UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K[x]
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
  OF 1934For
  the fiscal year ended
 December 31, 2014or[ 
  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934For the transition period from
 
 toCommission
  file number
 000-50217ICON Income
  Fund Nine Liquidating Trust(Exact name of registrant as specified in its
  charter)Delaware
 
 80-6245802(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:NoneSecurities registered pursuant to Section 12(g) of
  the Act:NoneIndicate
  by check mark if the registrant is a well-known seasoned issuer, as defined
  in Rule 405 of the Securities Act.Yes ☐    No☑Indicate
  by check mark if the registrant is not required to file reports pursuant to
  Section 13 or Section 15(d) of the Act.*Yes ☐    No ☐Indicate
  by check mark whether the registrant (1) has filed all reports required to be
  filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such filing
  requirements for the past 90 days.*Yes☐No ☐Indicate by check mark whether the registrant has
  submitted electronically and posted on its corporate Web site, if any, every
  Interactive Data File required to be submitted and posted pursuant to Rule
  405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
  months (or for such shorter period that the registrant was required to submit
  and post such files).Yes ☐    No ☐Indicate by check mark if disclosure of delinquent
  filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
  not contained herein, and will not be contained, to the best of registrant’s
  knowledge, in definitive proxy or information statements incorporated by
  reference in Part III of this Form 10-K or any amendment to this Form 10-K.☑Indicate
  by check mark whether the registrant is a large accelerated filer, an
  accelerated filer, a non-accelerated filer, or a smaller reporting company. 
  See the definitions of “large accelerated filer,” “accelerated filer” and
  “smaller reporting company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☐
 Accelerated filer ☐Non-accelerated filer ☐ (Do not check if a
  smaller reporting company)
 Smaller reporting company☑Indicate
  by check mark whether the registrant is a shell company (as defined in Rule
  12b-2 of the Act).Yes ☐    No☑State
  the aggregate market value of the voting and non-voting common equity held by
  non-affiliates computed by reference to the price at which the common equity
  was last sold, or the average bid and asked price of such common equity, as
  of the last business day of the registrant’s most recently completed second
  fiscal quarter:Not applicable.There is no established market for
  the beneficial interests of the registrant.Number of outstanding beneficial interests of the registrant
  on March 27, 2015 is 97,955.DOCUMENTS
  INCORPORATED BY REFERENCENone.
  
  *ICON Income Fund Nine
  Liquidating Trust is the transferee of the assets and liabilities of ICON
  Income Fund Nine, LLC and files reports under the Commission file number for
  ICON Income Fund Nine, LLC, which filed a Form 15 on January 29, 2013,
  indicating its notice of termination of registration and filing requirements.


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ICON Income Fund Nine Liquidating
Trust Table of Contents   PageConsolidated Statements of Net
  (Liabilities) Assets
 1Consolidated Statements of Changes in
  Net (Liabilities) Assets
 2Consolidated Statements of Cash Flows
 3Notes to Consolidated Financial
  Statements
 4Signatures
 14


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


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Table of Contents ICON Income Fund Nine Liquidating Trust (A Delaware
Statutory Trust) Consolidated Statements of Changes in Net
(Liabilities) Assets (unaudited)  For the Period from January 23, 2013
  (Commencement of Operations) through December 31, 2013Year EndedDecember 31, 2014Revenue:Rental income
 $
 4,343,385
 
 $
 4,405,552Finance income
 
 -
 
 
 172,075Net gain on
  sales of equipment
 
 -
 
 
 154,125Interest and
  other income
 
 10
 
 
 133,493Total revenue
 
 4,343,395
 
 
 4,865,245Expenses:General and
  administrative
 
 976,134
 
 
 754,886Loss on
  derivative financial instruments
 
 -
 
 
 95,424Interest
 
 40,016
 
 
 1,218,656Depreciation
 
 4,155,862
 
 
 3,899,731Impairment loss
 
 8,310,231
 
 
 -Other operating
  expenses
 
 1,948
 
 
 78,622Total expenses
 
 13,484,191
 
 
 6,047,319Net loss
 
 (9,140,796)
 
 
 (1,182,074)Unrealized
  losses on interest rate swaps reclassified to net loss
 
 -
 
 
 133,101Net assets,
  beginning of year
 
 8,767,913
 
 
 9,816,886Net
  (liabilities) assets, end of year
 $
 (372,883)
 
 $
 8,767,913See accompanying notes to consolidated
  financial statements.
  2


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


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Table of Contents ICON Income Fund Nine Liquidating Trust (A Delaware Statutory
Trust) Notes to
Consolidated Financial Statements December 31,
2014 (unaudited)
 (1)     Purpose
of Liquidating Trust  ICON Income Fund Nine Liquidating Trust
(the “Liquidating Trust”), a Delaware statutory trust, was formed on January
23, 2013 (the “Commencement of Operations”). When used in these notes to
consolidated financial statements, the terms “we,” “us,” “our” or similar terms
refer to the Liquidating Trust and its consolidated subsidiaries.  We are
governed by a Liquidating Trust Agreement that appointed ICON Capital, LLC, a
Delaware limited liability company formerly known as ICON Capital Corp., as our
managing trustee (the “Managing Trustee”).  Our two assets are an investment in ICON
Aircraft 128 LLC (“ICON 128”) and an interest in a joint venture, ICON Aircraft
126 LLC (“ICON 126”). These investments, as well as all other assets and
liabilities of ICON Income Fund Nine, LLC (“Fund Nine”), were transferred to us
as of January 23, 2013 in order to reduce the expenses incurred by Fund Nine
and to maximize potential distributions to beneficiaries. On January 23, 2013,
all shares of limited liability company interests in Fund Nine were exchanged
for an equal number of our beneficial interests.  (2)       Summary of
Significant Accounting Policies  Basis of Presentation and Consolidation  In April 2013, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
2013-07,Liquidation Basis of Accounting(“ASU 2013-07”),which,
among other things, clarifies when an entity should applythe liquidation basis of accounting. The
standard states that if a plan for liquidation was specified in the entity’s
governing documents since its inception, the entity should apply the
liquidation basis of accounting only if the approved plan for liquidation
differs from the plan for liquidation that was specified at the entity’s inception.
ASU 2013-07 is effective for entities during annual reporting periods beginning
after December 15, 2013. While the manager of Fund Nine approved a plan of
liquidation on January 23, 2013 and transferred all of Fund Nine’s assets and
liabilities to the Liquidating Trust, such plan was provided for in Fund Nine’s
operating agreement, as amended, since inception. Accordingly, our Managing
Trustee has concluded that the liquidation basis of accounting is not
applicable to us. Management considered cash on
hand, accrued expenses and other liabilities as of December 31, 2014, as well
as ongoing costs to operate the Liquidating Trust, and believes there is
sufficient liquidity to continue as a going concern within one year from the
date that these consolidated financial statements are issued. Our accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“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 wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.  We account for our noncontrolling interest in our joint venture where we have influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting.  Accordingly, our original investment was recorded at cost and adjusted for our share of earnings, losses and distributions of the joint venture.  Our investment in our joint venture is subject to our impairment review policy.  Cash  Cash includes cash in banksheld principally at one financial institution, which at times may exceed insured limits. We haveplaced these funds in a high quality institution in order to minimize risk relating to exceeding insured limits.  Leased Equipment at Cost  Investments in leased
equipment are stated at cost less accumulated depreciation.  Leased equipment
is depreciated on a straight-line basis over the lease term to the asset’s
residual value.  4


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Table of Contents ICON Income Fund Nine Liquidating Trust (A Delaware Statutory
Trust) Notes to
Consolidated Financial Statements December 31,
2014 (unaudited)
 Our Managing Trustee has an investment committee that
approves each new equipment lease and other financing transaction.  As part of
its process, the investment committee determines the residual value, if any, to
be used once the investment has been approved. The factors considered in
determining the residual value include, but are not limited to, the
creditworthiness of the potential lessee, the type of equipment considered, how
the equipment is integrated into the potential lessee’s business, the length of
the lease and the industry in which the potential lessee operates.  Residual
values are reviewed for impairment in accordance with our impairment review
policy.  The residual
value assumes, among other things, that the asset is utilized normally in an
open, unrestricted and stable market. Short-term fluctuations in the
marketplace are disregarded and it is assumed that there is no necessity either
to dispose of a significant number of the assets, if held in quantity,
simultaneously or to dispose of the asset quickly.  The residual value is
calculated using information from various external sources, such as trade
publications, auction data, equipment dealers, wholesalers and industry
experts, as well as inspection of the physical asset and other economic
indicators.  Depreciation  We recorded
depreciation expense on equipment 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. As of December 31, 2014, we had one investment that was classified
as asset held for sale. Prior to December 31, 2014, such investment was
classified as leased equipment at cost and depreciation expense was recorded on
a straight-line basis over the lease termof 6 years.  Asset Impairments  The significant assets in our portfolio are periodically
reviewed, no less frequently than annually or when indicators of impairment
exist, to determine whether events or changes in circumstances indicate that
the carrying value of an asset may not be recoverable. An impairment loss will
be recognized only if the carrying value of a long-lived asset is not
recoverable and exceeds its fair market value. If there is an indication of
impairment, we will estimate the future cash flows (undiscounted and without
interest charges) expected from the use of the asset and its eventual
disposition. Future cash flows are the future cash inflows expected to be
generated by an asset less the future outflows expected to be necessary to
obtain those inflows. If an impairment is determined to exist, the impairment
loss will be measured as the amount by which the carrying value of a long-lived
asset exceeds its fair value and recorded in our consolidated statements of
changes in net (liabilities) assets in the period the determination is made.  The events or changes in circumstances
that generally indicate that an asset may be impaired are (i) the estimated
fair value of the underlying 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 and, if applicable,
the remaining obligation to the non-recourse lender. Generally in the latter
situation, the residual position relates to equipment subject to third-party
non-recourse debt where the lessee remits its rental payments directly to the
lender and we do not recover our residual position until the non-recourse debt
is repaid in full. The preparation of the undiscounted cash flows requires the
use of assumptions and estimates, including the level of future rents, the
residual value expected to be realized upon disposition of the asset, estimated
downtime between re-leasing events and the amount of re-leasing costs. Our
Managing Trustee’s review for impairment includes a consideration of the
existence of impairment indicators including third-party appraisals, published
values for similar assets, recent transactions for similar assets, adverse
changes in market conditions for specific asset types and the occurrence of
significant adverse changes in general industry and market conditions that
could affect the fair value of the asset.  Lease Classification and Revenue
Recognition  Each
equipment lease we enter into is classified as either a finance lease or an
operating lease, based upon the terms of each lease.  The estimated
residual value is a critical component of and can directly influence the
determination as to whether a lease is classified as an operating or a finance
lease.  For
finance 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, less 5


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Table of Contents ICON Income Fund Nine Liquidating Trust (A Delaware Statutory
Trust) Notes to
Consolidated Financial Statements December 31,
2014 (unaudited)
 unearned income.  Unearned income
represents the difference between the sum of the minimum lease payments
receivable, plus the estimated unguaranteed residual value, minus the cost of
the leased equipment.  Unearned income is recognized as finance income
over the term of the lease using the effective interest rate method.  For
operating leases, rental income is recognized on a straight-line basis over the
lease term.  Billed operating lease receivables are included in accounts
receivable until collected or written off. We record a reserve if we deem any
receivable not collectible. The difference between the timing of the cash
received and the income recognized on a straight-line basis is recognized as
either deferred revenue or other assets, as appropriate. Initial direct costs
are capitalized as a component of the cost of the equipment and depreciated
over the lease term.  Initial Direct Costs  We
capitalize initial direct costs, including acquisition fees, associated with
the origination and funding of leased assets and other financing transactions.
We paid acquisition fees to our Managing Trustee of 3% of the purchase price of
the investment made by or on our behalf, including, but not limited to, the
cash paid, indebtedness incurred or assumed, and the excess of the collateral
value of the long-lived asset over the amount of the investment, if any. The
costs of each transaction are amortized over the transaction term using the
straight-line method for operating leases and the effective interest rate
method for finance leases in our consolidated statements of changes in net
(liabilities) assets. Costs related to leases or other financing transactions
that are not consummated are expensed.  Derivative Financial
Instruments  We may enter into derivative transactions
for purposes of hedging specific financial exposures, including movements in
foreign currency exchange rates and changes in interest rates on our
non-recourse long-term debt. We enter into these instruments only for hedging
underlying exposures. We do not hold or issue derivative financial instruments
for purposes other than hedging. Certain derivatives may not meet the
established criteria to be designated as qualifying accounting hedges, even
though we believe that these are effective economic hedges.  We account for derivative financial
instruments as either assets or liabilities on our consolidated statements of
net (liabilities) assets and measure those instruments at fair value. Changes in
the fair value of such instruments are recognized immediately in earnings
unless certain criteria are met. These criteria demonstrate that the derivative
is expected to be highly effective at offsetting changes in the fair value or
expected cash flows of the underlying exposure at both the inception of the
hedging relationship and on an ongoing basis and include an evaluation of the
counterparty risk and the impact, if any, on the effectiveness of the
derivative. If these criteria are met, which we must document and assess at
inception and on an ongoing basis, we recognize the changes in fair value of
such instruments in accumulated other comprehensive income (loss) (“AOCI”), a
component of equity on the consolidated statements of net (liabilities) assets.
Changes in the fair value of the ineffective portion of all derivatives are
recognized immediately in earnings.  Income Taxes  Weare 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.  We are potentially subject to New York City unincorporated business tax (“UBT”), which is imposed on the taxable income of any active trade or business carried on in New York City.  The UBT is imposed for each taxable year at a rate of approximately 4% of taxable income that is allocable to New York City. Our federal, state and local income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the applicable taxing authorities.  All penalties and interest, if any, associated with income taxes are included in general and administrative expense on the consolidated statements of changes in net (liabilities) assets. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.  We did not have any material liabilities recorded related to uncertain tax positions nor did we have any unrecognized tax benefits as of the periods presented herein.  Use of Estimates  6


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Table of Contents ICON Income Fund Nine Liquidating Trust (A Delaware Statutory
Trust) Notes to
Consolidated Financial Statements December 31,
2014 (unaudited)
 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, impairment losses, estimated useful lives and residual values.  Actual results could differ from those estimates.  Recent Accounting Pronouncements  In August 2014, FASB issued
ASU No. 2014-15,Presentation of Financial Statements – Going Concern:
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going
Concern(“ASU 2014-15”), which provides guidance about management's
responsibility to evaluate whether there is substantial doubt about an entity's
ability to continue as a going concern and to provide related footnote
disclosures. The adoption of ASU 2014-15 becomes effective for us on our fiscal
year ending December 31, 2016, and all subsequent annual and interim periods.
Early adoption is permitted. We expect that additional disclosures will be
included in our consolidated financial statements upon adoption. (3)     Net Investment in Finance Leases  On March 8, 2013, we entered into a
Memorandum of Agreement with Wilhelmsen Lines Shipowning AS (“Wilhelmsen”) for
an early buyout of three car and truck carrying vessels (collectively, the
“Wilhelmsen Vessels”) to be consummated between March 8, 2013 and April 30,
2013.  On March 20, 2013, we sold the Trianon and the Trinidad to Wilhelmsen
for approximately $2,048,000 per vessel.  On April 5, 2013, we sold the Tancred
to Wilhelmsen for approximately $1,358,000.  The sale of the Wilhelmsen Vessels
resulted in an immaterial gain, which is recorded in the consolidated
statements of changes in net (liabilities) assets.  (4)       Leased Equipment at Cost/Asset
Held for Sale Leased
equipment at cost consisted of the following:  December 31,2014
 
 2013Aircraft
 $
 -
 
 $
 33,215,824Less: accumulated
  depreciation
 
 -
 
 
 3,899,731Leased
  equipment at cost, less accumulated depreciation
 $
 -
 
 $
 29,316,093
  Depreciation
expense was $4,155,862 and $3,899,731 for the year ended December 31, 2014 and for
the period from the Commencement of Operations through December 31, 2013,
respectively.  ICON
Aircraft 128 LLC  We own an Airbus A340-313X aircraft (“Aircraft 128”).  Aircraft 128
was previously on lease to Cathay Pacific Airways Limited (“Cathay”), which
lease expired on November 30, 2011.  On February 16, 2012, Aircraft 128 was
delivered to the new lessee, Aerolineas Argentinas (“AA”), at which time a new
six year lease commenced.  As a condition of the lease with AA for Aircraft 128, we
agreed to perform an upgrade of the aircraft.  During the upgrade period, which
commenced on November 18, 2012 and was completed on January 28, 2013, Aircraft
128 was out of service.  The upgrade costs were approximately $2,827,000, all
of which were capitalized to leased equipment at cost in the consolidated
statements of net (liabilities) assets as of December 31, 2013.  In addition to
lease payments, the lessee is required to fund maintenance reserves to ensure
necessary funds are available for the repairs and maintenance of Aircraft 128. 
Funds will be reimbursed to the lessee as expenses are incurred by the lessee. 
At the expiration of the lease, any remaining maintenance reserves will be
retained by us and recorded as rental income on the consolidated statements of
changes in net (liabilities) assets.  7


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Table of Contents ICON Income Fund Nine Liquidating Trust (A Delaware Statutory
Trust) Notes to
Consolidated Financial Statements December 31,
2014 (unaudited)
 During the year
ended December 31, 2014, our Managing Trustee actively marketed Aircraft 128
for sale, together with the associated non-recourse long-term debt to be
assumed. Our Managing Trustee hopes to sell the aircraft in a short period of
time. As a result, together with meeting certain criteria, we reclassified
Aircraft 128 as asset held for sale on the consolidated statements of net
(liabilities) assets as of December 31, 2014. We recorded an impairment loss of
approximately $8,310,000 during 2014 based on a third-party appraised fair
value less cost to sell. The fair value provided by the independent appraiser
was derived based on a market approach. As fair values of older Airbus
A340-313X aircraft, a four-engine aircraft, are expected to continue to decline
in the future due to a lack of demand attributable to age limits, increased
costs of operating a four-engine aircraft compared to competing two-engine
aircraft, and considerable costs associated with reconfiguration and
maintenance of such aircraft, we may incur additional losses based on the ultimate
realized value from selling Aircraft 128.  Aggregate annual
minimum future rentals receivable from our non-cancelable lease over the next
five years consisted of the following at December 31, 2014:  Years Ending December 31,2015
 
 $
 4,476,0002016
 
 
 4,476,0002017
 
 
 4,476,0002018
 
 
 746,0002019
 
 
 -$
 14,174,000
  (5)     Investment in Joint Venture  ICON Aircraft 126 LLC  We, through a joint venture with ICON Income Fund Eight B L.P. Liquidating Trust (“Fund Eight B”), an entity also managed by our Managing Trustee, have a 50% ownership interest in an Airbus A340-313X aircraft (“Aircraft 126”).  The previous lease of Aircraft 126 expired on June 30, 2011. On January 3, 2012, Aircraft 126 was delivered to the new lessee, AA, at which time a new six-year lease commenced.  The joint venture has an outstanding non-recourse long-term debt balance related to Aircraft 126.  At the expiration of Aircraft 126’s previous lease, a balloon payment equal to the then-outstanding debt balance of $32,677,000 was due, but was not made, as the aircraft was still being readied for delivery to AA.  As the loan was expected to be refinanced, the lender agreed not to exercise any of its remedial rights under the loan agreement.  The debt continued to accrue interest, which was added to the outstanding principal balance of the debt until the debt was refinanced on December 3, 2012.  During the year ended December 31, 2014, our Managing Trustee actively marketed Aircraft 126 for sale, together with the associated non-recourse long-term debt to be assumed. As a result, the joint venture recognized an impairment loss of approximately $7,769,000 during 2014 based on a third-party appraised fair value less cost to sell. As of December 31, 2014 and 2013, our carrying value in the joint venture was $0. We have not incurred and will not incur additional losses from investment in joint venture as our investment has been recorded at $0 since December 31, 2011.  Information as
to the financial position and results of operations of the joint venture is
summarized as follows:  December 31,2014
 
 2013Total assets
 $
 18,048,706
 
 $
 29,754,252Total
  liabilties
 $
 27,680,759
 
 $
 31,808,668Members'
  deficit
 $
 (9,632,054)
 
 $
 (2,054,416)Our share of
  deficit
 $
 (4,816,027)
 
 $
 (1,027,208)Revenue
 $
 4,375,239
 
 $
 4,362,160Expenses
 
 11,952,877
 
 
 5,405,369Net loss
 $
 (7,577,638)
 
 $
 (1,043,209)Our share of
  net loss
 $
 (3,788,819)
 
 $
 (521,605)
 8


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Table of Contents ICON Income Fund Nine Liquidating Trust (A Delaware Statutory
Trust) Notes to
Consolidated Financial Statements December 31,
2014 (unaudited)
  (6)  
    Maintenance Reserves In accordance with the lease
agreement with AA, AA is required to make monthly maintenance reserve payments
to us. To the extent a qualifying event (as defined in the lease agreement)
occurs during the lease term, we will be required to reimburse AA for
qualifying maintenance costs. AA has been remitting monthly maintenance
reserves on our behalf directly to the lender to pay down our debt obligations.
To the extent we are required to reimburse AA for qualifying maintenance costs,
the maintenance reserves will be financed by additional non-recourse long-term
debt as permitted by the loan agreement. Any undisbursed maintenance reserves
will be retained by us at the end of the lease term. As of December 31, 2014
and 2013, maintenance reserves were $7,528,036 and $5,121,774, respectively.  (7)     Non-Recourse Long-Term Debt  Our non-recourse long-term debt obligations held directly by
us and through our joint venture consist of notes payable in which the lender
has a security interest in the underlying assets. If the lessees were to
default on the underlying lease, resulting in our default on the non-recourse
long-term debt, the assets could be foreclosed upon and the proceeds would be
remitted to the lender in extinguishment of that debt.  We acquired the Wilhelmsen Vessels for cash and non-recourse
long-term debt.  The lender had a security interest in the Wilhelmsen Vessels
and an assignment of the rental payments under the charters.  We entered into
three interest rate swap contracts with BNP Paribas in order to fix the
variable interest rates on the non-recourse long-term debt related to the
Wilhelmsen Vessels at 7.02% per year and minimize the risk of interest rate
increases.On February 27,
2013, the three floating-to-fixed interest rate swaps relating to the
non-recourse long-term debt associated with the Wilhelmsen Vessels were
terminated and settled by making a payment to BNP Paribas of $147,000.  On
March 20, 2013, we satisfied the remaining non-recourse long-term-debt related
to the Trianon and Trinidad of approximately $1,800,000 per vessel.  On April
5, 2013, we satisfied the remaining non-recourse long-term debt related to the
Tancred of approximately $1,200,000.  We incurred non-recourse long-term debt in connection with the
acquisition of Aircraft 128.  The debt was due to be repaid on November 30,
2011, concurrent with the expiration of the lease with Cathay.  We did not make
the final balloon payment as the aircraft was still being readied for delivery
to AA, following which the loan was expected to be refinanced.  On February 16,
2012, AA accepted delivery of and simultaneously commenced a six year lease for
Aircraft 128.  During this time, the lender agreed not to exercise any of its
remedial rights under the loan agreement.  The debt continued to accrue
interest, which was added to the outstanding principal balance of the debt
until the debt was refinanced on December 27, 2012.  The refinanced
non-recourse long-term debt accrues interest at the one-month London Interbank
Offered Rate plus a 3.50% margin and matures on March 31, 2018.  As part of the
December 27, 2012 debt restructuring, certain contingent payments would be due
to the lender if Aircraft 128, through any leases and its ultimate disposition,
generated cash flows in excess of a pre-determined amount. During the year
ended December 31, 2013, we determined that it was probable that such payments
would be due to the lender following the termination of the existing lease and
ultimate disposition of Aircraft 128, primarily based on the then-estimated
fair value of the aircraft.  Based upon such assessment, we recorded a
$2,500,000 liability to the lender, which was recorded within non-recourse
long-term debt on the consolidated statements of net (liabilities) assets. 
Simultaneously, we recorded a corresponding (offsetting) discount of
$2,500,000, which was also recorded within non-recourse long-term debt on the
consolidated statements of net (liabilities) assets. The discount would be
amortized to interest expense using the effective interest rate method over the
remaining term of the non-recourse long-term debt. During the year ended
December 31, 2013, we amortized $447,518 of the discount, which was recognized
as interest expense.  During the year
ended December 31, 2014, fair values of older Airbus A340-313X aircraft
declined and are expected to continue to decline in the future due to a lack of
demand attributable to age limits, increased costs of operating a four-engine 9


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Table of Contents ICON Income Fund Nine Liquidating Trust (A Delaware Statutory
Trust) Notes to
Consolidated Financial Statements December 31,
2014 (unaudited)
 aircraft compared to competing two-engine aircraft, and considerable
costs associated with reconfiguration and maintenance of such aircraft.  As of
December 31, 2014, Aircraft 128 met the criteria to be classified as asset held
for sale on the consolidated statements of net (liabilities) assets and we
recognized an impairment loss of approximately $8,310,000 during 2014 based on
its fair value less cost to sell. Our Managing Trustee is actively marketing
Aircraft 128, which it hopes to sell in a short period of time. To the extent
the demand for older Airbus A340-313X aircraft continues to decline, we may
incur additional losses based on the ultimate realized value from selling
Aircraft 128. Accordingly, we reassessed the likelihood of any contingent
payments to the lender and based on our estimate of the ultimate realized value
of Aircraft 128, we believe such payments to the lender are remote. As a
result, we reversed the liability to the lender and the related discount of
$2,500,000 and $2,052,482, respectively, as of December 31, 2014.  At December 31, 2014 and 2013, the outstanding non-recourse
long-term debt balance related to Aircraft 128 was $10,449,819 and $16,852,736,
respectively.  The aggregate maturities of non-recourse long-term debt
consisted of the following at December 31, 2014:  Years Ending December 31,2015
 
 $
 4,292,4542016
 
 
 4,292,4542017
 
 
 1,864,9112018
 
 
 -2019
 
 
 -$
 10,449,819
  As of December 31, 2014, the
non-recourse long-term debt was in default due to, among other things, delays
in remittance of lease payments directly to the lender by the lessee. The lender has reserved, but not exercised, its rights
under the loan agreement.  (8)     Derivative Financial Instruments  We entered into derivative financial instruments for purposes of
hedging specific financial exposures, including movements in foreign currency
exchange rates and changes in interest rates on our non-recourse long-term
debt. We entered into these instruments only for hedging underlying exposures.
We do not hold or issue derivative financial instruments for purposes other
than hedging. Certain derivatives may not meet the established criteria to be
designated as qualifying accounting hedges, even though we believe that these
are effective economic hedges.  We recognized all derivative financial instruments as liabilities
on the consolidated statements of net (liabilities) assets and measured those
instruments at fair value. Changes in the fair value of such instruments were
recognized immediately in earnings unless certain criteria are met. These
criteria demonstrate 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, we
documented and assessed at inception and on an ongoing basis, we recognized the
changes in fair value of such instruments in AOCI, a component of equity on the
consolidated balance sheets of Fund Nine. Changes in the fair value of the
ineffective portion of all derivatives were recognized immediately in earnings.  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.  10


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Table of Contents ICON Income Fund Nine Liquidating Trust (A Delaware Statutory
Trust) Notes to
Consolidated Financial Statements December 31,
2014 (unaudited)
 Counterparty
Risk  We 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 and the fair value of ourderivatives is in a
liability position, we considered the counterparty risk to be
remote.  Designated Derivatives  On February 27, 2013, the three
floating-to-fixed interest rate swaps relating to the non-recourse long-term
debt associated with the Wilhelmsen Vessels that were designated and qualifying
as cash flow hedges were terminated and settled by making a payment to BNP
Paribas of $147,000.  For these
derivatives, we recorded an aggregate loss of approximately $95,000 from the
effective portion of changes in the fair value of the derivative designated and
qualifying as a cash flow hedge in AOCI and such loss was subsequently
reclassified into earnings in the period that the hedged forecasted transaction
affected earnings and within the same line item on the consolidated statements
of changes in net (liabilities) assets as the impact of the hedged transaction.  The table below
presents the effect of our derivative financial instruments designated as cash
flow hedging instruments on the consolidated statements of change in net
(liabilities) assets:  Location of
 
 
 Amount ofGain (Loss)
 
 Gain (Loss)Recognized in
 
 Recognized inIncome on
 
 Income onAmount of
 
 Location of
 
 
 Amount of
 
 Derivatives
 
 DerivativesLoss
 
 Loss
 
 Loss
 
 (Ineffective
 
 (IneffectiveFor the period from
 
 
 Recognized in
 
 Reclassified
 
 Reclassified
 
 Portion and
 
 Portion andJanuary 23, 2013
 
 Derivatives
 
 AOCI on
 
 from AOCI
 
 from AOCI
 
 Amounts
 
 Amounts(Commencement of
 
 Designated as
 
 Derivatives
 
 into Loss
 
 into Loss
 
 Excluded from
 
 Excluded fromOperations) through
 
 Hedging
 
 (Effective
 
 (Effective
 
 (Effective
 
 Effectiveness
 
 EffectivenessDecember 31, 2013
 Instruments
 
 Portion)
 
 Portion)
 
 Portion)
 
 Testing)
 
 Testing)(Gain) Losson derivativeInterest rate
 
 
 
 
 Interest
 
 
 
 
 financial2013
 
 swaps
 
 $
 (95,424)
 
 expense
 
 $
 (133,101)
 
 instruments
 
 $
 -
  (9)     Fair Value Measurements  Assets and liabilities carried at fair value are classified and
disclosed in one of the following three categories:  ·Level
1: Quoted market prices available in active markets for identical assets or
liabilities as of the reporting date. ·Level
2: Pricing inputs other than quoted prices in active markets included in Level
1, which are either directly or indirectly observable as of the reporting date. ·Level
3: Pricing inputs that are generally unobservable and are supported by little
or no market data.  Assets
Measured at Fair Value on a Nonrecurring Basis We are required, on a nonrecurring basis, to adjust the carrying
value or provide valuation allowances for certain assets using fair value
measurements. Assets classified as held for sale are required to be recorded at
the lower of carrying value or fair value less any costs to sell such assets. The
following table summarizes the valuation of our asset held for sale measured at
fair value on a nonrecurring basis, of which the fair value information
presented is not current but rather as of the date the impairment was recorded,
while the carrying value of the asset is presented as of December 31, 2014: 11


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Table of Contents ICON Income Fund Nine Liquidating Trust (A Delaware Statutory
Trust) Notes to
Consolidated Financial Statements December 31,
2014 (unaudited)
  Impairment Lossfor theCarrying Value at
 
 Fair Value at Impairment Date
 
 Year EndedDecember 31, 2014
 
 Level 1
 
 Level 2
 
 Level 3
 
 December 31, 2014Asset held for
  sale
 $
 16,850,000
 
 $
 -
 
 $
 -
 
 $
 16,850,000
 
 $
 8,310,231
  The fair value at impairment for our asset held for sale was
based on fair value less cost to sell. The fair value and cost to sell was
based on inputs that are generally unobservable and are supported by little or
no market data and were classified within Level 3.  (10)     Concentrations of Risk  In the normal course of business, we are exposed to two
significant types of economic risk: credit and market.  Credit risk is the risk
of a lessee, borrower or other counterparty’s inability or unwillingness to
make contractually required payments.  We have one lessee which is within one
industry segment.  Accordingly, we may be exposed to business and economic
risk.  Market risk reflects the change in value of debt instruments,
derivatives and credit facilities due to changes in interest rate spreads or
other market factors.  We believe that the carrying value of our investments is
reasonable, taking into consideration these risks, along with estimated
collateral values, payment history and other relevant information.  For the years ended December 31, 2014 and 2013, we had one lessee
that accounted for approximately 100% of our rental income.  As of December 31, 2014 and 2013, we had one aircraft that
accounted for approximately 100% of our operating assets.  (11)     Commitments and
Contingencies  Weentered into certain residual sharing and remarketing
agreements with various third parties.  In connection with these agreements,
residual proceeds received in excess of specific amounts may be shared with
these third parties based on specific formulas.  At December 31, 2014, no
amounts were accrued related to these agreements.   12


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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, 2014, as well as the financial statements for our Managing
Trustee, our Managing Trustee carried out an evaluation, under the supervision
and with the participation of the management of our Managing Trustee, including
its 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, 2014. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
“Internal Control — Integrated Framework” as issued in 2013.  Based on its
assessment, our Managing Trustee believes that, as of December 31, 2014, its
internal control over financial reporting is effective.  Changes in internal control over financial
reporting  There were no
changes in our Managing Trustee’s internal control over financial reporting
during the year ended December 31, 2014 that materially affected, or are
reasonably likely to materially affect, its internal control over financial
reporting.   13


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41
 Table of Contents SIGNATURES  Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.  ICON Income Fund Nine Liquidating Trust (Registrant)  By: ICON Capital, LLC (Managing Trustee of the
Registrant)  March 31, 2015  By:/s/ Michael A. ReisnerMichael A. ReisnerCo-Chief Executive Officer and Co-President
  (Co-Principal Executive Officer)
  By:/s/ Mark GattoMark GattoCo-Chief Executive Officer and Co-President
  (Co-Principal Executive Officer)
  Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.  ICON Income Fund Nine Liquidating Trust
  (Registrant)
  
  By: ICON Capital, LLC
  (Managing Trustee of
  the Registrant)
  
  March 31, 2015By:/s/ Michael A. ReisnerMichael A. ReisnerCo-Chief Executive Officer, Co-President and Director
    (Co-Principal Executive Officer)By:/s/ Mark GattoMark GattoCo-Chief Executive Officer, Co-President and Director
    (Co-Principal Executive Officer)By:/s/ Christine H.
  YapChristine 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 interest holders. 14


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