UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x]         Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

or

[  ]         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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    o 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   o No

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.

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

o Yes    ☑  No

Number of outstanding beneficial interests of the registrant on August 4, 2014 is 148,211.

*ICON Income Fund Ten Liquidating Trust is the transferee of the assets and liabilities of ICON Income Fund Ten, LLC and files reports under the Commission file number for ICON Income Fund Ten, LLC.

 PART I – FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements  

(1)     Organization

ICON Income Fund Ten, LLC (the “LLC” or “Fund Ten”), a Delaware limited liability company, transferred all of its assets and liabilities to ICON Income Fund Ten Liquidating Trust (the “Liquidating Trust”), a Delaware statutory trust, as of December 31, 2013. When used in these notes to the consolidated financial statements, the terms “we,” “us,” “our” or similar terms refer to (i) the LLC and its consolidated subsidiaries for all periods prior to the transfer of the assets and liabilities of the LLC to the Liquidating Trust and (ii) the Liquidating Trust and its consolidated subsidiaries at the conclusion of business on December 31, 2013 and thereafter.

Prior to the transfer of the assets and liabilities of the LLC to the Liquidating Trust, the manager of the LLC was ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. (the “Manager”). At the conclusion of business on December 31, 2013 and thereafter, our Manager became the managing trustee of the Liquidating Trust (the “Managing Trustee”). The terms “Manager” and “Managing Trustee” are interchangeable, as the context so requires, when used in these notes to the consolidated financial statements.

We engaged in one business segment, the business of purchasing equipment and leasing it to third parties, 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.

Effective April 30, 2010, we completed our operating period. On May 1, 2010, we commenced our liquidation period, during which we have sold and will continue to sell our assets and/or let our investments mature in the ordinary course of business.

(2)     Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Our accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission for Quarterly Reports on Form 10-Q. 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. These consolidated financial statements should be read together with our consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2013. The results for the interim period are not necessarily indicative of the results for the full year.

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

Credit Quality of Finance Leases and Credit Loss Reserve

Our Managing Trustee weighs all credit decisions based on a combination of external credit ratings as well as internal credit evaluations of all borrowers. A borrower’s credit is analyzed using those credit ratings as well as the borrower’s financial statements and other financial data deemed relevant.

As our finance leases are limited in number, our Managing Trustee is able to estimate the credit loss reserve based on a detailed analysis of each finance lease as opposed to using portfolio-based metrics.  Finance leases are analyzed quarterly and categorized as either performing or non-performing based on payment history.  If a finance lease becomes non-performing due to a borrower’s missed scheduled payments or failed financial covenants, our Managing Trustee analyzes whether a credit loss reserve should be established or whether the lease should be restructured.  Material events would be specifically disclosed in the discussion of each finance lease held.

Finance leases are generally placed in a non-accrual status when payments are more than 90 days past due. Additionally, our Managing Trustee periodically reviews the creditworthiness of companies with payments outstanding less than 90 days and based upon our Managing Trustee’s judgment, these accounts may be placed in a non-accrual status.

In accordance with the cost recovery method, payments received on non-accrual finance leases are applied to principal if there is doubt regarding the ultimate collectability of principal. If collection of the principal of non-accrual finance leases is not in doubt, interest income is recognized on a cash basis. Finance leases in non-accrual status may not be restored to accrual status until all delinquent payments have been received, and we believe recovery of the remaining unpaid receivable is probable.

When our Managing Trustee deems it is probable that we will not be able to collect all contractual rental payments on a non-performing finance lease, we perform an analysis to determine if a credit loss reserve is necessary. This analysis considers the estimated cash flows from the lease, or the collateral value of the asset underlying the lease when lease repayment is collateral dependent. If it is determined that the impaired value of the non-performing lease is less than the net carrying value, we will recognize a credit loss reserve or adjust the existing credit loss reserve with a corresponding charge to earnings. We then charge off our net investment in finance leases in the period that it is deemed uncollectible by reducing the credit loss reserve and the balance of our net investment in finance leases.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), requiring revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for goods and services. The adoption of ASU 2014-09 becomes effective for us on January 1, 2017, including interim periods within that reporting period. Early adoption is not permitted.  We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

(3)         Net Investment in Finance Leases 

Net investment in finance leases consisted of the following:

(4)        Transactions with Related Parties 

We paid distributions to our Managing Trustee of $50,505 and $126,264 for the three and six months ended June 30, 2014, respectively. We paid distributions to our Managing Trustee of $25,505 and $50,758 for the three and six months ended June 30, 2013, respectively. Additionally, our Managing Trustee’s interest in the net income attributable to us was $7,902 and $17,999 for the three and six months ended June 30, 2014, respectively. Our Managing Trustee’s interest in the net income attributable to us was $9,265 and $19,326 for the three and six months ended June 30, 2013, respectively.

Our Managing Trustee has waived the following fees in relation to services provided during the three and six months ended June 30, 2014 and 2013:

(5)         Derivative Financial Instruments

We may enter into derivative financial instruments for purposes of hedging specific financial exposures, including movements in foreign currency exchange rates and changes in interest rates on our non-recourse long-term debt. We enter into these instruments only for hedging underlying exposures. We do not hold or issue derivative financial instruments for purposes other than hedging, except for warrants, which are not hedges. Certain derivatives may not meet the established criteria to be designated as qualifying accounting hedges, even though we believe that these are effective economic hedges.

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

U.S. GAAP and relevant International Swaps and Derivatives Association, Inc. agreements permit a reporting entity that is a party to a master netting agreement to offset fair value amounts recognized for derivative instruments that have been offset under the same master netting agreement. We elected to present the fair value of derivative contracts on a gross basis on the consolidated balance sheets.

            Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements on our variable non-recourse debt. Our strategy to accomplish these objectives is to match the projected future cash flows with the underlying debt service. Each interest rate swap involves the receipt of floating-rate interest payments from a counterparty in exchange for us making fixed-rate interest payments over the life of the agreement without exchange of the underlying notional amount.

Counterparty Risk

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

            Designated Derivatives

As of June 30, 2013, we had noncontrolling interests in two joint ventures, ICON Eagle Corona Holdings, LLC and ICON Eagle Carina Holdings, LLC, that had two floating-to-fixed interest rate swaps designated and qualifying as cash flow hedges with an aggregate notional amount of $9,211,375.  These interest rate swaps were scheduled to mature on November 14, 2013.

On October 28, 2013, the joint ventures terminated the interest rate swaps by making a total payment of approximately $32,000. As a result, we no longer hold any derivatives.

For these derivatives, the joint ventures recorded their interest in 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 was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings and was recorded as a component of loss from investment in joint ventures. During the three and six months ended June 30, 2013, the joint ventures recorded no hedge ineffectiveness in earnings.

The table below presents the effect of our share of the joint ventures’ derivative financial instruments designated as cash flow hedging instruments on the consolidated statements of comprehensive income for the three and six months ended June 30, 2013:

At June 30, 2014 and December 31, 2013, we had no unrealized loss recorded to AOCI related to the joint ventures’ interest in the change in fair value of interest rate swaps.

(6)     Commitments and Contingencies

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

Item 2.  Managing Trustee's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our current financial position and results of operations. This discussion should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2013.  This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements.”

As used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or similar terms include ICON Income Fund Ten Liquidating Trust and its consolidated subsidiaries.

Forward-Looking Statements

Certain statements within this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements.  Forward-looking statements are those that do not relate solely to historical fact.  They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events.  You can identify these statements by the use of words such as “may,” “would,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning.  These forward-looking statements reflect our current beliefs and expectations with respect to future events. They are based on assumptions and are subject to risks and uncertainties and other factors outside of our control that may cause actual results to differ materially from those projected.  We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Overview

We operated as an equipment leasing and finance program in which the capital our beneficial owners invested was pooled together to make investments, pay fees and establish a small reserve. We primarily engaged in the business of purchasing equipment and leasing or servicing it to third parties, equipment financing, acquiring equipment subject to lease and, to a lesser degree, acquiring ownership rights to items of leased equipment at lease expiration. Some of our equipment leases were acquired for cash and were expected to provide current cash flow, which we refer to as “income” leases. For our other equipment leases, we financed the majority of the purchase price through borrowings from third parties. We refer to these leases as “growth” leases. These growth leases generated little or no current cash flow because substantially all of the rental payments received from the lessee were used to service the indebtedness associated with acquiring or financing the asset. For these leases, we anticipated that the future value of the leased equipment would exceed the cash portion of the purchase price.

Our Managing Trustee manages and controls our business affairs, including, but not limited to, our equipment leases and other financing transactions.

Effective April 30, 2010, we completed our operating period. On May 1, 2010, we commenced our liquidation period, during which we have sold and will continue to sell our assets and/or let our investments mature in the ordinary course of business.

The Liquidating Trust is governed by a Liquidating Trust Agreement that appointed our Manager as Managing Trustee of the Liquidating Trust. The Liquidating Trust’s assets include an investment in ICON Containership I, LLC and an investment in ICON Containership II, LLC. These investments, as well as all other assets and liabilities of the LLC were transferred to the Liquidating Trust on December 31, 2013 in order to reduce expenses and to maximize potential distributions to beneficial owners.  On December 31, 2013, all shares of the LLC’s limited liability company interests were exchanged for an equal number of beneficial interests (the “Interests”) in the Liquidating Trust.

 The financial condition and results of operations of the LLC are presented as those of the Liquidating Trust back to the beginning of the earliest period presented.

Recent Significant Transactions

We did not engage in any significant transactions since December 31, 2013.

Recent Accounting Pronouncements

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will become effective for us on January 1, 2017. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. We do not believe any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our consolidated financial statements.

Results of Operations for the Three Months Ended June 30, 2014 (the “2014 Quarter”) and 2013 (the “2013 Quarter”)

Revenue and other income for the 2014 Quarter and the 2013 Quarter is summarized as follows:

Total revenue and other income for the 2014 Quarter decreased $389,550, or 30.0%, as compared to the 2013 Quarter. The decrease in finance income was primarily due to the normal lifecycle of our bareboat charters with ZIM Israel Navigation Co. Ltd. (“ZIM”). The decrease was partially offset by losses no longer incurred in the 2014 Quarter from our investment in joint ventures as a result of the termination of their operations following the sale of vessels by ICON Eagle Corona Holdings, LLC and ICON Eagle Carina Holdings, LLC after the 2013 Quarter.

Expenses for the 2014 Quarter and the 2013 Quarter are summarized as follows:

Total expenses for the 2014 Quarter decreased $271,506, or 66.7%, as compared to the 2013 Quarter. The decrease in general and administrative expenses was primarily due to the continued reduction of expenses as a result of being in our liquidation period and sales tax expense recorded in the 2013 Quarter with no corresponding expense in the 2014 Quarter.

Net Income Attributable to Fund Ten Liquidating Trust

As a result of the foregoing factors, net income attributable to us for the 2014 Quarter and the 2013 Quarter was $790,204 and $926,479, respectively. Net income attributable to us per weighted average additional Interest outstanding for the 2014 Quarter and the 2013 Quarter was $5.28 and $6.19, respectively.

Results of Operations for the Six Months Ended June 30, 2014  (the “2014 Period”) and 2013 (the “2013 Period”)

Revenue and other income for the 2014 Period and the 2013 Period is summarized as follows:

Total revenue and other income for the 2014 Period decreased $539,622, or 21.1%, as compared to the 2013 Period.  The decrease in finance income was primarily due to the normal lifecycle of our bareboat charters with ZIM. The decrease was partially offset by losses no longer incurred in the 2014 Period from our investment in joint ventures as a result of the termination of their operations following the sale of vessels by ICON Eagle Corona Holdings, LLC and ICON Eagle Carina Holdings, LLC after the 2013 Period.

Expenses for the 2014 Period and the 2013 Period are summarized as follows:

Total expenses for the 2014 Period decreased $462,883, or 70.2%, as compared to the 2013 Period. The decrease in general and administrative expenses was primarily due to the continued reduction of expenses as a result of being in our liquidation period and the reimbursement by our former lessee of certain sales taxes accrued in prior quarters.

Net (Loss) Income Attributable to Noncontrolling Interests

Net (loss) income attributable to noncontrolling interests increased by $55,912, from a net loss of $37,283 for the 2013 Period to net income of $18,629 for the 2014 Period. The increase was primarily attributable to accrued sales taxes in the 2013 Period.

Net Income Attributable to Fund Ten Liquidating Trust

As a result of the foregoing factors, net income attributable to us for the 2014 Period and the 2013 Period was $1,799,936 and $1,932,587, respectively. Net income attributable to us per weighted average additional Interest outstanding for the 2014 Period and the 2013 Period was $12.02 and $12.91, respectively.  

Financial Condition

This section discusses the major balance sheet variances at June 30, 2014 compared to December 31, 2013.

Total Assets

Total assets decreased $10,821,243, from $36,695,835 at December 31, 2013 to $25,874,592 at June 30, 2014.  The decrease was primarily due to distributions paid to our beneficial owners.

Current Assets

Current assets decreased $8,952,008, from $22,146,899 at December 31, 2013 to $13,194,891 at June 30, 2014. The decrease was primarily due to distributions paid to our beneficial owners, partially offset by the change in current and long-term portions of net investment in finance leases based on payments due to us for the next twelve months.

Equity

Equity decreased $10,807,795, from $36,104,884 at December 31, 2013 to $25,297,089 at June 30, 2014.   The decrease  was primarily the result of distributions paid to our beneficial owners, partially offset by net income in the 2014 Period.

Liquidity and Capital Resources

Summary

At June 30, 2014 and December 31, 2013, we had cash and cash equivalents of $5,259,176 and $6,966,884, respectively.  During our liquidation period, which we commenced on May 1, 2010, our main sources of cash are the collection of income pursuant to our finance leases and proceeds from sales of assets held directly by us or indirectly by our joint ventures and our main use of cash is distributions to our beneficial owners.

Cash and cash equivalents include cash in banks and highly liquid investments with original maturity dates of three months or less.  Our cash and cash equivalents are held principally at one financial institution and at times may exceed insured limits.  We have placed these funds in a high quality institution in order to minimize risk relating to exceeding insured limits.

During the liquidation period, cash generated by our investing activities has become a more significant source of liquidity as we sell assets or let them mature in the ordinary course of business. We believe that cash generated from the expected results of our operations will be sufficient to finance our liquidity requirements for the foreseeable future, including distributions to our beneficial owners, general and administrative expense, management fees and administrative expense reimbursements. We anticipate that our liquidity requirements for the remaining life of the fund will be financed by the expected results of our operations, as well as cash received from our investments at maturity.

We anticipate being able to meet our liquidity requirements into the foreseeable future. However, our ability to generate cash in the future is subject to general economic, financial, competitive, regulatory and other factors that affect us and our lessees’ and borrowers’ businesses that are beyond our control.

Cash Flows

Operating Activities

Cash provided by operating activities increased $4,332,223, from $6,586,429 in the 2013 Period to $10,918,652 in the 2014 Period.  The increase was primarily due to the scheduled increase in bareboat charter receipts and the continued reduction of expenses paid in the 2014 Period as a result of being in our liquidation period.

Investing Activities

We did not conduct any investing activities during the 2014 Period and 2013 Period.

Financing Activities

Cash used in financing activities increased $7,550,514, from $5,075,846 in the 2013 Period to $12,626,360 in the 2014 Period. The increase was due to an increase in distributions paid to our beneficial owners in the 2014 Period.

Distributions

We, at our Managing Trustee’s discretion, paid monthly distributions to beneficial owners starting with the first month after each additional beneficial owner’s admission following the commencement of our operations through the end of our operating period, which was on April 30, 2010. Distributions paid during our liquidation period will vary, depending on the timing of the sale of our assets and/or the maturity of our investments and our receipt of finance and other income from our investments. We paid distributions to our Managing Trustee and additional beneficial owners of $126,264 and $12,500,096, respectively, during the 2014 Period. 

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

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

Off-Balance Sheet Transactions

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk 

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

In connection with the preparation of this Quarterly Report on Form 10-Q for the three months ended June 30, 2014, 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.  

Evaluation of internal control over financial reporting

There have been no changes in our internal control over financial reporting during the three months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings  

In the ordinary course of conducting our business, we may be subject to certain claims, suits, and complaints filed against us.  In our Managing Trustee’s opinion, the outcome of such matters, if any, will not have a material impact on our consolidated financial position or results of operations.  We are not aware of any material legal proceedings that are currently pending against us or against any of our assets.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell or redeem any Interests during the three months ended June 30, 2014.

Item 3. Defaults Upon Senior Securities

                    Not applicable.

Item 4. Mine Safety Disclosures

                    Not applicable.

Item 5. Other Information

                    Not applicable.

Item 6.  Exhibits

3.1      Certificate of Formation of ICON Income Fund Ten, LLC (Incorporated by reference to Exhibit 3.1 to ICON Income Fund Ten, LLC’s Registration Statement on Form S-1 filed with the SEC on February 28, 2003 (File No. 333-103503)).

4.1      Amended and Restated Operating Agreement of ICON Income Fund Ten, LLC (Incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No. 3 to ICON Income Fund Ten, LLC’s Registration Statement on Form S-1 filed with the SEC on June 2, 2003 (File No. 333-103503)).

10.1   Plan of Liquidation and Dissolution by and between ICON Income Fund Ten, LLC and ICON Capital, LLC (Incorporated by reference to Exhibit 10.1 to ICON Income Fund Ten, LLC’s Current Report Form 8-K filed with the SEC on January 7, 2014). 

10.2   Liquidating Trust Agreement by and among ICON Income Fund Ten, LLC, ICON Capital, LLC and NRAI Services, LLC (Incorporated by reference to Exhibit 10.2 to ICON Income Fund Ten, LLC’s Current Report on Form 8-K filed with the SEC on January 7, 2014).

       31.1     Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.

31.2    Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.

31.3    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial and Accounting Officer.

32.1    Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2    Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3    Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*       XBRL Instance Document.

101.SCH*     XBRL Taxonomy Extension Schema Document.

101.CAL*     XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*      XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*     XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE*      XBRL Taxonomy Extension Presentation Linkbase Document.

* XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ICON Income Fund Ten Liquidating Trust

(Registrant)

By: ICON Capital, LLC

      (Managing Trustee of the Registrant)

August 6, 2014