ezra Holdings Limited (“Ezra”). On December
20, 2011, the joint venture funded $9,000,000 of the purchase price through a combination of related party debt (see Note 9) and
equity from us and Fund Fourteen, with the remaining portion to be funded upon delivery of the vessel. Simultaneously with the
initial funding, the joint venture entered into a bareboat charter with a lessee for a period of nine years to commence on the
delivery date of the vessel. The lessee’s obligations were guaranteed by Ezra. The vessel was delivered on June 4, 2012 and
the purchase price was set at $24,869,000. The joint venture financed the remaining purchase price with non-recourse long-term
debt totaling $17,500,000.



In May 2016,
the lessee began paying its monthly charter payments late and all charter payments ceased since the payment due in December 2016.
During the year ended December 31, 2017, (i) the lessee and Ezra defaulted on their obligations and both filed for bankruptcy,
(ii) the bareboat charter and the time charter were both terminated by the Bankruptcy Court and (iii) we repossessed the AMC Ambassador.
We recorded credit loss of $7,271,958 during the year ended December 31, 2016 while AMC Ambassador was on lease to the lessee and
recorded an aggregate impairment loss of $3,817,962 during the year ended December 31, 2017 after we repossessed the vessel.



On June 27,
2018, we sold the AMC Ambassador to a third-party purchaser for $1,500,000. A portion of the sale proceeds was used to satisfy
in full certain third-party claims against the vessel of $555,456, with the remaining portion used to settle our non-recourse long-term
debt obligations related to the vessel. As a result, we recognized a loss on sale of vessel of $2,045,055 and recognized a gain
on extinguishment of debt of $4,764,270. Depreciation expense related to the AMC Ambassador was $154,945 for the year ended
December 31, 2018.



For the year
ended December 31, 2018, pre-tax income associated with this joint venture was $1,696,092. For the year ended December 31, 2018,
pre-tax income attributable to us associated with this joint venture was $1,017,655.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



|(7) | Investment in Joint Ventures
|--- | ----------------------------



TMA



As part of
the restructuring of our note receivable with TMA in January 2018, two joint ventures, each owned 12.5% by us, 75% by Fund Twelve
and 12.5% by Fund Fourteen, acquired a 12.5% equity interest in two affiliates of TMA. The joint ventures accounted for such equity
interest under the equity method until June 29, 2018, when the joint ventures no longer had influence over the operating and financial
policies of these two affiliates of TMA and as a result, commenced accounting for such equity interests under the cost method.



LPG Tanker Vessels



On March
21, 2014, a joint venture owned 12.5% by us, 75% by Fund Twelve and 12.5% by Fund Fourteen, through two indirect subsidiaries,
entered into memoranda of agreement to purchase two LPG tanker vessels, the EPIC Bali and the EPIC Borneo (f/k/a the SIVA Coral
and the SIVA Pearl, respectively) (collectively, the “EPIC Vessels”), from Foreguard Shipping I Global Ships Ltd.
(f/k/a Siva Global Ships Limited) (“Foreguard Shipping”) for an aggregate purchase price of $41,600,000. The EPIC Bali
and the EPIC Borneo were delivered on March 28, 2014 and April 8, 2014, respectively. The EPIC Vessels were bareboat chartered
to an affiliate of Foreguard Shipping for a period of eight years upon the delivery of each respective vessel. The EPIC Vessels
were each acquired for approximately $3,550,000 in cash, $12,400,000 of financing through a senior secured loan from DVB Group
Merchant Bank (Asia) Ltd. (“DVB Asia”) and $4,750,000 of financing through a subordinated, non-interest-bearing seller’s
credit. Our contribution to the joint venture was $1,022,225. On December 26, 2017, the indirect subsidiaries amended the bareboat
charters with Foreguard Shipping to, among other things, waive the continuing event of default and increase the monthly charter
hire payable by Foreguard Shipping for each vessel. In addition, Foreguard Shipping paid an aggregate amendment fee of $1,087,512.
On December 26, 2017, the indirect subsidiaries also amended the loan agreement with DVB Asia to, among other things, waive the
continuing event of default and provide for an aggregate partial prepayment on the senior secured loan of $1,240,000.



As part of
our Managing Trustee’s and ABN AMRO Securities’ efforts to identify and execute the sale of certain of our shipping
and offshore energy assets, a price indicator from a potential purchaser triggered an impairment assessment on our investment in
this joint venture. As a result of such assessment, our Managing Trustee believed that the loss in value of this investment was
other than a temporary decline and as a result, determined to record an impairment loss of $231,000 on our investment in joint
venture related to Foreguard Shipping during the year ended December 31, 2017.



On February
14, 2018, Foreguard Shipping purchased the EPIC Vessels from the indirect subsidiaries for an aggregate purchase price of $32,412,488.
As a result, the bareboat charters were terminated. A portion of the proceeds from the sale of the EPIC Vessels was used to satisfy
in full the seller's credit to Foreguard Shipping and the related outstanding non-recourse long-term debt obligations to DVB Asia.
As a result, the joint venture recorded a loss of $3,018,839, of which our share was $377,355. The loss was primarily
due to (i) the seller’s credit, which was satisfied in full at its maturity amount of $9,500,000 rather than its then-present
value of $7,355,183 recorded on the joint venture’s books prior to the sale, and (ii) the write-off of the remaining unamortized
indirect costs.



Offshore Supply Vessel



On June 12,
2014, a joint venture owned 12.5% by us, 75% by Fund Twelve and 12.5% by Fund Fourteen purchased an offshore supply vessel from
Pacific Crest Pte. Ltd. (“Pacific Crest”) for $40,000,000. Simultaneously, the vessel was bareboat chartered to Pacific
Crest for ten years. The vessel was acquired for approximately $12,000,000 in cash, $26,000,000 of financing through a senior secured
loan from DVB Asia and $2,000,000 of financing through a subordinated, non-interest-bearing seller’s credit. Our contribution
to the joint venture was $1,617,158.



Since July
2017, Pacific Crest failed to make its monthly charter payments and our Managing Trustee was advised in July 2017 that Pacific
Crest was engaged in discussions with its lenders regarding a potential restructuring of its outstanding debt obligations. As a
result, commencing July 1, 2017, the joint venture ceased recognizing rental income on the lease. During the year ended December
31, 2017, the joint venture performed impairment tests on the vessel and recorded an aggregate impairment loss of $19,295,230,
of which we were only allocated $1,758,641 as our investment in the joint venture was written down to zero.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



On April
20, 2018, the joint venture and DVB Asia entered into an agreement (the “DVB Asia Agreement”) under which the parties
agreed (i) to cooperate to market and sell the offshore supply vessel, (ii) on the application of any future payments that may
be received by the joint venture from Pacific Crest and/or Pacific Radiance Ltd. (“Pacific Radiance”), the guarantor
of Pacific Crest’s obligations under the bareboat charter related to the vessel, in settlement of all obligations and liabilities
of Pacific Crest and Pacific Radiance under the bareboat charter and the guaranty, respectively, and (iii) on the application of
the sale proceeds from any future sale of the vessel. On December 18, 2018, the joint venture and DVB Asia entered into an addendum
to the DVB Asia Agreement (the “DVB Asia Addendum”) under which the joint venture agreed to continue providing certain
administrative and operational services related to the vessel until the earlier of the sale of the vessel and March 14, 2019. DVB
Asia agreed to reimburse the joint venture (a) for such administrative services in an amount not to exceed $16,500, and (b) for
all operational and technical management costs related to the vessel.



On May 14,
2018, the joint venture entered into a settlement agreement with Pacific Crest, Pacific Radiance and DVB Asia under which, among
other things, (i) the parties agreed to terminate the bareboat charter and the joint venture released Pacific Crest and Pacific
Radiance from all obligations and liabilities under the bareboat charter and the guaranty, respectively, in each case upon the
joint venture’s receipt of a $1,000,000 payment from Pacific Crest, a portion of which was used to make a partial repayment
on the outstanding debt to DVB Asia; (ii) the parties agreed to cooperate to market and sell the offshore supply vessel; and (iii)
Pacific Crest released the joint venture from its obligation to repay the seller's credit and Pacific Crest continued to maintain
the vessel in its then current condition until December 15, 2018. Effective December 16, 2018, we engaged the existing
ship management company for the vessel, with costs to be reimbursed by DVB Asia under the DVB Asia Addendum. On May 18, 2018, the
joint venture received the $1,000,000 payment from Pacific Crest, of which (a) the joint venture was allocated $566,667, of which
our share was $70,833 and (b) the remaining $433,333, net of any reimbursement from DVB Asia pursuant to the DVB Asia Agreement
and the DVB Asia Addendum, was applied toward the repayment of the joint venture’s outstanding non-recourse debt to DVB Asia.
As a result, the joint venture recognized $1,000,000 of income as part of this arrangement, of which our share was $125,000.



On May 16,
2018, Pacific Radiance and its subsidiaries (including Pacific Crest) made applications to the Singapore High Court seeking interim
protection against legal proceedings and other claims as they sought to restructure their outstanding debt obligations with stakeholders.
On June 11, 2018, the Court granted such protection to Pacific Radiance and its subsidiaries (including Pacific Crest) until December
2018, which was further extended on multiple occasions in 2019.



On June 4,
2018, the joint venture entered into an exclusivity agreement with a potential purchaser of the offshore supply vessel under which
the joint venture agreed to exclusively negotiate with such potential purchaser for the sale of the vessel to permit the potential
purchaser to bid on a bareboat charter that if accepted, would have employed the offshore supply vessel. In exchange for exclusivity,
the potential purchaser paid a $25,000 nonrefundable fee to the joint venture. The exclusivity agreement expired and the joint
venture was informed by the potential purchaser that it would not proceed with the purchase of the vessel.



As a result
of the termination of the bareboat charter, the joint venture reclassified the offshore supply vessel from leased equipment at
cost to vessel on its consolidated balance sheet as of June 30, 2018 at the then net carrying value of $5,400,000. During
the remainder of 2018, the joint venture continued to work with DVB Asia, Pacific Crest and Pacific Radiance to identify sale opportunities.
On December 11, 2018, the joint venture signed a memorandum of agreement to sell the vessel to a third-party purchaser, subject
to satisfaction of closing conditions. Based on offers received from potential purchasers through prior negotiations, and the agreed
upon purchase price pursuant to the memorandum of agreement, our Managing Trustee performed impairment tests and determined that
the joint venture should record an aggregate impairment loss of $10,611,836 during the year ended December 31, 2018, of which no
loss was allocated to us as our investment in joint venture was previously written down to zero.



Upon the
satisfaction of all closing conditions, on March 11, 2019, the joint venture sold the vessel to the third-party purchaser for $2,300,000
in accordance with the memorandum of agreement and incurred selling costs of $178,614. The joint venture recorded a gain of $43,386
as a result of the sale. In addition, the joint venture recognized a gain on extinguishment of debt of $16,340,934 in May 2019
by using its remaining cash on hand, inclusive of the net sale proceeds from the vessel, to pay down a portion of the outstanding
debt obligations, with DVB Asia forgiving the repayment of the joint venture’s remaining outstanding debt obligations. We
were not allocated any gain from the sale of the vessel or from the gain on extinguishment of debt during the year ended December
31, 2019 as our investment in joint venture was previously written down to zero and our share of such gains did not exceed our
share of losses previously not recognized.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



|(8) | Non-Recourse Long-Term Debt
|--- | ---------------------------



As of December
31, 2019 and 2018, we had no non-recourse long-term debt obligations. All of our non-recourse long-term debt obligations consisted
of notes payable in which the lender had a security interest in the underlying assets. If the borrower defaulted on the underlying
lease or loan, resulting in our default on the non-recourse long-term debt, the assets could have been foreclosed upon and the
proceeds would have been remitted to the lender in extinguishment of that debt.



On June 4,
2012, a joint venture owned 60% by us and 40% by Fund Fourteen drew down on its loan facility with DVB Bank SE (“DVB SE”)
in the amount of $17,500,000 at a fixed rate of 4.997% to partly finance the purchase of the AMC Ambassador. On June 27, 2018,
the remaining portion of the proceeds from the sale of the AMC Ambassador of $944,544 was used to settle our non-recourse debt
obligations to DVB SE. As a result, we recognized a gain on extinguishment of debt of $4,764,270 after amortizing the remaining
deferred financing costs.



We, through
two indirect subsidiaries, partly financed the acquisition of the Fugro Vessels by entering into a non-recourse facility agreement
with ABN AMRO, Rabobank and NIBC in the aggregate amount of $91,000,000. The senior secured loans bore interest at LIBOR plus 2.95%
per year and were scheduled to mature on December 31, 2020. On February 8, 2016, the indirect subsidiaries entered into interest
rate swap agreements to effectively fix the interest rate of the senior secured loans from a variable rate of LIBOR plus 2.95%
per year to a fixed rate of 4.117% per year. As part of amending the bareboat charters with the affiliates of Fugro, the indirect
subsidiaries amended the facility agreement with ABN AMRO, Rabobank and NIBC to, among other things, increase the interest rate
on the senior secured loans to share the economic benefits of the amended bareboat charters (see Note 4). As a result, the interest
rate on the senior secured loans increased twice to a maximum of LIBOR plus 3.7%, without modifying the interest rate swap agreements.



On September
7, 2018, as part of the sale of 100% of the limited liability company interests of ICON Fugro, the unaffiliated third-party purchaser
assumed all outstanding senior debt obligations of $72,041,666 to ABN AMRO, Rabobank and NIBC associated with the Fugro Vessels.



As of December 31,
2019 and 2018, we had no capitalized net debt financing costs. For the year ended December 31, 2018, we recognized interest
expense of $345,329 related to the amortization of debt financing costs associated with our non-recourse long-term debt.



|(9) | Transactions with Related Parties
|--- | ---------------------------------



We entered
into agreements with our Managing Trustee and CION Securities whereby we paid or pay certain fees and reimbursements to these parties.
CION Securities was entitled to receive a 3.0% dealer-manager fee from the gross proceeds from sales of our Interests.



We paid our
Managing Trustee (i) a management fee of up to 3.50% of the gross periodic payments due and paid from our investments and (ii)
acquisition fees, through the end of our operating period, of up to 2.50% of the total purchase price (including indebtedness incurred
or assumed therewith) of, or the value of the Capital Assets secured by or subject to, each of our investments. Effective July
1, 2016, our Managing Trustee reduced its management fee by 50% (up to 1.75% of the gross periodic payments due and paid from our
investments). Effective December 1, 2017, our Managing Trustee waived all future management fees.



In addition,
we reimbursed our Managing Trustee and its affiliates for organizational and offering expenses incurred in connection with our
organization and offering. The reimbursement of these expenses was capped at the lesser of 1.44% of the gross offering proceeds
and the actual costs and expenses incurred by our Managing Trustee and its affiliates. Our Managing Trustee also has a 1%
interest in our profits, losses, distributions and liquidation proceeds.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



In addition,
our Managing Trustee and its affiliates are reimbursed for administrative expenses incurred in connection with our operations.
Administrative expense reimbursements are costs incurred by our Managing Trustee or its affiliates that are necessary to our operations.
These costs include our Managing Trustee’s and its affiliates’ legal, accounting, investor relations and operations
personnel costs, as well as professional fees and other costs that are charged to us based upon the percentage of time such personnel
dedicate to us. Excluded are salaries and related costs, office rent, travel expenses and other administrative costs incurred by
individuals with a controlling interest in our Managing Trustee.



We paid distributions
to our Managing Trustee of $136,606 and $252,099 for the years ended December 31, 2019 and 2018, respectively. Our Managing
Trustee’s interest in our net loss was $27,695 and $141,267 for the years ended December 31, 2019 and 2018, respectively.



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



|                  |  |                         |  |                                           |  | Years Ended December 31, |        
|----------------- |  | ----------------------- |  | ----------------------------------------- |  | ------------------------ | -------
|Entity            |  | Capacity                |  | Description                               |  | 2019                     |        
|ICON Capital, LLC |  | Managing Trustee        |  | Administrative expense reimbursements (1) |  | $                        | 595,541
|Fund Fourteen     |  | Noncontrolling interest |  | Interest expense (1)                      |  |                          | -      
|                  |  |                         |  |                                           |  | $                        | 595,541



(1)  Amount
charged directly to operations.



At December 31,
2019 and 2018, we had a net receivable (payable) of $419,871 and ($283,360), respectively, due from/to our Managing Trustee and
affiliates. At December 31, 2019, the receivable primarily consisted of a joint venture distribution of $629,985 due from Fund
Sixteen, partially offset by a payable of $209,899 due to our Managing Trustee for administrative expense reimbursements. At December
31, 2018, the payable primarily consisted of administrative expense reimbursements due to our Managing Trustee.



During the
year ended December 31, 2018, as a result of the sale of the AMC Ambassador by a joint venture owned 60% by us in 2018 (see Note
6), the balance of the note payable and related accrued interest of $3,551,674 due to Fund Fourteen related to its 40% noncontrolling
interest in the joint venture was converted to investment by noncontrolling interests.



|(10) | 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 did not hold or issue derivative financial instruments for purposes other than hedging. Certain derivatives
did not meet the established criteria to be designated as qualifying accounting hedges, even though we believed that they were
effective economic hedges.



We recognized
all derivative financial instruments as either assets or liabilities on our consolidated balance sheets and measured those instruments
at fair value. Changes in the fair value of such instruments were recognized immediately in earnings unless certain criteria were
met. These criteria demonstrated that the derivative was 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
included an evaluation of the counterparty risk and the impact, if any, on the effectiveness of the derivative. If these criteria
were met, which we documented and assessed at inception and on an ongoing basis, we recognized 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 were 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.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



Interest Rate Risk



Our objectives
in using interest rate derivatives were 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 was to match the projected future cash flows with
the underlying debt service. Each interest rate swap 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.



Counterparty Risk



We managed
exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that we had with any
individual bank and through the use of minimum credit quality standards for all counterparties. We did not require collateral or
other security in relation to derivative financial instruments. Since it was our policy to enter into derivative contracts only
with banks of internationally acknowledged standing, the counterparty risk was considered to be remote.



Credit Risk



Derivative
contracts may have contained credit-risk related contingent features that could have triggered a termination event, such as maintaining
specified financial ratios. In such case, we would have been required to settle our obligations.



Non-designated Derivatives



On February
8, 2016, we entered into two interest rate swaps with ABN AMRO that were not designated and did not qualify as cash flow hedges.
These interest rate swaps were not speculative and were 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 were recorded directly in earnings, which was included in gain on derivative financial instruments on
our consolidated statements of operations. On September 7, 2018, as part of the sale of 100% of the limited liability company interests
of ICON Fugro, the unaffiliated third-party purchaser assumed the two interest rate swaps. As a result, as of September 30, 2018,
we no longer held any derivative financial instruments.



Our derivative
financial instruments not designated as hedging instruments generated a gain on derivative financial instruments on our consolidated
statements of operations for the year ended December 31, 2018 of $974,692.



|(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.
| | - | ------------------------------------------------------------------------------------------------------



Assets for which
Fair Value is Disclosed



Our fixed-rate
note receivable, for which fair value is required to be disclosed, was 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. 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, approximates fair value due
to their short-term maturities.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



The estimated
fair value of our fixed-rate note receivable was based on the discounted value of future cash flows related to the loan at inception,
adjusted for changes in certain variables, including, but not limited to, credit quality, industry, financial markets and other
recent comparables.





|                                                    |  | December 31, 2019 |          
|--------------------------------------------------- |  | ----------------- | ---------
|                                                    |  | Carrying Value    |          
|Principal outstanding on fixed-rate note receivable |  | $                 | 1,332,874



|(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 since the liability for such taxes is the responsibility of each of the individual beneficial owners rather than our business
as a whole. However, the Taiwan branch of our direct wholly-owned subsidiary, ICON Taiwan Semiconductor, LLC (the "Inotera
Taiwan Branch"), was taxed as a corporation under the laws of Taiwan, Republic of China. The Taiwan corporate income tax rate
was 19.0% for 2019. We sold our revenue-generating asset owned by the Inotera Taiwan Branch in 2016 and we liquidated and dissolved
the Inotera Taiwan Branch in 2018. As a result, no future income tax expense or benefit is expected. Under the laws of Taiwan,
Republic of China, the Inotera Taiwan Branch is subject to income tax examination for the 2014 tax year and subsequent tax years.
We have not identified any material uncertain tax positions related to the Inotera Taiwan Branch as of December 31, 2019.



The components
of loss before income taxes were:





|                         |  | Years Ended December 31, |           
|------------------------ |  | ------------------------ | ----------
|                         |  | 2019                     |           
|Non-taxable (1)          |  | $                        | (2,742,867
|Taxable (1)              |  |                          | -         
|Loss before income taxes |  | $                        | (2,742,867



(1)The distinction between taxable and non-taxable activities was determined based on the
location of the relevant taxing authorities.



We are potentially
subject to UBT, which is imposed on unincorporated trade or business operating in New York City. The UBT is imposed for each taxable
year at a rate of 4% of taxable income allocated to New York City. We use the asset and liability method of accounting for UBT
and foreign 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. Valuation allowances are established when it is determined
that it is more likely than not that the deferred tax assets will not be realized.



Deferred tax assets were comprised
of the following:





|                                 |  | December 31, |           
|-------------------------------- |  | ------------ | ----------
|                                 |  | 2019         |           
|Deferred tax assets:             |  |              |           
|Net operating loss carryforwards |  | $            | 1,668,929 
|Unused credit loss deductions    |  |              | -         
|Valuation allowance              |  |              | (1,668,929
|Total net deferred tax assets    |  | $            | -         





Net operating
losses generated during 2018 and onwards from UBT are available to offset only 80% of taxable income each year with indefinite
carryforward periods. Net operating losses generated before 2018 from UBT are permitted to carry forward for 20 years and are due
to expire at various dates, but no later than 2038. The unused net operating losses generated before 2018 are not subject to the
80% limitation of taxable income.





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)



In February
2019, we reached a settlement with the City of New York Department of Finance (the “City”) related to its UBT audit
for the 2013 tax year. During 2019, the City commenced a new UBT audit for the 2014 through 2016 tax years. In December 2019, we
reached a settlement with the City covering all three tax years from 2014 through 2016. During the same month, we paid for such
UBT taxes, including amounts covering interest and penalties, where applicable. Tax years that remain open for examination include
2017 and 2018. 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.



|(13) | 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 borrower, lessee or other counterparty’s inability or unwillingness to make contractually required payments. 
Concentrations of credit risk with respect to borrowers, lessees or other counterparties are dispersed across different industry
segments within the United States and throughout the world.



Market risk
reflects the change in the 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.



At times,
our cash may exceed insured limits. We have placed these funds in a high-quality institution in order to minimize the risk of loss
relating to exceeding insured limits.



For the year
ended December 31, 2019, we had one lessee and two borrowers that accounted for 100% of our finance
income and lease selling profit. For the year ended December 31, 2018, we had one lessee and one borrower that
accounted for 93.3% of our rental and finance income. No other lessees or borrowers accounted for more than 10.0% of
our rental and finance income.



As of December 31,
2019, we had one lessee and one borrower that accounted for 70.5% of total assets. As of December 31,
2018, we had two borrowers that accounted for 48.9% of total assets.



|(14) | Geographic Information
|---- | ----------------------



Geographic
information for revenue, long-lived assets and other assets deemed relatively illiquid, based on the country of origin, was as
follows:







|                     |  | Year Ended December 31, 2019 |  
|-------------------- |  | ---------------------------- | -
|                     |  | North America                |  
|Revenue:             |  |                              |  
|Finance income       |  | $                            | -
|Lease selling profit |  | $                            | -
|                     |  |                              |  



|                                   |  | At December 31, 2019 |  
|---------------------------------- |  | -------------------- | -
|                                   |  | North America        |  
|Long-lived assets:                 |  |                      |  
|Net investment in notes receivable |  | $                    | -
|Net investment in sales-type lease |  | $                    | -
|Investment in joint ventures       |  | $                    | -



(a)Vessels are generally free to trade worldwide





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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)





|                                                |  | Year Ended December 31, 2018 |          
|----------------------------------------------- |  | ---------------------------- | ---------
|                                                |  | North America                |          
|Revenue:                                        |  |                              |          
|Finance income                                  |  | $                            | 2,011,380
|Rental income                                   |  | $                            | -        
|Income (loss) from investment in joint ventures |  | $                            | 356      
|                                                |  |                              |          



|                                   |  | At December 31, 2018 |          
|---------------------------------- |  | -------------------- | ---------
|                                   |  | North America        |          
|Long-lived assets:                 |  |                      |          
|Net investment in notes receivable |  | $                    | 8,100,000
|Investment in joint ventures       |  | $                    | -        



(a)Vessels are generally free to trade worldwide



|(15) | 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 Managing Trustee 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 addition, at times we may seek to enforce our rights under a personal guaranty in
order to collect amounts from the guarantor that are owed to us by a defaulting borrower or lessee. Gain contingencies may arise
from enforcement of such guaranty, but are not recognized until realizable.



|(16) | Income Tax Reconciliation
|---- | -------------------------



At December 31,
2019 and 2018, the beneficial owners’ equity included in the consolidated financial statements totaled $9,289,762 and $25,719,836,
respectively. Our beneficial owners’ equity for federal income tax purposes at December 31, 2019 and 2018 totaled $15,750,137
and $50,615,370, respectively. The difference arises primarily from sales and offering expenses reported as a reduction in
the additional beneficial owners’ capital accounts for financial reporting purposes, but not for federal income tax reporting
purposes, and differences in credit loss, depreciation and amortization, state income tax, and taxable income or loss attributable
to noncontrolling interests and from joint ventures, between financial reporting purposes and federal income tax purposes.



The following
table reconciles net loss attributable to us for financial statement reporting purposes to net (loss) income attributable to us
for federal income tax purposes for the years ended December 31, 2019 and 2018:



|                                                                                                 |  | Years Ended December 31, |            
|------------------------------------------------------------------------------------------------ |  | ------------------------ | -----------
|                                                                                                 |  | 2019                     |            
|Net loss attributable to Fund Fifteen Liquidating Trust per consolidated financial statements    |  | $                        | (2,769,471 
|Taxable loss from joint ventures                                                                 |  |                          | (1,515,828 
|Taxable gain on sale of investment in joint venture                                              |  |                          | -          
|State income tax                                                                                 |  |                          | (122,932   
|Credit loss                                                                                      |  |                          | (16,585,241
|Taxable income attributable to noncontrolling interests                                          |  |                          | 26,604     
|Other                                                                                            |  |                          | (183,082   
|Net (loss) income attributable to Fund Fifteen Liquidating Trust for federal income tax purposes |  | $                        | (21,149,950





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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, 2019, our Managing Trustee carried out
an evaluation, under the supervision and with the participation of the management of our Managing Trustee, including 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
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
Trustee assessed the effectiveness of its internal control over financial reporting as of December 31, 2019. 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 2013.



Based on
its assessment, our Managing Trustee believes that, as of December 31, 2019, 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, 2019 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 ECI Fund Fifteen Liquidating
    Trust |                                     
|------------------------------------------- | ------------------------------------
|(Registrant)                                |                                     
|                                            |                                     
|By:                                         | ICON Capital, LLC                   
|                                            | (Managing Trustee of the Registrant)
|                                            |                                     
|March 16, 2020                              |                                     



|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 ECI Fund Fifteen Liquidating Trust |                                                                                       
|--------------------------------------- | --------------------------------------------------------------------------------------
|(Registrant)                            |                                                                                       
|                                        |                                                                                       
|By:                                     | ICON Capital, LLC                                                                     
|                                        | (Managing Trustee of the Registrant)                                                  
|                                        |                                                                                       
|March 16, 2020                          |                                                                                       
|                                        |                                                                                       
|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/ Christine H. Yap                                                                  
|                                        | Christine H. 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
owners.





30