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, 2012or[  ] 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, NY
 
 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     NoþIndicate 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.þIndicate
  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 companyþIndicate by check mark whether
  the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes     NoþState 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 25, 2013 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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PageReport of
  Independent Registered Public Accounting Firm
 1Consolidated
  Balance Sheets
 2Consolidated
  Statements of Comprehensive Loss
 3Consolidated
  Statements of Changes in Members’ Equity
 4Consolidated
  Statements of Cash Flows
 5Notes to
  Consolidated Financial Statements
 6Signatures
 20Certification of
  Co-Chief Executive Officer
 21Certification of
  Co-Chief Executive Officer
 22Certification of
  Principal Financial and Accounting Officer
 23
 Table of Contents


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REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM   The Members ICON Income Fund Nine, LLC   We have audited the accompanying consolidated balance
sheet of ICON Income Fund Nine, LLC (the “Company”) as of December 31, 2011,
and the related consolidated statements of comprehensive loss, changes in
equity, and cash flows for the year ended December 31, 2011. These financial
statements are the responsibility of the Company’s management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.  We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. We were not engaged to perform an audit of the Company’s internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.  In our opinion, the financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of ICON Income Fund Nine, LLC at December 31, 2011, and the
consolidated results of its operations and its cash flows for the year ended
December 31, 2011 in conformity with U.S. generally accepted accounting
principles.    /s/ ERNST & YOUNG LLP  New York, New York March 29, 2012


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ICON Income Fund Nine, LLC(A Delaware Limited Liability Company)Consolidated Balance SheetsDecember 31,2012
 
 2011(unaudited)AssetsCurrent assets:Cash
 $
 1,081,225
 
 $
 1,715,911Current portion
  of net investment in finance leases
 
 6,370,667
 
 
 6,619,888Other current
  assets
 
 353,284
 
 
 400,981Total current
  assets
 
 7,805,176
 
 
 8,736,780Non-current
  assets:Net investment
  in finance leases, less current portion
 
 -
 
 
 5,759,946Leased equipment
  at cost (less accumulated depreciation of$17,851,770 and
  $15,807,492, respectively)
 
 31,971,571
 
 
 34,491,282Other
  non-current assets
 
 11,165
 
 
 66,667Total
  non-current assets
 
 31,982,736
 
 
 40,317,895Total assets
 $
 39,787,912
 
 $
 49,054,675Liabilities and Members' EquityCurrent
  liabilities:Current portion
  of non-recourse long-term debt
 $
 9,331,949
 
 $
 28,279,720Derivative
  financial instruments
 
 139,353
 
 
 548,169Maintenance
  reserves
 
 1,928,561
 
 
 -Security deposit
 
 790,000
 
 
 790,000Accrued expenses
  and other current liabilities
 
 791,175
 
 
 434,223Total current
  liabilities
 
 12,981,038
 
 
 30,052,112Non-current liabilities:Non-recourse
  long-term debt, less current portion
 
 16,669,574
 
 
 5,400,000Total
  liabilities
 
 29,650,612
 
 
 35,452,112Commitments and
  contingencies (Note 13)Members' equity:Additional
  members
 
 11,028,605
 
 
 14,855,432Manager
 
 (758,203)
 
 
 (719,549)Accumulated
  other comprehensive loss
 
 (133,102)
 
 
 (533,320)Total members'
  equity
 
 10,137,300
 
 
 13,602,563Total
  liabilities and members' equity
 $
 39,787,912
 
 $
 49,054,675See accompanying notes to consolidated
  financial statements.
 2


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ICON
  Income Fund Nine, LLC(A Delaware Limited
  Liability Company)Consolidated Statements of
  Comprehensive LossYears Ended December 31,2012
 
 2011(unaudited)Revenue:Rental income
 $
 3,285,832
 
 $
 9,293,017Finance income
 
 1,702,112
 
 
 2,739,012Loss from investment in joint ventures
 
 -
 
 
 (1,263,975)Net gain (loss) on sales of equipment
 
 60,615
 
 
 (2,960)Interest and other income
 
 2,464
 
 
 48,035Total revenue
 
 5,051,023
 
 
 10,813,129Expenses:General and administrative
 
 644,176
 
 
 738,362Repairs and maintenance
 
 704,124
 
 
 220,287Interest
 
 1,164,340
 
 
 3,027,755Depreciation and amortization
 
 3,599,107
 
 
 4,277,680Impairment loss
 
 -
 
 
 22,314,396Vessel operating expenses
 
 -
 
 
 1,212,735Other operating expenses
 
 127,447
 
 
 -Total expenses
 
 6,239,194
 
 
 31,791,215Net loss
 $
 (1,188,171)
 
 $
 (20,978,086)Other comprehensive loss:Change in fair value of derivative financial instruments
 $
 400,218
 
 $
 722,064Total comprehensive loss
 $
 (787,953)
 
 $
 (20,256,022)Net loss allocable to:Additional members
 $
 (1,176,289)
 
 $
 (20,768,305)Manager
 
 (11,882)
 
 
 (209,781)$
 (1,188,171)
 
 $
 (20,978,086)Weighted average number of additional shares oflimited liability company interests outstanding
 
 97,955
 
 
 97,955Net loss per weighted average additional share oflimited liability company interests outstanding
 $
 (12.01)
 
 $
 (212.02)See accompanying notes to
  consolidated financial statements.
 3


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ICON Income Fund Nine, LLC(A Delaware Limited Liability Company)Consolidated Statements of Changes in
  Members' EquityAdditionalShares of
 
 
 
 
 
 
 
 AccumulatedLimited Liability
 
 
 
 
 
 
 Other
 
 TotalCompany
 
 Additional
 
 
 
 
 Comprehensive
 
 
 Members'Interests
 
 Members
 
 Manager
 
 Loss
 
 EquityBalance,
  December 31, 2010
 97,955
 
 $
 42,720,633
 
 $
 (438,082)
 
 $
 (1,255,384)
 
 $
 41,027,167Net loss
 -
 
 
 (20,768,305)
 
 
 (209,781)
 
 
 -
 
 
 (20,978,086)Change in fair
  value of derivative financialinstruments
 -
 
 
 -
 
 
 -
 
 
 722,064
 
 
 722,064Cash distributions
 -
 
 
 (7,096,896)
 
 
 (71,686)
 
 
 -
 
 
 (7,168,582)Balance,
  December 31, 2011
 97,955
 
 
 14,855,432
 
 
 (719,549)
 
 
 (533,320)
 
 
 13,602,563Net loss
  (unaudited)
 -
 
 
 (1,176,289)
 
 
 (11,882)
 
 
 -
 
 
 (1,188,171)Change in fair
  value of derivative financialinstruments
  (unaudited)
 -
 
 
 
 
 
 
 
 
 400,218
 
 
 400,218Cash
  distributions (unaudited)
 -
 
 
 (2,650,538)
 
 
 (26,772)
 
 
 -
 
 
 (2,677,310)Balance,
  December 31, 2012 (unaudited)
 97,955
 
 $
 11,028,605
 
 $
 (758,203)
 
 $
 (133,102)
 
 $
 10,137,300See accompanying notes to consolidated
  financial statements.
 4


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ICON
  Income Fund Nine, LLC(A Delaware Limited
  Liability Company)Consolidated Statements of
  Cash FlowsYears EndedDecember 31,2012
 
 2011(unaudited)Cash flows from operating activities:Net loss
 $
 (1,188,171)
 
 $
 (20,978,086)Adjustments to reconcile net loss to net cash provided by
  operating activities:Rental income paid directly to lenders by lessees
 
 -
 
 
 (7,500,000)Finance income
 
 (1,702,112)
 
 
 (2,739,012)Loss from investment in joint ventures
 
 -
 
 
 1,263,975Net (gain) loss on sales of equipment
 
 (60,615)
 
 
 2,960Depreciation and amortization
 
 3,599,107
 
 
 4,277,680Interest expense on non-recourse financing paid directly
  to lenders by lessees
 
 629,431
 
 
 2,528,664Interest expense from amortization of debt financing
  costs
 
 16,863
 
 
 209,164Impairment loss
 
 -
 
 
 22,314,396Paid-in-kind interest
 
 530,478
 
 
 258,848Changes in operating assets and liabilities:Collection of finance leases
 
 2,292,570
 
 
 1,913,490Other assets
 
 (595,417)
 
 
 (405,453)Deferred revenue
 
 -
 
 
 (904,608)Accrued expenses and other current liabilities
 
 407,390
 
 
 997,660Net cash provided by operating activities
 
 3,929,524
 
 
 1,239,678Cash flows from investing activities:Proceeds from sales of equipment
 
 363,374
 
 
 8,461,003Distributions received from joint ventures in excess of
  profits
 
 -
 
 
 754,592Cost of aircraft reconfiguration
 
 (1,370,161)
 
 
 -Net cash (used in) provided by investing activities
 
 (1,006,787)
 
 
 9,215,595Cash flows from financing activities:Cash distributions to members
 
 (2,677,310)
 
 
 (7,168,582)Repayment of non-recourse long-term debt
 
 (2,808,674)
 
 
 (2,500,000)Maintenance reserves receipts
 
 1,928,561
 
 
 -Net cash used in financing activities
 
 (3,557,423)
 
 
 (9,668,582)Net (decrease) increase in cash
 
 (634,686)
 
 
 786,691Cash, beginning of year
 
 1,715,911
 
 
 929,220Cash, end of year
 $
 1,081,225
 
 $
 1,715,911Supplemental disclosure of non-cash investing and
  financing activities:Principal and interest on non-recourse long-term debt
  paid directly to lenders by lessees
 $
 6,029,430
 
 $
 13,908,247See accompanying notes to
  consolidated financial statements.
 5


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ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
 (1)    
Organization ICON Income Fund Nine, LLC (“Fund Nine”) was formed on
July 11, 2001 as a Delaware limited liability company.  Fund Nine was engaged
in one business segment, the business of purchasing equipment and leasing it to
third-party end users, providing equipment and other financing, acquiring
equipment subject to lease and, to a lesser degree, acquiring ownership rights
to items of leased equipment at lease expiration.  Fund Nine’s operating period ended on April 30, 2008
and Fund Nine commenced its liquidation period on May 1, 2008.  During the
liquidation period, Fund Nine was distributing substantially all of its
distributable cash from operations and equipment sales to its members and
continued the orderly termination of its operations and affairs.  Fund Nine did
not invest in any additional finance or lease transactions during the
liquidation period.  The manager of Fund Nine is ICON Capital, LLC, a
Delaware limited liability company formerly known as ICON Capital Corp. (the
“Manager”).  The Manager manages and controls the business affairs of Fund
Nine, including, but not limited to, the equipment leases and other financing
transactions that Fund Nine entered into pursuant to the terms of Fund Nine’s
amended and restated operating agreement.  Additionally, the Manager has a 1% interest
in the profits, losses, cash distributions and liquidation proceeds of Fund
Nine.  Members’ 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, cash distributions and liquidation proceeds are allocated 99% to the
additional members and 1% to the Manager until each additional member has (a)
received cash 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 members and
10% to the Manager.  (2)       Summary
of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements of Fund Nine have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”).  In the opinion of the Manager, all adjustments considered necessary for a fair presentation have been included.  The consolidated financial statements include the accounts of Fund Nine and its majority-owned subsidiaries and other controlled entities.  All intercompany accounts and transactions have been eliminated in consolidation.  Fund
Nine accounts for its noncontrolling interests in joint ventures where it has
influence over financial and operational matters, generally 50% or less
ownership interest, under the equity method of accounting.  In such cases, Fund
Nine's original investments are recorded at cost and adjusted for its share of
earnings, losses and distributions.  Fund Nine accounts for investments injoint ventures where it has virtually no influence over
financial and operational matters using the cost method of accounting.  In such
cases,Fund Nine's original investments are
recorded at cost and any distributions received are recorded as revenue.  All
ofFund Nine'sinvestments in joint ventures
are subject to its impairment review policy.  Certain reclassifications have been made to the
accompanying consolidated financial statements in prior periods to conform to the
current presentation.  Cash Cash includes cash in banksheld principally at two financial institutions, which at times may exceed insured limits.  Fund Ninehas placed these funds in high quality institutions in order to minimize risk relating to exceeding insured limits. 6


---



ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
  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.  Residual
values are reviewed for impairment in accordance withFund Nine'simpairment
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
market place 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.  Asset
Impairments The assets inFund Nine'sportfolio are
periodically reviewed, no less frequently than annually, 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, Fund Nine 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 the consolidated statements of comprehensive loss in the period the
determination is made.  The events or changes in circumstances
that generally indicate that an asset may be impaired are (i) the estimated
fair value of the underlying equipment 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 Fund Nine does not recover its 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.  The Manager’s review for impairment includes a consideration of the
existence of impairment indicators including third-party appraisals, published
values for similar assets, recent transactions for similar assets, adverse
changes in market conditions for specific asset types and the occurrence of
significant adverse changes in general industry and market conditions that
could affect the fair value of the asset.  Revenue Recognition Fund Nine leases equipment to third parties and each such
lease is classified as either a finance lease or an operating lease, which classification
is based upon the terms of each lease.  For a finance lease, initial direct
costs are capitalized and amortized over the lease term.  For an operating
lease, the initial direct costs are included as a component of the cost of the
equipment and depreciated over the lease term.  For finance leases, Fund Nine recorded, at lease inception,
the total minimum lease payments receivable from the lessee, the estimated
unguaranteed residual value of the equipment upon lease termination, the initial
direct costs related to the lease and the related 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.  Accounts
receivable are stated at their estimated net realizable value.  The difference
between the timing of the cash received and the income recognized on a
straight-line basis is recognized either as deferred income or other current
assets.  7


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ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
 Allowance for
Doubtful Accounts When evaluating the adequacy of the allowance for doubtful
accounts, Fund Nine estimates the uncollectibility of receivables by analyzing
lessee, borrower and other counterparty concentrations, creditworthiness and
current economic trends.  Fund Nine records an allowance for doubtful accounts
when the analysis indicates that the probability of full collection is
unlikely.  Accounts receivable are generally placed on a non-accrual status
when payments are more than 90 days past due.  Additionally, Fund Nine
periodically reviews the creditworthiness of companies with payments
outstanding less than 90 days.  Based upon the Manager’s judgment, accounts may
be placed on a non-accrual status.  Accounts on a non-accrual status are only
returned to an accrual status when the account has been brought current and
Fund Nine believes recovery of the remaining unpaid receivable is probable. 
Revenue on non-accrual accounts is recognized only when cash has been
received.  No allowance was deemed necessary at December 31, 2012 and 2011.  Initial Direct Costs Fund Nine capitalizes initial direct costs, including
acquisition fees, associated with the origination and funding of leased assets
and other financing transactions.  Fund Nine paid acquisition fees to the
Manager equal to 3% of the purchase price of Fund Nine’s investments.  These
fees were capitalized and included in the cost of the investment.  These costs
are amortized on a lease by lease basis based on the actual lease term using
the straight-line method for operating leases and the effective interest rate
method for finance leases.  Costs related to leases or other financing
transactions that are not consummated are expensed as an acquisition expense.  Income
Taxes Fund Nineis
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
members rather than Fund Nine.  Fund Nine is 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.  Fund Nine’s 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 comprehensive loss.  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.  Fund Nine did not have any material liabilities
recorded related to uncertain tax positions nor did it have any unrecognized
tax benefits as of the periods presented herein.  Derivative
Financial Instruments Fund Ninemay enter into derivative transactions for
purposes of hedging specific financial exposures, including changes in interest
rates of its non-recourse long-term debt.Fund Nineenters into these instruments only for hedging underlying exposures.Fund Ninedoes 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 Fund Nine believes that these are effective economic
hedges.  Use of
Estimates The preparation of financial statements in conformity with
US GAAP requires the Manager 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 allowance for doubtful
accounts, depreciation and amortization, impairment losses, estimated useful
lives and residual values.  Actual results could differ from those estimates. 8


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ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
 (3)     Net Investment in Finance Leases Net investment in finance
leases consisted of the following:  December 31,2012
 
 2011(unaudited)Minimum rents
  receivable
 $
 6,852,222
 
 $
 14,563,500Unearned income
 
 (481,555)
 
 
 (2,183,666)Net investment
  in finance leases
 
 6,370,667
 
 
 12,379,834Less: current
  portion of net investment in finance leases
 
 6,370,667
 
 
 6,619,888Net investment
  in finance leases, less current portion
 $
 -
 
 $
 5,759,946
  Non-cancelable minimum annual amounts due on investments in
finance leases consisted of the following at December 31, 2012:  Year ending December 31, 2013 (unaudited)
 $
 6,852,222
  (4)      
Leased Equipment at Cost Leased equipment at cost consisted of the following:  December 31,2012
 
 2011(unaudited)Aircraft
 $
 49,823,341
 
 $
 48,453,180Manufacturing, telecommunications and computer equipment
 
 -
 
 
 1,845,594Leased equipment at cost
 
 49,823,341
 
 
 50,298,774Less: accumulated depreciation
 
 17,851,770
 
 
 15,807,492Leased equipment at cost, less accumulated depreciation
 $
 31,971,571
 
 $
 34,491,282
  Depreciation
expense was $3,587,037 and $4,259,875 for the years ended December 31, 2012 and
2011, respectively.  Aircraft Fund Nine owns an Airbus A340-313X
aircraft (“Aircraft 128”).  The previous lease of Aircraft 128 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.  In connection with preparing the aircraft for re-lease, during the
year ended December 31, 2012, Fund Nine incurred approximately $704,000 in
repairs and maintenance expense, which consisted primarily of cabin preparation
and mechanical and airworthiness services.  Fund Nine has an outstanding,
non-recourse debt balance related to Aircraft 128.  At the expiration of
Aircraft 128’s previous lease, a balloon payment equal to the then-outstanding
debt balance 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 27,
2012.  At December 31, 2012 and 2011, the outstanding non-recourse long-term
debt balance related to Aircraft 128 was approximately $20,602,000 and
$22,880,000, respectively.  9


---



ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
 As a condition of the
lease with AA for Aircraft 128, Fund Nine 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 $2,262,000.  For the year endedDecember 31, 2012, approximately $1,370,000 of the
reconfiguration costs had been capitalized.  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, Fund Nine will retain and
recognize as rental income any remaining maintenance reserves.  Marine Vessel As a
result of negotiations to remarket certain vessels in 2011, the Manager
reviewed Fund Nine’s investment in ICON Samar LLC and determined that the net
book value of the vessel under charter, the Samar Spirit, exceeded the fair
value.  As a result, during the year ended December 31, 2011, Fund Nine
recorded an impairment loss of approximately $21,914,000.  On June 24, 2011,
the vessel was returned and classified as equipment held for sale.  On August
19, 2011, Fund Nine sold the Samar Spirit for approximately $8,200,000 and on
August 24, 2011, Fund Nine satisfied the remaining third-party debt of
approximately $2,500,000.  No gain or loss was recorded as a result of this
transaction.  Ground Transportation Equipment During
the year ended December 31, 2012, Fund Nine sold all remaining Great Dane
Trailers for approximately $363,000 and recorded a net gain on sales of
equipment of approximately $61,000.  Aggregate
annual minimum future rentals receivable from Fund Nine’s non-cancelable leases
over the next five years and thereafter consisted of the following at December
31, 2012:  Years Ending December 31,(unaudited)2013
 
 $
 4,103,0002014
 
 
 4,476,0002015
 
 
 4,476,0002016
 
 
 4,476,0002017
 
 
 4,476,000Thereafter
 
 
 746,000$
 22,753,000
  (5)     Investment in Joint
Ventures Fund
Nine and one of its affiliates, ICON Income Fund Eight B L.P., an entity also
managed by the Manager that has subsequently transferred its remaining assets
into a liquidating trust (“Fund Eight B”), formed the joint venture discussed
below for the purpose of acquiring and managing a leased aircraft.  Fund Nine
and Fund Eight B participate in the joint venture on the same terms and
conditions.  Fund Nine and Fund Eight B each has a right of first refusal to
purchase the equipment, on a pro-rata basis, if the other member desires to
sell its interest in the equipment or joint venture.  Fund
Nine, through a joint venture with Fund Eight B, has a 50% ownership interest
in an Airbus A340-313X aircraft (“Aircraft 126”).  The previous lease of Aircraft
126 expired on June 30, 2011.  On January 3, 2012, Aircraft 126 was delivered
to the new lessee, AA, at which time a new six-year lease commenced.  The joint
venture has an outstanding, non-recourse debt balance related to Aircraft 126. 
At the expiration of Aircraft 126’s previous lease, a balloon payment equal to
the then-outstanding debt balance of $32,677,000 was due, but was not made, as
the aircraft was still being readied for delivery to AA.  As the loan was
expected to be refinanced, the lender agreed not to exercise any of its
remedial rights under the loan agreement.  The debt continued to accrue interest,
which was added to the outstanding principal balance of the debt until the debt
was refinanced on December 3, 2012. 10


---



ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
  At
December 31, 2012 and 2011, Fund Nine’s carrying value in the joint venture was
$0.  For the year ended December 31, 2012, there was no loss from investment in
joint ventures as Fund Nine’s investment has been reduced to zero and Fund Nine
is no longer required to record its share of the joint venture’s losses.  Information
as to the financial position and results of operations of the joint venture is
summarized below.  December 31,2012
 
 2011(unaudited)Non-current assets
 $
 33,000,991
 
 $
 34,121,531Current liabilities
 $
 1,426,452
 
 $
 33,488,650Non-current liabilities
 $
 32,585,746
 
 $
 671,854Members' deficit
 $
 (1,011,206)
 
 $
 (38,973)Fund Nine's share of deficit
 $
 (505,603)
 
 $
 (19,487)Revenue
 $
 3,503,329
 
 $
 3,695,786Expenses
 
 4,691,080
 
 
 6,253,064Net loss
 $
 (1,187,751)
 
 $
 (2,557,278)Fund Nine’s share of net loss
 $
 (593,876)
 
 $
 (1,278,639)
  (6)      
Investment in Unguaranteed Residual Values Fund Nine owned a 90% interest in the unguaranteed
residual values of manufacturing and technology equipment on lease to various
lessees located in the United Kingdom.  Fund Nine’s investment return was
contingent upon the residual value of the equipment after repayment of the
debt.  On April 5, 2011, Fund Nine sold its remaining investment in
unguaranteed residual values for $257,813.  There was no gain or loss recorded
on the sale of the investment.  (7)     Non-Recourse Long-Term Debt Fund
Nine acquired three car and truck carrying vessels (“Wilhelmsen Vessels”) on
bareboat charter to Wilhelmsen for cash and non-recourse long-term debt.  The
non-recourse long-term debt requires quarterly payments ranging from $450,000
to $600,000.  The lender has a security interest in the Wilhelmsen Vessels and
an assignment of the rental payments under the charters.  Fund Nine paid
approximately $630,000 in costs associated with the non-recourse long-term debt
refinancing, which was capitalized as debt financing costs and is being
amortized as interest expense over the term of the non-recourse long-term
debt.  For the years ended December 31, 2012 and 2011, approximately $17,000
and $40,000, respectively, were recorded to interest expense related to the
amortization of the non-recourse long-term debt financing costs.  At December
31, 2012 and 2011, the outstanding non-recourse long-term debt balance related
to the Wilhelmsen Vessels was $5,400,000 and $10,800,000, respectively.  Fund
Nine 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
July 24, 2007, Fund Nine borrowed approximately $23,382,000 in connection with
the acquisition of the Samar Spirit.  The non-recourse long-term debt matured
on July 25, 2011 and accrued interest at the London Interbank Offered Rate
(“LIBOR”) plus 1.00% per year.  Fund Nine entered into an interest rate swap
contract with BNP Paribas in order to fix the variable interest rate on the
non-recourse long-term debt related to the Samar Spirit at 6.35% per year and minimize
the risk of interest rate increases.  The non-recourse long-term debt required
monthly payments ranging from $480,000 to $530,000.  Fund Nine paid
approximately $175,000 in costs associated with the non-recourse long-term
debt, which was capitalized as debt financing costs.  On August 19, 2011, Fund
Nine sold the Samar Spirit for approximately $8,200,000, and on August 24,
2011, Fund Nine satisfied the remaining third-party debt of approximately
$2,500,000.  For the year ended December 31, 2011, approximately $123,000 was
recorded to interest expense related to the amortization of the non-recourse
long-term debt financing costs. 11


---



ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
  Fund
Nine designated its interest rate swaps as cash flow hedges and accounts for
them at their estimated fair market values, recognizing the periodic change in
their fair market values of effective hedges as other comprehensive income or
loss. At December 31, 2012 and 2011, the fair value of the interest rate swap
contracts was a liability of $139,353 and $548,169, respectively.  Fund
Nine incurred non-recourse debt in connection with its acquisition of Aircraft
128.  The debt was due to be repaid on November 30, 2011, concurrent with
expiration of the lease with Cathay Pacific Airways Limited (“Cathay”).  Fund
Nine 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 debt accrues interest at one month LIBOR
plus a 3.50% margin and matures on March 31, 2018.  For the years ended
December 31, 2012 and 2011, approximately $0 and $55,000, respectively, were
recorded to interest expense related to the amortization of the nonrecourse
long-term debt financing costs.  At December 31, 2012 and 2011, the outstanding
non-recourse debt balance related to Aircraft 128 approximated $20,602,000 and
$22,880,000, respectively.  As
of December 31, 2012 and 2011, Fund Nine had net debt financing costs of $7,489
and $32,948, respectively. For the years ended December 31, 2012 and 2011, Fund
Nine recorded to interest expense the amortization of the nonrecourse long-term
debt financing costs of $16,858 and $217,633, respectively.  The aggregate maturities
of non-recourse long-term debt consisted of the following at December 31, 2012:  Years Ending December 31,(unaudited)2013
 
 $
 9,331,9492014
 
 
 4,292,4542015
 
 
 4,292,4542016
 
 
 4,292,4542017
 
 
 3,792,212$
 26,001,523
  At December 31, 2012, Fund Nine was in compliance with all
covenants related to the non-recourse long-term debt.  (8)     Revolving
Line of Credit, Recourse Fund
Nine and certain entities managed by the Manager were party to a revolving line
of credit with California Bank & Trust.  The revolving line of credit was
terminated effective May 10, 2011.  (9)    
Transactions with Related Parties Fund
Nine paid the Manager (i) management fees ranging from 1% to 5% based on a
percentage of the rentals recognized either directly by Fund Nine or through
its joint ventures, and (ii) acquisition fees, through the end of the operating
period, of 3% of the purchase price of Fund Nine’s investments.  In addition, the
Manager was reimbursed for administrative expenses incurred in connection with Fund
Nine’s operations.  The Manager also has a 1% interest in Fund Nine’s profits,
losses, cash distributions and liquidation proceeds.  The Manager
performs certain services relating to the management of Fund Nine’s equipment
leasing and financing activities.  Such services include, but are not limited
to, the collection of lease payments from the lessees of the equipment,
re-leasing services in connection with equipment that is off-lease, inspections
of the equipment, liaising with and general supervision 12


---



ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
 of
lessees to ensure that the equipment is being properly operated and maintained,
monitoring performance by the lessees of their obligations under the leases and
the payment of operating expenses.  Administrative
expense reimbursements are costs incurred by the Manager or its affiliates that
are necessary to Fund Nine’s operations.  These costs include the Manager’s and
its affiliates’ legal, accounting, investor relations and operations personnel,
as well as professional fees and other costs that are charged to Fund Nine
based upon the percentage of time such personnel dedicate to Fund Nine.  Excluded
are salaries and related costs, office rent, travel expenses and other administrative
costs incurred by individuals with a controlling interest in the Manager.  Effective May 1, 2008 and April 1, 2008, theManagerwaived its rights to all future management fees and administrative expense
reimbursements, respectively.  For the years ended December 31, 2012 and 2011,
theManagerwaived $373,927 and $666,964 of
management fees and $426,722 and $364,737 of administrative expense
reimbursements, respectively.  Fund Nine paid distributions to the Manager of $26,772 and $71,686
for the years ended December 31, 2012 and 2011, respectively.  TheManager’s
interest in Fund Nine’s net loss was $11,882 and $209,781 for the years ended
December 31, 2012 and 2011, respectively.  (10)    
Derivative Financial Instruments Fund Nine may enter into derivative transactions for purposes
of hedging specific financial exposures, including changes in interest rates on
its non-recourse long-term debt.  Fund Nine enters into these instruments only
for hedging underlying exposures.  Fund Nine does 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 Fund Nine believes that these are effective economic hedges.  Fund Nine recognizes all derivatives as either assets or
liabilities on the consolidated balance sheets and measures 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 Fund
Nine must document and assess at inception and on an ongoing basis, Fund Nine
recognizes the changes in fair value of such instruments in accumulated other
comprehensive income (loss) (“AOCI”), a component of members’ equity on the
consolidated balance sheets.  For the years presented, these changes in fair
value are the sole component of AOCI.  Changes in the fair value of the
ineffective portion of all derivatives are recognized immediately in earnings.  Interest Rate Risk Fund Nine’s objectives in using interest rate derivatives are
to add stability to interest expense and to manage its exposure to interest
rate movements on its variable non-recourse long-term debt.  Fund Nine’s
strategy to accomplish these objectives is to match the projected future cash
flows with the underlying debt service.  Interest rate swaps designated as cash
flow hedges involve the receipt of floating-rate interest payments from a
counterparty in exchange for Fund Nine making fixed-rate interest payments over
the life of the agreements without exchange of the underlying notional amount.  At December 31, 2012 and 2011, Fund Nine had three
floating-to-fixed interest rate swaps relating to the non-recourse long-term
debt associated with the three Wilhelmsen Vessels that were designated and
qualifying as cash flow hedges with an aggregate notional amount of $5,400,000
and $10,800,000, respectively.  These interest rate swaps mature on September
23, 2013.  The swap contract related to the Samar Spirit was terminated upon
the sale of the vessel.  Fund Nine recorded interest expense of $10,242 in 2011
related to the termination.  13


---



ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
 For these derivatives, Fund Nine
records the gain or loss from the effective portion of changes in the fair
value of derivatives designated and qualifying as cash flow hedges in AOCI and
such gain or loss is subsequently reclassified into earnings in the period that
the hedged forecasted transaction affects earnings and within the same line
item on the consolidated statements of comprehensive loss as the impact of the
hedged transaction.  The table below presents the fair value of Fund Nine’s
derivative financial instruments as well as their classification within Fund
Nine’s consolidated balance sheets as of December 31, 2012 and 2011:  Liability DerivativesDecember 31,
 
 December 31,2012
 
 2011Balance Sheet Location
 
 Fair Value
 
 Fair Value(unaudited)Derivatives designated ashedging instruments:Interest rate swaps
 Derivative financial
  instruments
 
 $
 139,353
 
 $
 548,169
  The table below presents the effect of Fund Nine’s derivative
financial instruments designated as cash flow hedging instruments on the
consolidated statements of comprehensive loss for the years ended December 31,
2012 and 2011:  Location of
 
 
 Amount ofGain (Loss)
 
 Gain (Loss)Recognized in
 
 Recognized inIncome on
 
 Income onAmount of
 
 Location of
 
 
 Amount of
 
 Derivatives
 
 DerivativesGain (Loss)
 
 Gain (Loss)
 
 Gain (Loss)
 
 (Ineffective
 
 (IneffectiveRecognized in
 
 Reclassified
 
 Reclassified
 
 Portion and
 
 Portion andDerivatives
 
 AOCI on
 
 from AOCI into
 
 from AOCI into
 
 Amounts
 
 AmountsDesignated as
 
 Derivatives
 
 Income
 
 Income
 
 Excluded from
 
 Excluded fromYear
 
 Hedging
 
 (Effective
 
 (Effective
 
 (Effective
 
 Effectiveness
 
 EffectivenessEnded
 
 Instruments
 
 Portion)
 
 Portion)
 
 Portion)
 
 Testing)
 
 Testing)(Gain) LossDecember 31,
 
 
 
 
 
 
 
 
 
 
 
 on derivative2012
 
 Interest rate
 
 
 
 
 Interest
 
 
 
 
 financial(unaudited)
 
 swaps
 
 $
 (42,861)
 
 expense
 
 $
 (443,079)
 
 instruments
 
 $
 -(Gain) Losson derivativeDecember 31,
 
 Interest rate
 
 
 
 
 Interest
 
 
 
 
 financial2011
 
 swaps
 
 $
 (128,850)
 
 expense
 
 $
 (850,914)
 
 instruments
 
 $
 -
  At December 31, 2012 and
2011, the total unrealized loss recorded to AOCI related to the change in fair
value of these interest rate swaps was approximately $133,000 and $533,000,
respectively.  For the years ended December 31, 2012 and 2011, Fund Nine
recorded no hedge ineffectiveness in earnings.  Derivative Risks Fund Nine manages exposure
to possible defaults on derivative financial instruments by monitoring the
concentration of risk that Fund Nine has with any individual bank and through
the use of minimum credit quality standards for all counterparties.  Fund 14


---



ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
 Nine does not require collateral or other security in
relation to derivative financial instruments.  Since it is Fund Nine’s policy
to enter into derivative contracts only with banks of internationally
acknowledged standing, Fund Nine considers the counterparty risk to be remote.  As of December 31, 2012 and
2011, the fair value of the derivatives in a liability position was $139,353
and $548,169, respectively.  In the event Fund Nine would be required to settle
its obligations under the agreements as of December 31, 2012 and 2011, the
termination value would be $141,297 and $562,571, respectively.  (11)     Fair Value Measurements Assets and liabilities carried at fair value are classified and
disclosed in one of the following three categories:  ·Level 1: Quoted market prices
available in active markets for identical assets or liabilities as of the
reporting date. ·Level 2: Pricing inputs other than
quoted prices in active markets included in Level 1, which are either directly
or indirectly observable as of the reporting date. ·Level 3: Pricing inputs that are
generally unobservable and cannot be corroborated by market data.  Financial Assets
and Liabilities Measured on a Recurring Basis Financial assets and liabilities are classified in their entirety
based on the lowest level of input that is significant to the fair value
measurement.  The Manager’s assessment, on Fund Nine’s behalf, of the
significance of a particular input to the fair value measurement requires
judgment and may affect the valuation of the assets and liabilities being
measured and their placement within the fair value hierarchy.  The following table summarizes the valuation of Fund Nine’s
material financial assets and liabilities measured at fair value on a recurring
basis as of December 31, 2012 and 2011:  December 31, 2012
  (unaudited)
 
 December 31, 2011Level 1
 
 Level 2
 
 Level 3
 
 Total
 
 Level 1
 
 Level 2
 
 Level 3
 
 Total
 Liabilities:Derivative financialinstruments
 $
 -
 
 $
 139,353
 
 $
 -
 
 $
 139,353
 
 $
 -
 
 $
 548,169
 
 $
 -
 
 $
 548,169
  Fund
Nine’s derivative financial instruments are valued using models based on
readily observable market inputs for all substantial terms of Fund Nine’s
derivative contracts and are classified within Level 2.  As permitted by the
accounting pronouncements, Fund Nine uses market prices and pricing models for
fair value measurements of its derivative financial instruments.  The fair
value of the derivative financial instruments was recorded in derivative
financial instruments within the consolidated balance sheets.  Assets and Liabilities Measured at Fair
Value on a Nonrecurring Basis Fund
Nine is required, on a nonrecurring basis, to adjust the carrying value or
provide valuation allowances for certain assets and liabilities using fair
value measurements.  Fund Nine’s non-financial assets, such as leased equipment
at cost, are measured at fair value when there is an indicator of impairment
and recorded at fair value only when an impairment charge is recognized.  The
following table summarizes the valuation of Fund Nine’s material non-financial
assets and liabilities 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 taken, and the carrying value of the asset at December 31,
2011.  15


---



ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
 Impairment Lossfor theCarrying Value at
 
 Fair Value at Impairment
  Date
 
 Year EndedDecember 31, 2011
 
 Level 1
 
 Level 2
 
 Level 3
 
 December 31, 2011Leased equipment at cost
 $
 -
 
 $
 -
 
 $
 8,195,419
 
 $
 -
 
 $
 21,914,320Other non-current assets
 $
 -
 
 $
 -
 
 $
 754,592
 
 $
 -
 
 $
 400,076
  Certain non-financial assets are valued based on readily
observable market inputs and are classified within Level 2.  As permitted by
the accounting pronouncements, Fund Nine uses market prices and prices
determined based on arm’s length negotiated transactions with a third party for
fair value measurements of its non-financial assets.  Fair value information with respect to certain of Fund Nine’s
assets and liabilities is not separately provided since the current accounting
pronouncements do not require fair value disclosures of lease arrangements. 
The estimated fair value of Fund Nine’s non-recourse long-term debt was based
on the discounted value of future cash flows related to the loan based on recent
transactions of this type.  December 31, 2012
 
 
 December 31, 2011Carrying
 
 Fair Value
 
 Carrying
 
 Fair ValueValue
 
 (Level 3)
 
 Value
 
 (Level 3)(unaudited)
 
 (unaudited)Principal outstanding on fixed ratenon-recourse long-term debt
 $
 20,601,523
 
 $
 20,601,523
 
 $
 22,879,720
 
 $
 22,879,720
  (12)     Concentrations
of Risk In the normal course of business, Fund Nine is 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.  Fund Nine’s lessees are dispersed
across different industry segments within the United States of America and
throughout the world.  Accordingly, Fund Nine 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.  Fund Nine believes that the carrying value of
its investments and derivative obligations is reasonable, taking into
consideration these risks, along with estimated collateral values, payment
history and other relevant information.  For the years ended December 31, 2012 and 2011, Fund Nine
had two and three lessees, respectively, that accounted for approximately 93%
and 92% of its rental and finance income, respectively.  Cathay, Teekay
Corporation and Wilhelmsen accounted for approximately 59%, 0% and 34%,
respectively, of Fund Nine’s rental and finance income for the year ended
December 31, 2012 and 44%, 25% and 23%, respectively, of Fund Nine’s rental and
finance income for the year ended December 31, 2011.  Teekay was the charterer
of the Samar Spirit vessel the lease for which expired in July 2011. The Samar
Spirit vessel was sold in August 2011.  As of December 31, 2012 and 2011, Fund Nine had one
aircraft that accounted for approximately100% and 99%, respectively, of its
operating assets.  (13)    
Commitments and Contingencies Fund Nine entered 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,
2012 and 2011, no amounts were accrued related to these agreements.  16


---



ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
 At the time Fund Nine acquires or divests of its interest in
an equipment lease or other financing transaction, Fund Nine may, under very
limited circumstances, agree to indemnify the seller or buyer for specific
contingent liabilities.  The Manager believes that any liability of Fund Nine
that may arise as a result of any such indemnification obligations will not
have a material adverse effect on the consolidated financial condition or
results of operations of Fund Nine taken as a whole.  (14)     Geographic
Information Geographic information for revenue, based on the country of origin, and
long-lived assets, which include operating leases (net of accumulated
depreciation), finance leases, investment in joint ventures and investment in
unguaranteed residual values, were as follows:  Year Ended December 31, 2012
  (unaudited)United
 
 
 South
 
 
 MarineStates
 
 
 America
 
 
 Vessels (a)
 
 
 TotalRevenue:Rental income
 $
 64,586
 
 $
 2,963,226
 
 $
 258,020
 
 $
 3,285,832Finance income
 $
 -
 
 $
 -
 
 $
 1,702,112
 
 $
 1,702,112December 31, 2012
  (unaudited)United
 
 
 South
 
 
 MarineStates
 
 
 America
 
 
 Vessels (a)
 
 
 TotalLong-lived assets:Net investment in finance leases
 $
 -
 
 $
 -
 
 $
 6,370,667
 
 $
 6,370,667Leased equipment at cost, net
 $
 -
 
 $
 31,971,571
 
 $
 -
 
 $
 31,971,571Year Ended December 31, 2011United
 
 
 
 
 
 MarineStates
 
 
 Asia
 
 
 Vessels (a)
 
 
 TotalRevenue:Rental income
 $
 247,737
 
 $
 5,301,464
 
 $
 3,743,816
 
 $
 9,293,017Finance income
 $
 -
 
 $
 -
 
 $
 2,739,012
 
 $
 2,739,012Loss from investment in joint ventures
 $
 -
 
 $
 (1,263,975)
 
 $
 -
 
 $
 (1,263,975)December 31, 2011United
 
 
 
 
 
 MarineStates
 
 
 Asia
 
 
 Vessels (a)
 
 
 TotalLong-lived assets:Net investment in finance leases
 $
 -
 
 $
 -
 
 $
 12,379,834
 
 $
 12,379,834Leased equipment at cost, net
 $
 331,916
 
 $
 34,159,366
 
 $
 -
 
 $
 34,491,282(a) Vessels are generally free to trade worldwide.
  (15)    
Income Tax Reconciliation At December 31, 2012 and 2011, the members’ equity
included in the consolidated financial statements totaled $10,137,300 and
$13,602,563, respectively.  The members’ equity for federal income tax purposes
at December 31, 2012 and 2011 totaled $63,466,227 and $60,502,002,
respectively.  The difference arises primarily from sales and offering expenses
reported as a reduction in the additional members’ equity accounts for
financial reporting purposes, but not for federal income tax reporting
purposes, and differences in depreciation and amortization between financial
reporting purposes and federal income tax purposes. 17


---



ICON

Income Fund Nine, LLC (A

Delaware Limited Liability Company) Notes

to Consolidated Financial Statements December

31, 2012 (unaudited)
  The following table reconciles net loss attributable to
Fund Nine for financial statement reporting purposes to the net income (loss) attributable
to Fund Nine for federal income tax purposes for the years ended December 31,
2012 and 2011:  Years Ended December 31,2012
 
 2011(unaudited)Net loss per consolidated financial statements
 $
 (1,188,171)
 
 $
 (20,978,086)Finance leases
 
 3,485,496
 
 
 5,582,988Depreciation expense
 
 (5,032,224)
 
 
 (5,563,974)Gain on sale of equipment
 
 302,760
 
 
 5,740,309Rent - consolidating joint venture
 
 -
 
 
 1,880,082Tax gain from joint venture
 
 618
 
 
 316,172Sub F income
 
 5,940,602
 
 
 -Other
 
 (544,856)
 
 
 (67,922)Net income (loss) for federal income tax purposes
 $
 2,964,225
 
 $
 (13,090,431)
  (16)    
Subsequent Events ICON Income Fund Nine Liquidating Trust (the
“Liquidating Trust”), a Delaware statutory trust, was formed on January 23,
2013.  The Liquidating Trust is governed by a Liquidating Trust Agreement that
appointed ICON Capital, LLC, a Delaware limited liability company, as managing
trustee of the Liquidating Trust. The Liquidating Trust’s assets include an
investment in ICON Aircraft 128 LLC, an investment in the Wilhelmsen Vessels
and an interest in a joint venture with Fund Eight B, in ICON Aircraft 126
LLC.  These investments, as well as all other assets and liabilities in Fund
Nine, were transferred to the Liquidating Trust from Fund Nine as of January
23, 2013 (commencement of operations) in order to reduce the administrative
expenses to operate 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 beneficial interests in the
Liquidating Trust.  The Liquidating Trust had no assets or operations
prior to January 23, 2013 and as a result, the consolidated financial
statements of Fund Nine are included in this Annual Report on Form 10-K.  On February 27, 2013, the three floating-to-fixed
interest rate swaps relating to the non-recourse long-term debt associated with
the three Wilhelmsen Vessels were terminated and settled by the Liquidating
Trust making a payment to BNP Paribas for $147,000.  On March 8, 2013, the Liquidating Trust entered into a
Memorandum of Agreement with Wilhelmsen for an early buyout of the Wilhelmsen
Vessels to be executed between March 8, 2013 and April 30, 2013 (the “Closing
Date”) for a purchase price to be determined based on the Closing Date.  On
March 20, 2013, the Liquidating Trust sold the Trianon and Tancred vessels to
Wilhelmsen for approximately $2,048,000 each and satisfied the remaining
non-recourse long-term debt of approximately $1,800,000 per vessel. 18


---



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, 2012, as well as the
financial statements for our Manager, the Manager carried out an evaluation,
under the supervision and with the participation of the management of our
Manager, including its Co-Chief Executive Officers and the Principal Financial and
Accounting Officer, of the effectiveness of the design and operation of our
Manager’s disclosure controls and procedures as of the end of the period
covered by this report pursuant to the Securities Exchange Act of 1934, as
amended.  Based on the foregoing evaluation, the Co-Chief Executive Officers
and the Principal Financial and Accounting Officer concluded that the Manager’s
disclosure controls and procedures were effective.  In designing and evaluating our Manager’s
disclosure controls and procedures, our Manager recognized that disclosure
controls and procedures, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met.  Our Manager’s disclosure controls and
procedures have been designed to meet reasonable assurance standards.
Disclosure controls and procedures cannot detect or prevent all error and
fraud.  Some inherent limitations in disclosure controls and procedures include
costs of implementation, faulty decision-making, simple error and mistake. 
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
controls.  The design of any system of controls is based, in part, upon certain
assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
anticipated and unanticipated future conditions.  Over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with established policies or procedures.  Our Manager’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 Fund Nine’s financial reporting and disclosure included in
this Annual Report on Form 10-K.  Evaluation of internal control over financial reporting Our Manager 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 Manager assessed the effectiveness of
its internal control over financial reporting as of December 31, 2012.  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."  Based on its assessment, our Manager
believes that, as of December 31, 2012, its internal control over financial
reporting is effective.  Changes in internal control over financial reporting There were no changes in the Manager’s
internal control over financial reporting during the quarter ended December 31,
2012 that materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.  19


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41
 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 27, 2013  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 27, 2013By:/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/ Nicholas SinigagliaNicholas SinigagliaManaging 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.  20


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