UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended	December 31, 2012
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from				to

Commission file number	333-37504

ICON Income Fund Eight B L.P. Liquidating Trust
(Exact name of registrant as specified in its charter)

Delaware			35-6911641
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3 Park Avenue, 36^th Floor
New York, New York			10016
(Address of principal executive offices)			(Zip Code)
(212) 418-4700
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. *
Yes  No 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.*
Yes  No 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  No 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer 		Accelerated filer 
Non-accelerated filer  (Do not check if a smaller reporting company)		Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes  No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: Not applicable. There is no established market for the beneficial interests of the registrant.

Number of outstanding beneficial interests of the registrant on March 22, 2013 is 740,380.

DOCUMENTS INCORPORATED BY REFERENCE
None.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2011
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____

Commission file number: 333-37504

ICON Income Fund Eight B L.P. Liquidating Trust

(Exact name of registrant as specified in its charter)

Delaware		35-6911641
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3 Park Ave 36th Fl New York, New York		10016
(Address of principal executive offices)		(Zip Code)

(212) 418-4700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes  No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.* Yes  No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.* Yes  No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes  No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

Large accelerated filer  Accelerated filer  Non-accelerated filer þ Smaller reporting company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes  No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: Not applicable. There is no established market for the beneficial interests of the registrant.

Number of outstanding beneficial interests of the registrant on March 16, 2012 is 740,380.

DOCUMENTS INCORPORATED BY REFERENCE

None.

*ICON Income Fund Eight B L.P. Liquidating Trust is the transferee of the assets and liabilities of ICON Income Fund Eight B L.P. and files reports under the Commission file number for ICON Income Fund Eight B L.P., which filed a Form 15 on May 9, 2011, indicating its notice of termination of registration and filing requirements.

Table of Contents
	Pages
Consolidated Statement of Net Assets (Liquidation Basis) at December 31, 2011 (unaudited)	1
Consolidated Statement of Changes in Net Assets (Liquidation Basis) for the period from May 9, 2011 (Commencement of Operations) through December 31, 2011 (unaudited)	2
Consolidated Statement of Cash Flows (Liquidation Basis) for the period from May 9, 2011 (Commencement of Operations) through December 31, 2011 (unaudited)	3
Notes to Consolidated Financial Statements (unaudited)	4
Signatures	11
Certification of Co-Chief Executive Officer	12
Certification of Co-Chief Executive Officer	13
Certification of Principal Accounting and Financial Officer	14

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust
	Page
(A Delaware Statutory Trust)
Consolidated Statements of Net Assets in Liquidation	1
Consolidated Statement of Net Assets (Liquidation Basis)
Consolidated Statements of Changes in Net Assets in Liquidation	2
(unaudited)
Consolidated Statements of Cash Flows in Liquidation	3
Assets
Notes to Consolidated Financial Statements	4
		December 31, 2011
Signatures	12
Cash		$	763,492
Certification of Co-Chief Executive Officer	13
Accounts receivable and other			268,732
Certification of Co-Chief Executive Officer	14
Leased equipment at cost (less accumulated depreciation of $2,245,099)			34,338,979
Certification of Principal Financial and Accounting Officer	15
Prepaid expense			383,700
Total Assets		$	35,754,903
Liabilities
Non-recourse debt		$	32,238,647
Accrued expenses and other liabilities			515,454
Due to affiliates			202,302
Lease deposit payable			790,000
Total Liabilities			33,746,403
Commitments and contingencies (see Note 7)
Net Assets in Liquidation		$	2,008,500

See accompanying notes to consolidated financial statements.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust
(A Delaware Statutory Trust)
Consolidated Statements of Net Assets in Liquidation
(unaudited)
		December 31,
		2012		2011
Assets
Cash		$	594,749	$	763,492
Accounts receivable and other			791,339		268,732
Leased equipment at cost (less accumulated depreciation of
	$5,982,496 and $2,245,099, respectively)		30,601,582		34,338,979
Prepaid expense			781,703		383,700
Total assets			32,769,373		35,754,903
Liabilities
Non-recourse debt			28,322,688		32,238,647
Accrued expenses and other liabilities			34,687		515,454
Due to affiliates			220,545		202,302
Security deposit			790,000		790,000
Maintenance reserves			2,469,533		-
Total liabilities			31,837,453		33,746,403
Net assets in liquidation		$	931,920	$	2,008,500
See accompanying notes to consolidated financial statements.

ICON Income Fund Eight B L.P. Liquidating Trust
(A Delaware Statutory Trust)
Consolidated Statement of Changes in Net Assets (Liquidation Basis)
(unaudited)
	For the period from May 9, 2011 (Commencement of Operations) through December 31, 2011
Revenue:
Rental income	$	2,658,951
Total revenue		2,658,951
Expenses:
Loss from investment in joint venture		1,314,623
Depreciation and amortization		2,255,611
Interest		1,277,355
General and administrative		730,032
Total expenses		5,577,621
Net loss		(2,918,670	)
Distribution of assets to beneficiaries		(504,806	)
Net Assets in Liquidation at May 9, 2011		5,431,976
Net Assets in Liquidation at December 31, 2011	$	2,008,500

See accompanying notes to consolidated financial statements.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust
(A Delaware Statutory Trust)
Consolidated Statements of Changes in Net Assets in Liquidation
(unaudited)
					For the period from
					May 9, 2011
					(Commencement of
			Year Ended		Operations) through
			December 31, 2012		December 31, 2011
Revenue:
	Rental income		$	4,025,760	$	2,658,951

Expenses:
	Loss from investment in joint venture			-		1,314,623
	Depreciation and amortization			3,737,397		2,255,611
	Interest			684,222		1,277,355
	General and administrative			680,721		730,032
		Total expenses		5,102,340		5,577,621
		Net loss		(1,076,580)		(2,918,670)

Distribution to beneficiaries				-		(504,806)
Net assets in liquidation, beginning of period				2,008,500		5,431,976
Net assets in liquidation, end of period			$	931,920	$	2,008,500
See accompanying notes to consolidated financial statements.

ICON Income Fund Eight B L.P. Liquidating Trust
(A Delaware Statutory Trust)
Consolidated Statement of Cash Flows (Liquidation Basis)
(unaudited)
	For the period from May 9, 2011 (Commencement of Operations) through December 31, 2011
Cash flows from operating activities:
Net loss	$	(2,918,670	)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Rental income paid directly to lender by lessee		(1,933,000	)
Loss from investment in joint venture		1,314,623
Depreciation and amortization		2,255,611
Interest expense on non-recourse financing paid
directly to lender by lessee		618,424
Interest expense paid-in-kind		658,931
Changes in assets and liabilities:
Other assets		151,158
Due to affiliates		59,231
Accrued expenses and other current liabilities		101,599
Net cash provided by operating activities		307,907
Cash flows from financing activities:
Distribution of assets to beneficiaries		(504,806	)
Net cash used in financing activities		(504,806	)
Net decrease in cash		(196,899	)
Cash, beginning of period		960,391
Cash, end of period	$	763,492
Supplemental disclosure of cash flow information:
Transfer of net assets from ICON Income Fund Eight B L.P.
to ICON Income Fund Eight B L.P. Liquidating Trust	$	5,431,976

See accompanying notes to consolidated financial statements.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust
(A Delaware Statutory Trust)
Consolidated Statements of Cash Flows in Liquidation
(unaudited)
							For the period from
							May 9, 2011
							(Commencement of
					Year Ended		Operations) through
					December 31, 2012		December 31, 2011
Cash flows from operating activities:
	Net loss				$	(1,076,580)	$	(2,918,670)
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Rental income paid directly to lenders by lessee				(2,964,651)		(1,933,000)
		Loss from investment in joint ventures				-		1,314,623
		Depreciation and amortization				3,737,397		2,255,611
		Interest expense on non-recourse financing paid directly to lenders by lessees				684,222		618,424
		Interest expense paid-in-kind				-		658,931
	Changes in operating assets and liabilities:
			Other assets			(920,610)		151,158
			Due to affiliates			18,243		59,231
			Accrued expenses and other current liabilities			(480,767)		101,599
				Net cash (used in) provided by operating activities		(1,002,746)		307,907
Cash flows from financing activities:
	Distribution to beneficiaries					-		(504,806)
	Proceeds from non-recourse long-term debt					834,003		-
				Net cash provided by (used in) financing activities		834,003		(504,806)
				Net decrease in cash		(168,743)		(196,899)
Cash, beginning of period						763,492		960,391
Cash, end of period					$	594,749	$	763,492

Supplemental disclosure of cash flow information:
	Transfer of net assets from ICON Income Fund Eight B L.P.
to ICON Income Fund Eight B L.P. Liquidating Trust					$	-	$	5,431,976
Supplemental disclosure of financing activities:
	Principal and interest on non-recourse long-term debt
		paid directly to lenders by lessees			$	2,469,533	$	-
See accompanying notes to consolidated financial statements.

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2011~~2012

(unaudited)

(1) Purpose of Liquidating Trust

ICON Income Fund Eight B L.P. Liquidating Trust (the “Liquidating Trust”), a Delaware Statutory Trust, was formed on May 9, 2011 (~~the~~Commencement ~~“Liquidating Trust”~~of Operations). The Liquidating Trust is governed by a Liquidating Trust Agreement that appointed ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp., as managing trustee of the Liquidating Trust (the “Managing Trustee”). The Liquidating Trust'’s two ~~assets~~ assets are an investment in ICON Aircraft 123 LLC (“ICON 123”) and an interest in a joint venture, ICON Aircraft 126 LLC (“ICON 126”). These ~~assets~~investments, ~~were~~as ~~transferred~~well as toall ~~the~~assets ~~Liquidating~~and ~~Trust~~liabilities ~~from~~in ICON Income Fund Eight B L.P. (“Fund Eight B”) , were transferred to the Liquidating Trust as of May 9, 2011 ~~(Commencement of Operations)~~ in order to reduce the ~~administrative~~ expenses toincurred ~~operate~~by Fund Eight B and to maximize potential distributions to beneficiaries. ~~As there is no equity in a Liquidating Trust, no statements of changes in partners' equity are presented.~~ On May 9, 2011, all general and limited partnership interests in Fund Eight B were exchanged for an equal number of beneficial interests in the Liquidating Trust.

(2) Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The ~~accompanying~~general ~~consolidated~~partner ~~financial statements~~ of ~~the~~Fund ~~Liquidating~~Eight ~~Trust~~B ~~have~~approved ~~been~~a ~~prepared~~plan inof ~~accordance~~liquidation ~~with~~on ~~U.S~~May ~~generally~~9, ~~accepted~~2011 ~~accounting~~and ~~principles~~transferred ~~(“US~~all ~~GAAP”). In the opinion~~ of ~~the~~Fund ~~Managing~~Eight ~~Trustee,~~B’s ~~all~~assets ~~adjustments~~and ~~considered~~liabilities ~~necessary~~to ~~for~~the aLiquidating ~~fair~~Trust ~~presentation~~to ~~have~~commence ~~been included~~liquidation. As ~~The~~a ~~consolidated~~result, ~~financial statements include~~ the ~~accounts~~basis of ~~the~~accounting ~~Liquidating~~for ~~Trust~~periods ~~and~~subsequent ~~its~~to ~~wholly-owned~~May ~~subsidiary.~~9, ~~All~~2011 ~~intercompany~~was ~~accounts~~changed ~~and~~from ~~transactions~~the ~~have~~going-concern ~~been~~basis ~~eliminated~~to ina ~~consolidation.~~liquidation basis.

The accompanying consolidated financial statements of the Liquidating Trust have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”). In the opinion of the Managing Trustee, all adjustments considered necessary for a fair presentation have been included. The consolidated financial statements include the accounts of the Liquidating Trust and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

The Liquidating Trust accounts for its noncontrolling interest in a joint venture where the Liquidating Trust has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. Accordingly, the Liquidating Trust’s original investment was recorded at cost and adjusted for its share of earnings, losses and distributions of the joint venture. The Liquidating Trust’s investment in a joint venture is subject to its impairment review policy.

Cash ~~and Cash Equivalents~~

Cash ~~and~~includes cash ~~equivalents~~in ~~include~~banks ~~cash~~held inprincipally ~~banks~~at ~~and~~two ~~highly~~financial ~~liquid~~institutions, ~~investments~~which ~~with~~at ~~original~~times ~~maturity~~may ~~dates~~exceed ofinsured ~~three~~limits. The ~~months~~Liquidating orTrust ~~less~~has placed these funds in high quality institutions in order to minimize risk relating to exceeding insured limits.

The Liquidating Trust’s cash and cash equivalents are held principally at two financial institutions and at times may exceed insured limits. The Liquidating Trust has placed these funds in high quality institutions in order to minimize risk relating to exceeding insured limits.

Leased Equipment at Cost

The Liquidating Trust'’s investment in leased equipment is 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 with the Liquidating Trust’s impairment review policy.

4The 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.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2011

(unaudited)

(2) Summary of Significant Accounting Policies – continued

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. 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 ~~significant~~ assets in the Liquidating Trust’s portfolio 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, the Liquidating Trust 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 Liquidating Trust’s consolidated statement of operations in the period the determination is made.~~

The Liquidating Trust leased equipment to a third party, which is classified as an operating lease, based upon the terms of the lease. For an operating lease, initial direct costs are included as a component of the cost of the equipment and depreciated over the lease term.

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. 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 as either deferred revenue or other current assets, as appropriate.

Income Taxes

The Liquidating Trust is taxed as a partnership for federal and State income tax purposes. No provision for income taxes has been recorded since the liability for such taxes is that of each of the individual partners rather than the Liquidating Trust. The Liquidating Trust’s income tax returns are subject to examination by the federal and State taxing authorities, and changes, if any, could adjust the individual income tax of the beneficiaries.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2011~~2012

(unaudited)

~~(3)~~exceeds ~~Leased~~its ~~Equipment~~fair atvalue ~~Cost~~and recorded in the consolidated statements of changes in nets assets in liquidation in the period the determination is made.

~~Leased~~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 atis ~~cost~~less ~~consisted~~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 ~~following~~asset atwill ~~December~~be 31sufficient to satisfy the residual position in the asset and, ~~2011:~~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 the Liquidating Trust 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 Managing Trustee’s review for impairment includes a consideration of the existence of impairment indicators including third-party appraisals, published values for similar assets, recent transactions for similar assets, adverse changes in market conditions for specific asset types and the occurrence of significant adverse changes in general industry and market conditions that could affect the fair value of the asset.

Aircraft and aircraft related equipment	$	36,584,078
Less: Accumulated depreciation		2,245,099
	$	34,338,979

Revenue Recognition

~~Depreciation~~The ~~expense~~Liquidating ~~was~~Trust $2leases equipment to a third party,~~245,099~~ ~~for~~which has been classified as an operating lease based upon the ~~period~~terms ~~from~~of ~~May~~the 9lease. For an operating lease, ~~2011~~the ~~(Commencement~~initial direct costs are included as a component of ~~Operations)~~the ~~through~~cost ~~December~~of ~~31,~~the ~~2011~~equipment and depreciated over the lease term.

~~ICON~~For ~~Aircraft~~operating ~~123~~leases, ~~LLC~~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 as either deferred income or other current assets.

The Liquidating Trust owns an Airbus A340-313X aircraft (“Aircraft 123”). The previous lease of Aircraft 123 expired on September 30, 2011. On December 12, 2011, Aircraft 123 was delivered to the new lessee, Aerolineas Argentinas (“AA”), at which time a new six-year lease commenced. The Liquidating Trust had an outstanding, non-recourse debt balance related to the aircraft of $32,238,647 as of December 31, 2011. At the expiration of the aircraft’s previous lease, a balloon payment was due equal to the then-outstanding debt balance. The Liquidating Trust did not make the balloon payment as the aircraft was still being readied forAllowance ~~delivery~~for toDoubtful AA, following which the loan was expected to be refinanced. During this time, the lender agreed not to exercise any of its rights under the loan agreement until such time that the aircraft was readied and delivered to AA. The debt continues to accrue interest, which will be added to the outstanding principal balance of the debt until such time as the debt is refinanced.Accounts

When evaluating the adequacy of the allowance for doubtful accounts, the Liquidating Trust estimates the collectibility of receivables by analyzing lessee, borrower and other counterparty concentrations, creditworthiness and current economic trends. The Liquidating Trust 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, the Liquidating Trust periodically reviews the creditworthiness of companies with payments outstanding less than 90 days. Based upon the Managing Trustee’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 the Liquidating Trust 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

The Liquidating Trust capitalizes initial direct costs, including acquisition fees, associated with the origination and funding of leased assets and other financing transactions. Fund Eight B paid acquisition fees to its general partner, ICON Capital, LLC (“ICON Capital”), equal to 3% of the purchase price of Fund Eight B’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

The Liquidating Trust is 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 beneficiaries rather than the Liquidating Trust. The Liquidating Trust 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.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2011~~2012

(unaudited)

~~(3)~~The ~~Leased~~UBT ~~Equipment~~is imposed for each taxable year at ~~Cost~~a rate of approximately 4% of taxable income that is allocable to New York City. The Liquidating Trust’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 changes in net assets in liquidation. 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 ~~continued~~analyses of tax laws, regulations and interpretations thereof. The Liquidating Trust 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.

~~The~~Use ~~aggregate annual minimum future rentals receivable from the Liquidating Trust’s non-cancelable lease for the next five years and thereafter consisted~~ of ~~the following at December 31, 2011.~~ Estimates

Years ending December 31,
2012	$	4,345,000
2013		4,740,000
2014		4,740,000
2015		4,740,000
2016		4,740,000
Thereafter		4,740,000
	$	28,045,000

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

(43) Leased ~~Investment~~Equipment inat ~~Joint Venture~~Cost

~~The~~Leased ~~Liquidating~~equipment ~~Trust~~at ~~and~~cost ~~one~~consisted of ~~its affiliates, ICON Income Fund Nine, LLC (“Fund Nine”), an entity also managed by~~ the Managing Trustee, formed a joint venture, discussed below, for the purpose of acquiring and managing a leased aircraft. The Liquidating Trust and Fund Nine participate in the joint venture on the same terms and conditions. Each of the Liquidating Trust and Fund Nine 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.following:

ICON Aircraft 126 LLC

		December 31,
		2012		2011
Aircraft		$	36,584,078	$	36,584,078
Less: accumulated depreciation			5,982,496		2,245,099
	Leased equipment at cost, less accumulated depreciation	$	30,601,582	$	34,338,979

~~The~~Depreciation ~~Liquidating~~expense ~~Trust,~~was ~~through a joint venture with Fund Nine~~$3, ~~has a 50% ownership interest in an Airbus A340-313X aircraft (“Aircraft 126”). The previous lease of Aircraft 126 expired on June 30~~737,397 ~~2011. On January 3~~and $2, ~~2012~~245,099 ~~Aircraft~~for ~~126 was delivered to~~ the ~~new lessee, AA, at which time a new six-~~year ~~lease~~ended ~~commenced.~~December ~~The joint venture had an outstanding~~31, ~~non-recourse~~2012 ~~debt~~and ~~balance related to~~ the ~~aircraft. At~~period ~~the~~from ~~expiration~~May ~~of the aircraft’s previous lease~~9, a balloon payment was due equal to the then-outstanding debt balance. The joint venture did not make the balloon payment as the aircraft was still being readied for delivery to AA, following which the loan was expected to be2011 ~~refinanced. During~~(commencement ~~this time, the lender agreed not to exercise any~~ of ~~its~~operations) ~~rights~~through ~~under~~December ~~the~~31, ~~loan. The debt continues to accrue interest~~2011, ~~which will be added to the outstanding principal balance of the debt until such time as the debt is refinanced~~respectively.

AsICON ofAircraft ~~December~~123 ~~31, 2011, the carrying value of the investment in joint venture was zero.~~LLC

~~Under~~The ~~the~~Liquidating ~~terms~~Trust ofowns aan ~~maintenance~~Airbus A340-313X ~~agreement~~aircraft ~~between~~(“Aircraft ~~ICON~~123”). The previous lease of Aircraft 123 expired ~~and~~on ~~ICON~~September ~~126~~30, ~~ICON~~2011. On ~~126~~December ~~paid~~12, ~~approximately~~2011, ~~$143~~Aircraft 123 was delivered to the new lessee,~~000~~ inAerolineas ~~maintenance~~Argentinas ~~costs~~(“AA”), onat ~~behalf~~which oftime ~~ICON~~a ~~123~~new six-year lease commenced. In ~~ICON~~connection ~~123~~with ~~intends~~preparing tothe ~~reimburse~~aircraft ~~ICON~~for re-lease, ~~126~~during ifthe ~~and~~year ~~when~~ended itDecember ~~receives~~31, ~~proceeds~~2012 and the period from May 9, 2011 (commencement of operations) through December 31, 2011, the ~~sale~~Liquidating Trust incurred approximately $429,000 and $274,000, respectively, in repairs and maintenance expense, which consisted primarily of ~~Aircraft~~cabin ~~123~~preparation and mechanical and airworthiness services.

InThe ~~connection~~Liquidating ~~with~~Trust ~~the~~has ~~amounts~~an ~~paid~~outstanding, non-recourse ~~pertaining~~debt balance related to Aircraft 123. At the ~~delivery~~expiration of Aircraft 123 ’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 ~~Liquidating~~lender agreed ~~Trust~~not ~~has~~to anexercise ~~obligation~~any of its remedial rights under the loan agreement. The debt continued to ~~repay~~accrue ~~ICON~~interest, ~~126~~which was added to the outstanding principal balance of the debt until the debt was refinanced on December 3, 2012. At December 31, 2012 and 2011, the outstanding non-recourse debt balance related to Aircraft 123 was approximately $5928,323,000 and $32,239,000, respectively.

As a condition of the lease with AA for Aircraft 123, the Liquidating Trust agreed to perform an upgrade of the aircraft. During the upgrade period, which is scheduled to commence in early to mid 2013 and estimated to require approximately one month, Aircraft 123 will be out of service. The upgrade is estimated to cost approximately $2,213,000. For the year ended December 31, 2012, approximately $782,000 of the reconfiguration costs had been paid and was included as prepaid expense in the consolidated statements of net assets in liquidation.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2011~~2012

(unaudited)

~~(5)~~In ~~Non-Recourse~~addition ~~Debt~~to the lease payments, the lessee is required to fund maintenance reserves to ensure necessary funds are available for the repairs and maintenance of Aircraft 123. Funds will be reimbursed to the lessee as expenses are incurred by the lessee. At the expiration of the lease, the Liquidating Trust will retain and recognize as rental income any remaining maintenance reserves.

~~The~~Aggregate ~~Liquidating~~annual ~~Trust~~minimum ~~has~~future ~~non-recourse~~rentals receivable ~~debt~~from ~~that was incurred in connection with~~ the ~~acquisition of Aircraft 123. The debt was due to be repaid on October 1, 2011, concurrent with the expiration of the lease with Cathay Pacific Airways Limited. The~~ Liquidating Trust’s ~~did~~non-cancelable ~~not~~lease ~~make the final balloon payment as the aircraft was still being readied~~ for ~~delivery to AA, following which~~ the ~~loan~~next isfive years ~~expected~~consisted ~~to be refinanced. During this time, the lender agreed not to exercise any~~ of ~~its rights under~~ the ~~loan~~following ~~agreement.~~at ~~The~~December ~~debt continues to accrue interest~~31, ~~which will be added to the outstanding principal balance of the debt until such time as the debt is refinanced. The Managing Trustee is currently negotiating with the lender to refinance the debt.~~ 2012:

As of December 31, 2011, the Liquidating Trust had net debt financing costs of $0. For the period from May 9, 2011 (Commencement of Operations) through December 31, 2011, the Liquidating Trust recorded amortization expense relating to debt financing costs of $10,512.

Years Ending December 31,
2013	$	3,543,500
2014		4,476,000
2015		4,476,000
2016		4,476,000
2017		4,476,000
	$	21,447,500

At(4) Investment ~~December~~in ~~31, 2011, the Liquidating Trust had non-recourse debt of $32,238,647, which consisted of unpaid principal of $31,751,215 and $487,432 of accrued interest.~~Joint Ventures

Fund Eight B and one of its affiliates, ICON Income Fund Nine, LLC, an entity also managed by ICON Capital that has subsequently transferred its remaining assets into a liquidating trust (6“Fund Nine”), ~~Transactions~~formed ~~with~~the ~~Related~~joint ~~Parties~~venture discussed below for the purpose of acquiring and managing a leased aircraft. The Liquidating Trust and Fund Nine participate in the joint venture on the same terms and conditions. The Liquidating Trust and Fund Nine 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.

~~The~~ICON Aircraft ~~Liquidating~~126 ~~Trust paid distributions to the Managing Trustee of $5,048 during the period from May 9, 2011 (Commencement of Operations) through December 31, 2011.~~LLC

~~Under~~The Liquidating ~~the~~Trust, ~~terms~~through ofa joint venture with Fund Nine, has a ~~maintenance~~50% ~~agreement~~ownership interest ~~between~~in ~~ICON~~an ~~123~~Airbus ~~and~~A340-313X ~~ICON~~aircraft (“Aircraft 126”). The previous lease of Aircraft 126 expired on June 30, ~~ICON~~2011. On January 3, 2012, Aircraft 126 ~~paid~~was delivered ~~approximately~~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 $~~143~~32,677,000 inwas ~~maintenance~~due, ~~costs~~but was onnot ~~behalf~~made, ofas ~~ICON~~the ~~123~~aircraft was still being readied for delivery to AA. As the ~~ICON~~loan ~~123~~was ~~intends~~expected to ~~reimburse~~be ~~ICON~~refinanced, ~~126~~the iflender ~~and~~agreed ~~when~~not itto ~~receives~~exercise ~~proceeds~~any of ~~from~~its remedial rights under the ~~sale~~loan agreement. The debt continued to accrue interest, which was added to the outstanding principal balance of ~~Aircraft~~the ~~123~~debt until the debt was refinanced on December 3, 2012.

InAt December ~~connection~~31, ~~with~~2012 and 2011, the ~~amounts~~Liquidating ~~paid~~Trust’s ~~pertaining~~carrying tovalue in the ~~delivery~~joint venture ofwas ~~Aircraft~~$0. For ~~123 to~~the AAyear ended December 31, 2012, there was no loss from investment in joint venture as the Liquidating Trust’s investment has anbeen reduced ~~obligation~~to zero and the Liquidating Trust is no longer required to ~~repay~~record ~~ICON~~its share ~~126~~of ~~approximately~~the ~~$59,000~~joint venture’s losses.

(7) Commitments and Contingencies

The Liquidating Trust has entered into residual sharing agreements with various third parties. In connection with these agreements, residual proceeds received in excess of specific amounts will be shared with these third parties based on specific formulas. The obligation related to these agreements is recorded at fair value. No obligation has been recorded for such residual sharing agreements at December 31, 2011.

As a condition of the lease with AA related to Aircraft 123, the Liquidating Trust agreed to perform an upgrade of the aircraft during 2012. During the upgrade period, the aircraft will be out of service for approximately one month. The upgrade is estimated to cost approximately $2,700,000. Similarly, Aircraft 126, which is owned by a joint venture between the Liquidating Trust and Fund Nine, agreed to perform a similar upgrade to Aircraft 126 at a similar cost.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2011~~2012

(unaudited)

~~(7)~~Information as ~~Commitments~~to the financial position and ~~Contingencies-~~results ~~continued~~of operations of the joint venture is summarized below.

On July 22, 2011, the owners of the Rowan Halifax mobile offshore drilling rig, which was destroyed in 2005 as a result of Hurricane Rita, reached an agreement to settle all claims relating to the dispute with Rowan Companies, Inc. (“Rowan”) regarding, among other things, the value of the rig and the amount of insurance that was required to be maintained on the rig. As a result, the Liquidating Trust received proceeds of $741,250 during the period from May 9, 2011 (Commencement of Operations) through December 31, 2011.

	December 31,
	2012		2011
Current assets	$	-	$	-
Non-current assets	$	33,000,991	$	34,121,531
Current liabilities	$	1,426,452	$	33,488,650
Non-current liabilities	$	32,585,746	$	671,854
Members' deficit	$	(1,011,206)	$	(38,973)
Liquidating Trust's share of deficit	$	(505,603)	$	(19,487)

Revenue	$	3,503,329	$	3,695,786
Expenses		4,691,080		6,253,064
Net loss	$	(1,187,751)	$	(2,557,278)
Liquidating Trust’s share of net loss	$	(593,876)	$	(1,278,639)

(85) Non-Recourse ~~Controls~~Long-Term ~~and Procedures~~Debt

~~Evaluation~~The Liquidating Trust incurred non-recourse debt in connection with the acquisition of ~~Disclosure~~Aircraft ~~Controls~~123. The debt was due to be repaid on October 1, 2011, concurrent with the expiration of the lease with Cathay Pacific Airways Limited (“Cathay”). The Liquidating Trust 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 December 12, 2011, AA accepted delivery of and ~~Procedures~~simultaneously commenced a six-year lease for Aircraft 123. 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 3, 2012. The refinanced non-recourse debt accrues interest at the one-month London Interbank Offered Rate (“LIBOR”) plus a 1.60% margin and matures on January 31, 2018. At December 31, 2012 and 2011, the outstanding non-recourse debt balance related to Aircraft 123 was approximately $28,323,000 and $32,239,000, respectively.

InAs ~~connection with the preparation~~ of December ~~this~~31, ~~Annual~~2012 ~~Report~~and ~~on Form 10-K as well as the financial statements for the Managing Trustee~~2011, the ~~Managing~~Liquidating ~~Trustee~~Trust ~~carried~~had ~~out~~net andebt ~~evaluation,~~financing ~~under~~costs of ~~the~~$0. For ~~supervision and with~~ the ~~participation~~year ofended ~~the~~December ~~management of the Managing Trustee~~31, ~~including~~2012 ~~its Co-Chief Executive Officers~~ and ~~Principal~~the ~~Accounting~~period ~~and~~from ~~Financial~~May ~~Officer~~9, of2011 (commencement ~~the effectiveness~~ of ~~the~~operations) ~~design~~through ~~and~~December ~~operation~~31, of2011, the ~~Managing~~Liquidating ~~Trustee’s~~Trust recorded ~~disclosure~~in ~~controls~~interest ~~and~~expense ~~procedures as of~~ the ~~end~~amortization of the ~~period~~nonrecourse ~~covered by this report pursuant to the Securities Exchange Act of 1934, as amended. Based on the foregoing evaluation, the Co~~long-~~Chief~~term ~~Executive Officers and the Principal Accounting and Financial Officer concluded~~debt ~~that~~financing ~~the~~costs ~~Managing~~of ~~Trustee’s~~$0 ~~disclosure controls~~ and ~~procedures~~$10,512, ~~were effective~~respectively.

In designing and evaluating the Managing Trustee’s disclosure controls and procedures, the 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. The aggregate ~~Managing~~maturities 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,~~non-recourse ~~faulty decision~~long-~~making,~~term ~~simple~~debt ~~error~~consisted ~~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.~~following at ~~The~~December ~~design of any system of controls is based~~31, 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. 2012:

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

Years Ending December 31,
2013	$	3,210,940
2014		4,292,454
2015		4,292,454
2016		4,292,454
2017		4,292,454
Thereafter		7,941,932
	$	28,322,688

At December 31, 2012, the Liquidating Trust was in compliance with all covenants related to the non-recourse long-term debt.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2011~~2012

(unaudited)

(86) Transactions ~~Controls~~with ~~and~~Related ~~Procedures- continued~~Parties

~~Evaluation~~The Liquidating Trust paid distributions to the Managing Trustee of ~~Internal~~$0 ~~Control~~and ~~over~~$5,048 ~~Financial~~during ~~Reporting~~the year ended December 31, 2012 and the period from May 9, 2011 (commencement of operations) through December 31, 2011, respectively.

~~The~~Under Managing Trustee is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the ~~Securities~~terms ~~Exchange Act~~ of ~~1934, as amended, as~~ a ~~process~~maintenance ~~designed~~agreement tobetween ~~provide~~ICON ~~reasonable~~123 ~~assurance regarding the reliability of financial reporting~~ and ICON ~~the~~126, ~~preparation~~ICON of126 ~~financial~~paid ~~statements~~approximately ~~for~~$143,000 ~~external purposes~~ in ~~accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the~~ maintenance ofcosts ~~records~~on ~~that in reasonable detail accurately and fairly reflect the transactions and dispositions~~ behalf of ~~the~~ICON ~~assets~~123. ICON of123 ~~the~~intends ~~Liquidating Trust; (2) provide reasonable assurance that transactions are recorded as necessary~~ to ~~permit~~reimburse ~~preparation~~ICON of126 ~~financial~~if ~~statements in accordance with generally accepted accounting principles,~~ and ~~that~~when ~~receipts~~it ~~and~~receives proceeds ~~expenditures~~from of the ~~Liquidating~~sale ~~Trust are being made only in accordance with authorizations~~ of ~~management~~Aircraft and directors of the Liquidating Trust; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Liquidating Trust’s assets that could have a material effect on the financial statements123.

~~Because~~In ofconnection ~~its~~with ~~inherent~~the ~~limitations,~~amounts ~~internal~~paid ~~control~~pertaining ~~over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness~~ to ~~future periods are subject to~~ the ~~risks~~delivery ~~that controls may become inadequate because~~ of Aircraft ~~changes~~123 into ~~conditions~~AA, ~~or that~~ the ~~degree~~Liquidating ofTrust ~~compliance~~has ~~with~~an ~~the~~obligation ~~policies~~to orrepay ~~procedures~~ICON ~~may~~126 approximately ~~deteriorate~~$78,000.

The Managing Trustee assessed the effectiveness of its internal control over financial reporting as of December 31, 2011. In making this assessment, the Managing Trustee used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (~~“COSO”~~7) Concentrations ~~in “Internal Control — Integrated Framework.”~~of Risk

~~Based~~In onthe ~~its~~normal ~~assessment~~course of business, the ~~Managing~~Liquidating Trust ~~Trustee~~is ~~believes~~exposed ~~that,~~to astwo significant types of ~~December~~economic 31risk: credit and market. Credit risk is the risk of a lessee, ~~2011~~borrower or other counterparty’s inability or unwillingness to make contractually required payments. All of the Liquidating Trust’s lessees are within one industry segment. Accordingly, ~~its~~the Liquidating ~~internal~~Trust ~~control~~may ~~over~~be ~~financial~~exposed ~~reporting~~to isbusiness ~~effective~~and economic risk.

~~Changes~~Market risk reflects the change in ~~Internal~~value ~~Control~~of ~~over~~debt instruments, ~~Financial~~derivatives ~~Reporting~~and credit facilities due to changes in interest rate spreads or other market factors. The Liquidating Trust believes that the carrying value of its investments is reasonable, taking into consideration these risks, along with estimated collateral values, payment history and other relevant information.

~~There~~For ~~were no changes in~~ the ~~Managing~~year ~~Trustee’s~~ended ~~internal~~December ~~control~~31, ~~over~~2012 ~~financial~~and ~~reporting during~~ the period from May 9, 2011 (~~Commencement~~commencement of ~~Operations~~operations) through 2011, the Liquidating Trust had one lessee that accounted for approximately 100% of its rental income. AA accounted for approximately 100% of the Liquidating Trust’s rental income for the year ended December 31, ~~2011,~~2012. Cathay ~~that~~accounted ~~materially~~for approximately ~~effected,~~100% orof ~~are~~the ~~reasonably~~Liquidating ~~likely~~Trust’s torental ~~materially~~income ~~affect~~for the period from May 9, ~~its~~2011 ~~internal~~(commencement ~~control~~of ~~over~~operations) ~~financial~~through ~~reporting~~December 31, 2011.

As of December 31, 2012 and 2011, the Liquidating Trust had one aircraft that accounted for approximately 100% of its operating assets.

(8) Commitments and Contingencies

The Liquidating Trust 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.

On July 22, 2011, the owners of the Rowan Halifax mobile offshore drilling rig, which was destroyed in 2005 as a result of Hurricane Rita, reached an agreement to settle all claims relating to the dispute with Rowan Companies, Inc. regarding, among other things, the value of the rig and the amount of insurance that was required to be maintained on the rig. As a result, the Liquidating Trust received proceeds of $741,250 during the period from May 9, 2011 (commencement of operations) through December 31, 2011.

In connection with certain investments, the Liquidation Trust is required to maintain restricted cash accounts with certain banks. At December 31, 2012 and 2011, the Liquidation Trust had restricted cash of approximately $790,000 and $0, respectively.

~~Table~~ICON ofIncome ~~Contents~~Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, 2012

(unaudited)

(9) 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 the Managing Trustee, the Managing Trustee carried out an evaluation, under the supervision and with the participation of the management of the Managing Trustee, including its Co-Chief Executive Officers and the Principal Financial and Accounting Officer, of the effectiveness of the design and operation of the 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 the Managing Trustee’s disclosure controls and procedures were effective.

In designing and evaluating the Managing Trustee’s disclosure controls and procedures, the 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. The 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.

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

Evaluation of internal control over financial reporting

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

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

The Managing Trustee 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, the Managing Trustee 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 Managing Trustee’s internal control over financial reporting during the year ended December 31, 2012 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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 Eight B L.P. Liquidating Trust

(Registrant)

By: ICON Capital, ~~Corp.~~LLC

(Managing Trustee of the Registrant)

March 2925, ~~2012~~2013

By: /s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

By: /s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

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

ICON Income Fund Eight B L.P. Liquidating Trust (Registrant) By: ICON Capital, LLC (Managing Trustee of the Registrant) March 25, 2013 By: /s/ Michael A. Reisner Michael A. Reisner Co-Chief Executive Officer, Co-President and Director (Co-Principal Executive Officer) By: /s/ Mark Gatto Mark Gatto Co-Chief Executive Officer, Co-President and Director (Co-Principal Executive Officer) By: /s/ Nicholas Sinigaglia Nicholas Sinigaglia Managing Director (Principal Financial and Accounting Officer)

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

~~By:~~No ~~ICON~~annual ~~Capital~~report ~~Corp~~or proxy material has been sent to beneficial interest holders.

~~(Managing Trustee of the Registrant)~~13

~~March 29, 2012~~41

~~By:~~Exhibit ~~/s/ Michael A~~31.1 ~~Reisner Michael A. Reisner Co-Chief Executive Officer, Co-President and Director (Co-Principal Executive Officer)~~

By: /s/ Mark Gatto Mark Gatto Co-Chief Executive Officer, Co-President and Director (Co-Principal Executive Officer)

By: /s/ Keith S. Franz

Keith S. Franz

Managing Director

(Principal Accounting and Financial 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.

Table of Contents

CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael A. Reisner, certify that:

1. I have reviewed this Annual Report on Form 10-K of ICON Income Fund Eight B L.P. Liquidating Trust (the “Liquidating Trust”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the ~~financial~~net ~~condition,~~assets and changes in ~~financial~~net assets ~~condition~~under ~~and~~the ~~cash~~liquidation ~~flows~~basis of accounting of the Liquidating Trust as of, and for, the ~~period~~periods presented in this report;

4. ~~The Liquidating Trust’s other certifying officers and~~ I ~~are~~am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Liquidating Trust and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under ~~our~~my supervision, to ensure that material information relating to the Liquidating Trust, including its consolidated subsidiaries, is made known to usme by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under ~~our~~my supervision, 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;

c. evaluated the effectiveness of the Liquidating Trust’'s disclosure controls and procedures and presented in this report ~~our~~my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the Liquidating Trust’s internal control over financial reporting that occurred during the Liquidating Trust’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the Liquidating Trust’s internal control over financial reporting; and

5. This ~~The~~report ~~Liquidating Trust’s other certifying officers and I have disclosed~~discloses, based on ~~our~~ my most recent evaluation of internal control over financial reporting~~, to the Liquidating Trust’s board of directors of the Managing Trustee (or persons performing the equivalent functions)~~:

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Liquidating Trust’'s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Liquidating Trust’'s internal control over financial reporting.

Date: March 2925, ~~2012 /s/ Michael A. Reisner Michael A. Reisner Co-Chief Executive Officer and Co-President ICON Capital Corp. Managing Trustee of ICON Income Fund Eight B L.P. Liquidating Trust~~ 2013

/s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

ICON Capital, LLC

Exhibit 31.2

CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Gatto, certify that:

1. I have reviewed this Annual Report on Form 10-K of ICON Income Fund Eight B L.P. Liquidating Trust (the “Liquidating Trust”);

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Liquidating Trust’'s internal control over financial reporting.

Date: March 2925, ~~2012 /s/ Mark Gatto Mark Gatto Co-Chief Executive Officer and Co-President ICON Capital Corp. Managing Trustee of ICON Income Fund Eight B L.P. Liquidating Trust~~2013

13/s/ Mark Gatto

~~Table~~Mark ~~of Contents~~Gatto

~~CERTIFICATION~~Co-Chief OFExecutive Officer ~~PRINCIPAL~~and ~~ACCOUNTING~~Co-President ~~AND FINANCIAL OFFICER~~

ICON Capital, LLC

Exhibit 31.3

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nicholas ~~Keith S. Franz~~Sinigaglia, certify that:

1. I have reviewed this Annual Report on Form 10-K of ICON Income Fund Eight B L.P. Liquidating Trust (the “Liquidating Trust”);

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Liquidating Trust’'s internal control over financial reporting.

Date: March 2925, ~~2012 /s/Keith S. Franz Keith S. Franz Managing Director Principal Accounting and Financial Officer ICON Capital Corp. Managing Trustee of ICON Income Fund Eight B L.P. Liquidating Trust~~2013

14/s/ Nicholas Sinigaglia

Nicholas Sinigaglia

Managing Director

(Principal Financial and Accounting Officer)

ICON Capital, LLC

Filing Compare · ICON INCOME FUND EIGHT B LP