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~~2013
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, 36th Floor
New York, New York			10016
(Address of principal executive offices)			(Zip Code)
(212) 418-4700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  No þ
Yes  Noþ
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.
Number of outstanding beneficial interests of the registrant on March 24, 2013 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

	Page
Consolidated Statements of Net Assets in Liquidation	1
Consolidated Statements of Changes in Net Assets in Liquidation	2
Consolidated Statements of Cash Flows in Liquidation	3
Notes to Consolidated Financial Statements	4
Notes to the Consolidated Financial Statements	4
Signatures	1211
Certification of Co-Chief Executive Officer	13
Certification of Co-Chief Executive Officer	14
Certification of Principal Financial and Accounting Officer	15

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,
			2013		2012
Assets
	Cash		$	494,996	$	594,749
	Leased equipment at cost (less accumulated depreciation of
		$9,694,545 and $5,982,496, respectively)		30,014,369		30,601,582
	Accounts receivable and other			1,268,569		791,339
	Prepaid expense			-		781,703
Total assets				31,777,934		32,769,373
Liabilities
	Non-recourse long-term debt			24,075,190		28,322,688
	Maintenance reserves			5,641,523		2,469,533
	Accrued expenses and other liabilities			1,375,768		34,687
	Security deposit			790,000		790,000
	Due to affiliates			-		220,545
Total liabilities				31,882,481		31,837,453
Net (liabilities) assets in liquidation			$	(104,547)	$	931,920

See accompanying notes to consolidated financial statements.

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.

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)



			Years Ended December 31,
			2013		2012
Revenue:
	Rental income		$	3,673,672	$	4,025,760

Expenses:
	Depreciation			3,712,049		3,737,397
	Interest			952,260		684,222
	General and administrative			45,830		680,721
		Total expenses		4,710,139		5,102,340
Net loss				(1,036,467)		(1,076,580)

Net assets in liquidation, beginning of year				931,920		2,008,500
Net (liabilities) assets in liquidation, end of year			$	(104,547)	$	931,920

See accompanying notes to consolidated financial statements.

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.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Consolidated Statements of Cash Flows in Liquidation

(unaudited)


				Years Ended December 31,
				2013		2012
Cash flows from operating activities:
	Net loss			$	(1,036,467)	$	(1,076,580)
	Adjustments to reconcile net loss to net cash used in
	operating activities:
		Rental income paid directly to lenders by lessee			(3,012,293)		(2,964,651)
		Depreciation			3,712,049		3,737,397
		Interest expense from amortization of debt discount			473,962		-
		Interest expense on non-recourse long-term debt paid directly to lenders by lessees			442,423		684,222
	Changes in operating assets and liabilities:
			Other assets		(477,230)		(920,610)
			Due to affiliates		(220,545)		18,243
			Accrued expenses and other current liabilities		18,348		(480,767)
Net cash used in operating activities					(99,753)		(1,002,746)

Cash flows from financing activities:
	Proceeds from non-recourse long-term debt				-		834,003
Net cash provided by financing activities					-		834,003
Net decrease in cash					(99,753)		(168,743)
Cash, beginning of year					594,749		763,492
Cash, end of year				$	494,996	$	594,749

Supplemental disclosure of non-cash investing and financing activities:
	Principal on non-recourse long-term debt
		paid directly to lenders by lessees		$	3,171,990	$	2,469,533
	Aircraft reconfiguration costs paid directly by lender			$	2,343,133	$	-
	Reclassification of prepaid reconfiguration costs from prepaid expense to
		leased equipment at cost		$	781,703	$	-

See accompanying notes to consolidated financial statements.

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.

Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2012~~2013

(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 of Operations”). ~~The~~ When used in these notes to the consolidated financial statements, the terms “we,” “us,” “our” or similar terms refer to the Liquidating Trust isand ~~governed~~its consolidated subsidiaries. We are governed by a Liquidating Trust Agreement that appointed ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp., as ~~managing~~our managing trustee ~~of the Liquidating Trust~~ (the “Managing Trustee”). ~~The~~ ~~Liquidating Trust’s~~ Our two 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 investments, as well as all assets and liabilities of in ICON Income Fund Eight B L.P. (“Fund Eight B”), were transferred to ~~the~~us ~~Liquidating Trust~~ as of May 9, 2011 in order to reduce the expenses incurred by Fund Eight B and to maximize potential distributions to beneficiaries. On May 9, 2011, all general and limited partnership interests in Fund Eight B were exchanged for an equal number of ~~beneficial~~ ~~interests~~our inbeneficial ~~the Liquidating Trust~~interests.

(2) Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The general partner of Fund Eight B approved a plan of liquidation on May 9, 2011 and transferred all of Fund Eight B’s assets and liabilities to ~~the~~us ~~Liquidating Trust~~ to commence liquidation. As a result, the basis of accounting for periods subsequent to May 9, 2011 was changed from the going-concern basis to a liquidation basis.

~~The~~Our 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~~our Managing Trustee, all adjustments, which are of a normal recurring nature, considered necessary for a fair presentation have been included. The consolidated financial statements include ~~the~~our accounts ofand the ~~Liquidating~~accounts ~~Trust~~of ~~and~~our ~~its~~ wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

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

Cash

Cash includes cash in banks held principally at two financial institutions, which at times may exceed insured limits. ~~The~~ ~~Liquidating~~We ~~Trust~~have ~~has~~ placed these funds in high quality institutions in order to minimize risk relating to exceeding insured limits.

Leased Equipment at Cost

~~The~~Investments ~~Liquidating Trust’s investment~~ in leased equipment isare stated at cost less accumulated depreciation. Leased equipment is depreciated on a straight-line basis over the lease term, towhich ~~the~~typically ranges ~~asset’s~~from ~~residual~~3 ~~value. Residual~~to ~~values~~8 ~~are~~years, ~~reviewed~~to ~~for impairment in accordance with~~ the ~~Liquidating Trust~~asset’s ~~impairment~~residual ~~review policy~~value.

~~The~~Our ~~residual~~Managing ~~value~~Trustee ~~assumes,~~has ~~among~~an investment ~~other~~committee ~~things,~~ that ~~the~~approves ~~asset~~each isnew ~~utilized~~equipment ~~normally~~lease inand another ~~open,~~financing transaction. ~~unrestricted~~As ~~and~~part ~~stable~~of ~~market. Short-term~~its ~~fluctuations~~process, in the ~~market~~investment ~~place~~committee ~~are~~determines ~~disregarded~~the residual ~~and~~value, itif isany, ~~assumed~~to ~~that~~be ~~there~~used isonce nothe ~~necessity~~investment ~~either~~has tobeen ~~dispose~~approved. ofThe factors aconsidered ~~significant~~in ~~number~~determining of the ~~assets,~~residual ifvalue ~~held in quantity~~include, ~~simultaneously~~but orare not limited to, ~~dispose~~the creditworthiness of the ~~asset~~potential ~~quickly. The~~lessee, ~~residual~~the ~~value~~type isof ~~calculated~~equipment considered, ~~using~~how ~~information~~the ~~from~~equipment ~~various~~is ~~external~~integrated ~~sources,~~into ~~such~~the aspotential ~~trade publications~~lessee’s business, ~~auction~~the ~~data,~~length ~~equipment~~of ~~dealers,~~the ~~wholesalers~~lease and the industry ~~experts,~~in aswhich ~~well~~the aspotential lessee ~~inspection~~operates. Residual ofvalues ~~the~~are ~~physical~~reviewed ~~asset~~for ~~and~~impairment ~~other~~in ~~economic~~accordance with ~~indicators~~our impairment review policy.

~~Asset~~The ~~Impairments~~residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. The residual value is

The 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 4

5Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2012~~2013

(unaudited)

~~exceeds~~calculated ~~its~~using information ~~fair~~from ~~value~~various ~~and~~external ~~recorded~~sources, insuch ~~the~~as ~~consolidated~~trade ~~statements~~publications, ofauction data, ~~changes~~equipment indealers, ~~nets~~wholesalers ~~assets~~and inindustry ~~liquidation~~experts, inas ~~the~~well ~~period~~as inspection of the ~~determination~~physical isasset ~~made~~and other economic indicators.

The events or changes in circumstances that generally indicate that an asset may be impaired are (i) the estimated fair value of the underlying equipment is less than its carrying value or (ii) the lessee is experiencing financial difficulties and it does not appear likely that the estimated proceeds from the disposition of the asset will be sufficient to satisfy the residual position in the asset and, if applicable, the remaining obligation to the non-recourse lender. Generally in the latter situation, the residual position relates to equipment subject to third-party non-recourse debt where the lessee remits its rental payments directly to the lender and 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.Depreciation

We record depreciation expense on equipment when the lease is classified as an operating lease. In order to calculate depreciation, we first determine the depreciable base, which is the equipment cost less the estimated residual value at lease termination. Depreciation expense is recorded on a straight-line basis over the lease term.

Asset Impairments

The significant assets in our portfolio are periodically reviewed, no less frequently than annually or when indicators of impairment exist, to determine whether events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss will be recognized only if the carrying value of a long-lived asset is not recoverable and exceeds its fair market value. If there is an indication of impairment, we will estimate the future cash flows (undiscounted and without interest charges) expected from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If an impairment is determined to exist, the impairment loss will be measured as the amount by which the carrying value of a long-lived asset exceeds its fair value and recorded in our consolidated statements of changes in net assets in liquidation in the period the determination is made.

The events or changes in circumstances that generally indicate that an asset may be impaired are (i) the estimated fair value of the underlying equipment is less than its carrying value or (ii) the lessee is experiencing financial difficulties and it does not appear likely that the estimated proceeds from the disposition of the asset will be sufficient to satisfy the residual position in the asset. The preparation of the undiscounted cash flows requires the use of assumptions and estimates, including the level of future rents, the residual value expected to be realized upon disposition of the asset, estimated downtime between re-leasing events and the amount of re-leasing costs. Our Managing Trustee’s review for impairment includes a consideration of the existence of impairment indicators including third-party appraisals, published values for similar assets, recent transactions for similar assets, adverse changes in market conditions for specific asset types and the occurrence of significant adverse changes in general industry and market conditions that could affect the fair value of the asset.

Revenue Recognition

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

For operating leases, rental income is recognized on a straight-line basis over the lease term. Billed operating lease receivables are included in accounts receivable until collected or written off. ~~Accounts~~ ~~receivable~~We ~~are~~record ~~stated~~a atreserve ~~their~~if ~~estimated~~we ~~net~~deem ~~realizable~~any receivables ~~value~~not collectible. The difference between the timing of the cash received and the income recognized on a straight-line basis is recognized as either deferred ~~income~~revenue or other ~~current~~ assets, as appropriate.

Allowance for Doubtful 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~~We capitalize ~~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~~ We paid acquisition fees to ~~its~~our ~~general~~Managing ~~partner,~~Trustee ~~ICON~~of ~~Capital, LLC (“ICON Capital”), equal to~~ 3% of the purchase price of the ~~Fund~~investment ~~Eight~~made ~~B’s~~by ~~investments. These~~or ~~fees~~on ~~were~~our ~~capitalized~~behalf, including, but not limited to, the cash paid, indebtedness incurred or assumed, and ~~included~~the inexcess of the ~~cost~~collateral value of the ~~investment. These~~long-lived ~~costs~~asset ~~are~~over ~~amortized~~the onamount aof the investment, if any. The ~~lease~~costs byof ~~lease~~each ~~basis~~transaction ~~based~~are onamortized over the ~~actual~~transaction ~~lease~~ term using the straight-line method for operating leases and the effective interest rate method for finance leases in our consolidated statements of changes in net assets in liquidation. 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. 5

6Table of Contents

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2012~~2013

(unaudited)

~~The~~We are taxed as a partnership for federal and state income tax purposes. Therefore, no provision for federal and state income taxes has been recorded since the liability for such taxes is the responsibility of each of the individual beneficial owners rather than us. We are potentially subject to New York City unincorporated business tax (“UBT”), which is imposed on the taxable income of any active trade or business carried on in New York City. The UBT is imposed for each taxable year at a rate of approximately 4% of taxable income that is allocable to New York City. ~~The~~Our ~~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 analyses of tax laws, regulations and interpretations thereof. ~~The~~We ~~Liquidating Trust~~ did not have any material liabilities recorded related to uncertain tax positions nor did itwe have any unrecognized tax benefits as of the periods presented herein.

Use of Estimates

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

(3) Leased Equipment at Cost

Leased equipment at cost consisted of the following:

			December 31,
			2012		2011
			2013		2012
Aircraft			$	3639,~~584~~708,~~078~~914	$	36,584,078
Less: accumulated depreciation				59,~~982~~694,~~496~~545		25,~~245~~982,~~099~~496
	Leased equipment at cost, less accumulated depreciation	~~Leased equipment at cost, less accumulated depreciation~~	$	30,~~601~~014,~~582~~369	$	3430,~~338~~601,~~979~~582

Depreciation expense was $3,~~737~~712,~~397~~049 and $2 3,~~245~~737,~~099~~397 for the ~~year~~years ended December 31, ~~2012~~ 2013 and ~~the period from May 9~~2012, ~~2011 (commencement of operations) through December 31, 2011,~~ respectively.

ICON Aircraft 123 LLC

~~The~~We ~~Liquidating~~own ~~Trust owns~~ an Airbus A340-313X aircraft (“Aircraft 123”). ~~The~~ Aircraft ~~previous~~123 ~~lease~~was ofpreviously ~~Aircraft~~on ~~123~~lease to Cathay Pacific Airways Limited (“Cathay”), which lease 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. In connection with preparing the aircraft for re-lease, ~~during~~we ~~the year ended December 31, 2012 and the period from May 9, 2011 (commencement of operations) through December 31, 2011, the Liquidating Trust~~ incurred approximately $429,000 ~~and $274,000, respectively,~~ in repairs and maintenance expense, which consisted primarily of cabin preparation and mechanical and airworthiness services during the year ended December 31, 2012.

~~The~~As ~~Liquidating~~a ~~Trust~~condition ~~has an outstanding,~~of ~~non-recourse~~the ~~debt~~lease ~~balance~~with ~~related~~AA tofor Aircraft 123~~. At~~, ~~the~~we ~~expiration~~agreed ~~of Aircraft~~to ~~123’s~~perform ~~previous~~an ~~lease,~~upgrade aof ~~balloon payment equal to~~ the ~~then-outstanding~~ ~~debt~~aircraft. ~~balance~~During ~~was~~the ~~due,~~upgrade ~~but was not made~~period, aswhich ~~the~~commenced ~~aircraft~~on ~~was~~November ~~still~~9, ~~being~~2013 ~~readied~~and ~~for delivery to AA. As the loan~~ was ~~expected~~completed toon beDecember ~~refinanced~~6, ~~the~~2013, ~~lender agreed~~Aircraft ~~not~~123 towas ~~exercise~~out ~~any~~ of ~~its remedial rights under the loan agreement~~service. The ~~debt~~ ~~continued to accrue interest, which was added to the outstanding principal~~upgrade ~~balance~~costs ofwere ~~the~~approximately ~~debt until the debt was refinanced on December~~ $3, ~~2012. At December 31~~125, ~~2012 and 2011~~000, ~~the~~all ~~outstanding~~of ~~non-recourse~~which ~~debt~~were ~~balance~~capitalized ~~related~~ to ~~Aircraft~~leased equipment ~~123~~at ~~was~~cost ~~approximately~~as ~~$28,323,000~~of ~~and~~December ~~$32~~31,~~239,000,~~ ~~respectively~~2013.

AsIn aaddition ~~condition of~~ to the lease ~~with AA for Aircraft 123~~payments, the ~~Liquidating~~lessee ~~Trust agreed to perform an upgrade of the aircraft. During the upgrade period, which~~ is ~~scheduled~~required to ~~commence~~fund inmaintenance ~~early~~reserves to ~~mid~~ensure ~~2013~~necessary ~~and~~funds ~~estimated~~are toavailable ~~require~~for ~~approximately~~the ~~one~~repairs ~~month,~~and maintenance of Aircraft 123. Funds will be ~~out~~ ofreimbursed ~~service. The~~to ~~upgrade~~the islessee ~~estimated~~as toexpenses ~~cost~~are ~~approximately $2,213,000. For~~incurred by the ~~year~~lessee. ~~ended~~At ~~December~~the ~~31,~~expiration ~~2012,~~of ~~approximately~~the ~~$782~~lease,~~000~~ ofany ~~the~~remaining ~~reconfiguration~~maintenance ~~costs~~reserves ~~had~~will ~~been~~be ~~paid~~retained ~~and~~by ~~was~~us ~~included~~and recorded as ~~prepaid~~rental ~~expense~~income inon the ~~consolidated~~ consolidated statements of changes in net assets in liquidation.

7Aggregate annual minimum future rentals receivable from our non-cancelable lease for the next five years consisted of the following at December 31, 2013:

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ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2012~~2013

(unaudited)

In addition 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.

Years Ending December 31,
2014	$	4,476,000
2015		4,476,000
2016		4,476,000
2017		4,476,000
2018		-
	$	17,904,000

Aggregate annual minimum future rentals receivable from the Liquidating Trust’s non-cancelable lease for the next five years consisted of the following at December 31, 2012:

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

(4) Investment in 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 (“Fund Nine”), formed the 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. 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.

ICON Aircraft 126 LLC

~~The Liquidating Trust~~We, through a joint venture with ICON Income Fund Nine Liquidating Trust, ~~has~~an entity also managed by our Managing Trustee (“Fund Nine”), have a 50% ownership interest in an Airbus A340-313X aircraft (“Aircraft 126”). The previous lease of Aircraft 126 expired on June 30, 2011. On January 3, 2012, Aircraft 126 was delivered to the new lessee, AA, at which time a new six-year lease commenced. The joint venture has an outstanding, non-recourse debt balance related to Aircraft 126. At the expiration of Aircraft 126’s previous lease, a balloon payment equal to the then-outstanding debt balance of $32,677,000 was due, but was not made, as the aircraft was still being readied for delivery to AA. As the loan was expected to be refinanced, the lender agreed not to exercise any of its remedial rights under the loan agreement. The debt continued to accrue interest, which was added to the outstanding principal balance of the debt until the debt was refinanced on December 3, 2012.

At December 31, ~~2012~~2013 and ~~2011~~2012, ~~the~~our ~~Liquidating Trust’s~~ carrying value in the joint venture was $0. For the ~~year~~years ended December 31, 2013 and 2012, there was no loss from investment in joint venture as ~~the~~our ~~Liquidating Trust’s~~ investment has been reduced to zero and ~~the~~we ~~Liquidating~~are ~~Trust is~~ no longer required to record ~~its~~ our share of the joint venture’s losses.

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, 2012

(unaudited)

Information as to the financial position and results of operations of the joint venture is summarized below.

	December 31,
	2012		2011
	2013		2012
Current assets	$	-	$	-
Non-current assets	$	29,754,252	$	33,000,991
Non-current assets	$	33,000,991	$	34,121,531
Current liabilities	$	69,507	$	1,426,452
Current liabilities	$	1,426,452	$	33,488,650
Non-current liabilities	$	31,739,161	$	32,585,746
Non-current liabilities	$	32,585,746	$	671,854
Members' deficit	$	(2,054,416)	$	(1,011,206)
Members' deficit	$	(1,011,206)	$	(38,973)
Liquidating Trust's share of deficit	$	(1,027,208)	$	(505,603)
Liquidating Trust's share of deficit	$	(505,603)	$	(19,487)
Revenue	$	4,362,160	$	3,503,329
Revenue	$	3,503,329	$	3,695,786
Expenses		5,405,369		4,691,080
Expenses		4,691,080		6,253,064
Net loss	$	(1,043,209)	$	(1,187,751)
Net loss	$	(1,187,751)	$	(2,557,278)
Liquidating Trust’s share of net loss	$	(521,605)	$	(593,876)
Liquidating Trust’s share of net loss	$	(593,876)	$	(1,278,639)

(5) Non-Recourse Long-Term Debt

~~The Liquidating~~We ~~Trust~~ incurred non-recourse debt 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 (“Cathay”)~~. ~~The~~We ~~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 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.

As of December 31, 2012 and 2011, the Liquidating Trust had net debt financing costs of $0. For the year ended December 31, 2012 and the period from May 9, 2011 (commencement of operations) through December 31, 2011, the Liquidating Trust recorded in interest expense the amortization of the nonrecourse long-term debt financing costs of $0 and $10,512, respectively.7

~~The aggregate~~Table ~~maturities~~ of ~~non-recourse long-term debt consisted of the following at December 31, 2012:~~Contents

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.

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2012~~2013

(unaudited)

recourse debt accrues interest at the one-month London Interbank Offered Rate (“LIBOR”) plus a 1.60% margin and matures on January 31, 2018.

As part of the December 3, 2012 debt restructuring, certain contingent payments would be due to the lender if Aircraft 123, through any leases and its ultimate disposition, generated cash flows in excess of a pre-determined amount. Our original estimate was that the pre-determined amount would not be achieved and, therefore, no payment would be due to the lender. During 2013, based on updated estimates and additional operating history to analyze, we determined that it was probable that a payment of $2,500,000 would be due to the lender following the termination of the existing lease and ultimate disposition of Aircraft 123. Accordingly, we recorded an additional $2,500,000 liability to the lender which is recorded within non-recourse long-term debt on the consolidated statements of net assets in liquidation. Simultaneously, we recorded a corresponding (offsetting) discount of $2,500,000, which is also recorded within non-recourse long-term debt. Over the remaining term of the non-recourse long-term debt, the discount will be amortized to interest expense using the effective interest rate method. Future changes in certain estimates, including the estimated residual value of Aircraft 123 or future lease rates, could effect the amount of this liability, although it can never exceed $2,500,000. At December 31, 2013 and 2012, the outstanding non-recourse debt balance related to Aircraft 123 was $23,601,228 and $28,322,688, respectively.

The aggregate maturities of non-recourse long-term debt consisted of the following at December 31, 2013:

Years Ending December 31,
2014	$	4,292,454
2015		4,292,454
2016		4,292,454
2017		4,292,454
2018		4,292,454
Thereafter		2,612,920
	$	24,075,190

At December 31, 2013 and 2012, we were in compliance with all covenants related to the non-recourse long-term debt.

(6) Transactions with Related Parties

~~The~~Under ~~Liquidating~~the ~~Trust~~terms ~~paid~~of ~~distributions~~a tomaintenance ~~the~~agreement ~~Managing~~between ~~Trustee of~~ICON $0123 and ICON 126, ICON 126 paid approximately $5143,~~048~~000 ~~during~~in maintenance costs on behalf of ICON 123 as of the year ended December 31, 2012. ~~and~~ICON ~~the~~123 ~~period~~intends ~~from May~~to 9,reimburse ~~2011~~ICON ~~(commencement~~126 ofif ~~operations)~~and ~~through~~when ~~December~~it ~~31,~~receives ~~2011, respectively~~proceeds from the sale of Aircraft 123.

Under the terms of a maintenance agreement between ICON 123 and ICON 126, ICON 126 paid approximately $143,000 in maintenance costs on behalf of ICON 123. ICON 123 intends to reimburse ICON 126 if and when it receives proceeds from the sale of Aircraft 123.

In connection with the amounts paid pertaining to the delivery of Aircraft 123 to AA, the Liquidating Trust has an obligation to repay ICON 126 approximately $78,000.

(7) Concentrations of Risk

In the normal course of business, ~~the~~we ~~Liquidating Trust~~are is exposed to two significant types of economic risk: credit and market. Credit risk is the risk of a lessee, borrower or other counterparty’s inability or unwillingness to make contractually required payments. ~~All~~We ofhave ~~the Liquidating~~one ~~Trust’s~~lessee ~~lessees~~which ~~are~~is within one industry segment. Accordingly, ~~the Liquidating~~we ~~Trust~~ may be exposed to business and economic risk.

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

For the ~~year~~years ended December 31, ~~2012~~2013 and ~~the period from May 9~~2012, ~~2011~~we ~~(commencement of operations) through 2011, the Liquidating Trust~~ had one lessee that accounted for approximately 100% of ~~its~~our rental ~~income. AA~~ ~~accounted for approximately 100% of the Liquidating Trust’s rental~~ income ~~for the year ended December 31, 2012~~. ~~Cathay accounted for approximately 100% of the Liquidating Trust’s rental income for the period from May 9, 2011 (commencement of operations) through December 31, 2011.~~

As of December 31, ~~2012~~2013 and ~~2011~~2012, ~~the~~we ~~Liquidating Trust~~ had one aircraft that accounted for approximately 100% of ~~its~~our 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.8

AsTable ~~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, Aircraft 123 will be out of service for approximately one month. The upgrade is estimated to cost approximately $2,213,000.Contents

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.

ICON Income Fund Eight B L.P. Liquidating Trust

(A Delaware Statutory Trust)

Notes to the Consolidated Financial Statements

December 31, ~~2012~~2013

(unaudited)

~~(9) Controls~~We entered into certain residual sharing and remarketing agreements with various third parties. In ~~Procedures~~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, 2013 and 2012, no amounts were accrued related to these agreements.

In connection with certain investments, we are required to maintain restricted cash accounts with certain banks. We had restricted cash of $790,000, which is included in accounts receivable and other on our consolidated statements of net assets in liquidation as of December 31, 2013 and 2012.

Item 9A. Controls and Procedures

Evaluation of disclosure controls and procedures

In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, ~~2012~~ 2013, as well as the financial statements for ~~the~~our Managing Trustee, ~~the~~ our Managing Trustee carried out an evaluation, under the supervision and with the participation of the management of ~~the~~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 ~~the~~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 ~~the~~our Managing Trustee’s disclosure controls and procedures were effective.

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

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

Evaluation of internal control over financial reporting

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

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

~~The~~ Our Managing Trustee assessed the effectiveness of its internal control over financial reporting as of December 31, ~~2012~~2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control — Integrated Framework." as issued in 1992.

Based on its assessment, ~~the~~ our Managing Trustee believes that, as of December 31, ~~2012~~2013, its internal control over financial reporting is effective.

Changes in internal control over financial reporting

There were no changes in ~~the~~ our Managing Trustee’s internal control over financial reporting during the year ended December 31, ~~2012~~2013 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

1210

41Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ICON Income Fund Eight B L.P. Liquidating Trust

(Registrant)

By: ICON Capital, LLC

(Managing Trustee of the Registrant)

March 2526, ~~2013~~2014

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 2526, ~~2013~~2014 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 A. Sinigaglia Nicholas A. Sinigaglia Managing Director (Principal Financial and Accounting Officer)

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

No annual report or proxy material has been sent to beneficial interest holders.

1311

Exhibit 31.1

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 net assets and changes in net assets under the liquidation basis of accounting of the Liquidating Trust as of, and for, the periods presented in this report;

4. I 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 my supervision, to ensure that material information relating to the Liquidating Trust, including its consolidated subsidiaries, is made known to me 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 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 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 report discloses, based on my most recent evaluation of internal control over financial reporting:

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 25, 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”);

5. This report discloses, based on my most recent evaluation of internal control over financial reporting:

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 25, 2013

/s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President

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 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”);

5. This report discloses, based on my most recent evaluation of internal control over financial reporting:

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 25, 2013

/s/ Nicholas Sinigaglia

Nicholas Sinigaglia

Managing Director

(Principal Financial and Accounting Officer)

ICON Capital, LLC

Filing Compare · ICON INCOME FUND EIGHT B LP