UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K[x] ANNUAL REPORT PURSUANT
  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
 December 31, 2014or[  ] TRANSITION REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For
  the transition period from
 
 toCommission file number
 333-37504ICON 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 FloorNew York, New York
 
 10016(Address of principal executive offices)
 
 (Zip Code)(212) 418-4700(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of
  the Act:NoneSecurities registered pursuant to Section 12(g) of
  the Act:NoneIndicate by check mark if the
  registrant is a well-known seasoned issuer, as defined in Rule 405 of the
  Securities Act.Yes☐No☑Indicate by check mark if the
  registrant is not required to file reports pursuant to Section 13 or Section
  15(d) of the Act.*Yes☐No☐Indicate
  by check mark whether the registrant (1) has filed all reports required to be
  filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
  preceding 12 months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such filing
  requirements for the past 90 days.*Yes☐No ☐Indicate by check mark whether the registrant has submitted
  electronically and posted on its corporate Web site, if any, every
  Interactive Data File required to be submitted and posted pursuant to Rule
  405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
  months (or for such shorter period that the registrant was required to submit
  and post such files).Yes☐No ☐Indicate by check mark if disclosure of delinquent
  filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
  not contained herein, and will not be contained, to the best of registrant's
  knowledge, in definitive proxy or information statements incorporated by
  reference in Part III of this Form 10-K or any amendment to this Form 10-K.☑Indicate
  by check mark whether the registrant is a large accelerated filer, an
  accelerated filer, a non-accelerated filer or a smaller reporting company. 
  See the definitions of “large accelerated filer,” “accelerated filer” and
  “smaller reporting company” in Rule 12b-2 of the Exchange Act.Large
  accelerated filer ☐
 Accelerated
  filer  ☐Non-accelerated
  filer  ☐ (Do not check if a smaller reporting company)
 Smaller
  reporting company☑Indicate by check mark whether
  the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes ☐    No☑State
  the aggregate market value of the voting and non-voting common equity held by
  non-affiliates computed by reference to the price at which the common equity
  was last sold, or the average bid and asked price of such common equity, as
  of the last business day of the registrant’s most recently completed second
  fiscal quarter:Not applicable.There is no established market for
  the beneficial interests of the registrant.Number of
  outstanding beneficial interests of the registrant on March 27, 2015 is 740,380.DOCUMENTS INCORPORATED BY
  REFERENCENone.
  *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.


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Table
  of Contents
 PageStatements
  of Net (Liabilities) Assets
 1Statements
  of Changes in Net (Liabilities) Assets
 2Statements
  of Cash Flows
 3Notes
  to the Financial Statements
 4Signatures
 12


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Table of Contents
 ICON Income Fund Eight B L.P. Liquidating
Trust (A Delaware Statutory Trust) Statements of Net (Liabilities) Assets (unaudited)  December 31,2014
 
 2013AssetsCash
 $
 425,512
 
 $
 494,996Leased
  equipment at cost (less accumulated depreciation ofof $0 and
  $9,694,545, respectively)
 
 -
 
 
 30,014,369Asset held for
  sale
 
 16,690,000
 
 
 -Restricted cash
 
 792,891
 
 
 790,000Accounts receivable
  and other
 
 625,233
 
 
 478,569Total assets
 
 18,533,636
 
 
 31,777,934LiabilitiesNon-recourse
  long-term debt
 
 23,209,350
 
 
 24,075,190Maintenance
  reserves
 
 3,644,391
 
 
 5,641,523Accrued
  expenses and other liabilities
 
 102,418
 
 
 1,375,768Security
  deposit
 
 790,000
 
 
 790,000Total
  liabilities
 
 27,746,159
 
 
 31,882,481Commitments and
  contingencies (Note 10)Net liabilities
 $
 (9,212,523)
 
 $
 (104,547)See accompanying notes to financial
  statements.
  1


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Table of Contents
 ICON Income Fund Eight B L.P. Liquidating
Trust (A Delaware Statutory Trust) Statements of Changes in Net (Liabilities)
Assets (unaudited)  Years Ended December 31,2014
 
 2013Revenue:Rental income
 $
 4,358,122
 
 $
 3,673,672Interest income
 
 2,891
 
 
 -Total revenue
 
 4,361,013
 
 
 3,673,672Expenses:Depreciation
 
 4,411,682
 
 
 3,712,049Interest
 
 (97,679)
 
 
 952,260General and
  administrative
 
 242,299
 
 
 45,830Impairment loss
 
 8,912,687
 
 
 -Total expenses
 
 13,468,989
 
 
 4,710,139Net loss
 
 (9,107,976)
 
 
 (1,036,467)Net
  (liabilities) assets, beginning of year
 
 (104,547)
 
 
 931,920Net
  liabilities, end of year
 $
 (9,212,523)
 
 $
 (104,547)See accompanying notes to financial
  statements.
  2


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Table of Contents
 ICON Income Fund Eight B L.P. Liquidating
Trust (A Delaware Statutory Trust) Statements of Cash Flows (unaudited)  Years Ended December 31,2014
 
 2013Cash flows from
  operating activities:Net loss
 $
 (9,107,976)
 
 $
 (1,036,467)Adjustments to
  reconcile net loss to net cash used inoperating
  activities:Impairment loss
 
 8,912,687
 
 
 -Depreciation
 
 4,411,682
 
 
 3,712,049Rental income
  paid directly to lenders by lessee
 
 (4,044,074)
 
 
 (3,012,293)Interest, other
 
 (2,891)
 
 
 -Interest
  expense from amortization of debt discount
 
 (473,961)
 
 
 473,962Interest
  expense on non-recourse long-term debt paid directly to lender by lessee
 
 390,894
 
 
 442,423Changes in
  operating assets and liabilities:Other assets
 
 (146,664)
 
 
 (477,230)Due to
  affiliates
 
 -
 
 
 (220,545)Accrued
  expenses and other current liabilities
 
 (9,181)
 
 
 18,348Net cash used
  in operating activities
 
 (69,484)
 
 
 (99,753)Net decrease in
  cash
 
 (69,484)
 
 
 (99,753)Cash, beginning
  of year
 
 494,996
 
 
 594,749Cash, end of
  year
 $
 425,512
 
 $
 494,996Supplemental
  disclosure of non-cash investing and financing activities:Maintenance
  reserves from lessee paid directly to lender
 $
 2,422,505
 
 $
 3,171,990Aircraft
  reconfiguration costs paid directly by lender
 $
 1,264,169
 
 $
 2,343,133Maintenance
  reserves paid directly to lessee
 $
 (4,419,637)
 
 $
 -Additional
  financing to fund maintenance reserves
 $
 4,419,637
 
 $
 -Reclassification
  of prepaid reconfiguration costs from prepaid expense toleased
  equipment at cost
 $
 -
 
 $
 781,703See accompanying notes to financial
  statements.
 3


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Table of Contents  ICON Income Fund
Eight B L.P. Liquidating Trust (A Delaware Statutory
Trust) Notes to the
Financial Statements December 31, 2014 (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”). When used in these notes to the
financial statements, the terms “we,” “us,” “our” or similar terms refer to the
Liquidating Trust.  We are governed by a Liquidating Trust Agreement that
appointed ICON Capital, LLC, a Delaware limited liability company formerly
known as ICON Capital Corp., as our managing trustee (the “Managing Trustee”). Our
two assets are an investment in ICON Aircraft 123 LLC (“ICON 123”) and an
interest in a joint venture, ICON Aircraft 126 LLC (“ICON 126”). These investments,
as well as all other assets and liabilities of ICON Income Fund Eight B L.P.
(“Fund Eight B”), were transferred to us 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 our beneficial interests.  (2)     Summary of Significant Accounting Policies  Basis of Presentation  In April 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-07,Liquidation Basis of Accounting(“ASU 2013-07”), which, among other things, clarifies when an entity should apply the liquidation basis of accounting. The standard states that if a plan for liquidation was specified in the entity’s governing documents since its inception, the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. ASU 2013-07 is effective for entities during annual reporting periods beginning after December 15, 2013. While the 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 Liquidating Trust, such plan was provided for in Fund Eight B’s partnership agreement, as amended, since inception. Accordingly, our Managing Trustee has concluded that the liquidation basis of accounting is not applicable to us.  Management considered cash on
hand, accrued expenses and other liabilities as of December 31, 2014, as well
as ongoing costs to operate the Liquidating Trust, and believes there is
sufficient liquidity to continue as a going concern within one year from the
date that these financial statements are issued. Our accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In the opinion of our Managing Trustee, all adjustments, which are of a normal recurring nature, considered necessary for a fair presentation have been included.  We account for our noncontrolling interest in our joint venture where we have influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting.  Accordingly, our original investment was recorded at cost and adjusted for our share of earnings, losses and distributions of the joint venture.  Our investment in our joint venture is subject to our impairment review policy.  Certain reclassifications have been made to the accompanying financial statements in prior years to conform to the current presentation.  Cash  Cash includes cash in banks held principally at two financial institutions, which at times may exceed insured limits. We have placed these funds in high quality institutions in order to minimize risk relating to exceeding insured limits.  Leased Equipment at Cost  Investments in leased
equipment are stated at cost less accumulated depreciation.  Leased equipment is
depreciated on a straight-line basis over the lease term to the asset’s
residual value.  4


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


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Table of Contents  ICON Income Fund
Eight B L.P. Liquidating Trust (A Delaware Statutory
Trust) Notes to the
Financial Statements December 31, 2014 (unaudited)
 For operating leases, rental income is recognized on a
straight-line basis over the lease term.  Billed operating lease receivables
are included in accounts receivable until collected or written off. We record a
reserve if we deem any receivable not collectible. The difference between the
timing of the cash received and the income recognized on a straight-line basis
is recognized as either deferred revenue or other assets, as appropriate.  Initial Direct Costs  We
capitalize initial direct costs, including acquisition fees, associated with
the origination and funding of leased assets and other financing transactions.
We paid acquisition fees to our Managing Trustee of 3% of the purchase price of
the investment made by or on our behalf, including, but not limited to, the
cash paid, indebtedness incurred or assumed, and the excess of the collateral
value of the long-lived asset over the amount of the investment, if any. The
costs of each transaction are amortized over the transaction term using the
straight-line method for operating leases in our statements of changes in net
(liabilities) assets. Costs related to leases or other financing transactions
that are not consummated are expensed.  Income Taxes  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
individualbeneficial ownersrather than our business as a whole.  We are
potentially subject to New York City unincorporated business tax (“UBT”), which
is imposed on the taxable income of any active trade or business carried on in
New York City.  The UBT is imposed for each taxable year at a rate of
approximately 4% of taxable income that is allocable to New York City.  Our
federal, state and local income tax returns for tax years for which the
applicable statutes of limitations have not expired are subject to examination
by the applicable taxing authorities.  All penalties and interest, if any,
associated with income taxes are included in general and administrative expense
on the statements of changes in net (liabilities) assets. Conclusions regarding
tax positions are subject to review and may be adjusted at a later date based
on factors including, but not limited to, on-going analyses of tax laws,
regulations and interpretations thereof.  We did not have any material
liabilities recorded related to uncertain tax positions nor did we have any unrecognized
tax benefits as of the periods presented herein.  Use of Estimates  The preparation
of financial statements in conformity with U.S. GAAP requires our Managing
Trustee to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities as
of the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period.  Significant estimates primarily include
the determination of credit loss reserve, impairment losses, estimated useful
lives and residual values. Actual results could differ from those estimates.  Recent Accounting
Pronouncements  In August 2014, FASB issued
ASU No. 2014-15,Presentation of Financial Statements – Going Concern:
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going
Concern(“ASU 2014-15”), which provides guidance about management's
responsibility to evaluate whether there is substantial doubt about an entity's
ability to continue as a going concern and to provide related footnote
disclosures. The adoption of ASU 2014-15 becomes effective for us on our fiscal
year ending December 31, 2016, and all subsequent annual and interim periods.
Early adoption is permitted. We expect that additional disclosures will be
included in our financial statements upon adoption.   (3)     Leased Equipment at Cost/Asset
Held for Sale  Leased
equipment at cost consisted of the following: December 31,2014
 
 2013Aircraft
 $
 -
 
 $
 39,708,914Less:
  accumulated depreciation
 
 -
 
 
 9,694,545Leased
  equipment at cost, less accumulated depreciation
 $
 -
 
 $
 30,014,369
 6


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Table of Contents  ICON Income Fund
Eight B L.P. Liquidating Trust (A Delaware Statutory
Trust) Notes to the
Financial Statements December 31, 2014 (unaudited)
 Depreciation
expense was $4,411,682 and $3,712,049 for the years ended December 31, 2014 and
2013, respectively.  ICON Aircraft 123 LLC  We own an Airbus
A340-313X aircraft (“Aircraft 123”).  Aircraft 123 was previously on 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.  As a condition of
the lease with AA for Aircraft 123, we agreed to perform an upgrade of the
aircraft. During the upgrade period, which commenced on November 9, 2013 and
was completed on December 6, 2013, Aircraft 123 was out of service. The upgrade
costs were approximately $3,125,000, all of which were capitalized to leased
equipment at cost in the statements of net (liabilities) assets as of December
31, 2013.  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, any remaining maintenance
reserves will be retained by us and recorded as rental income on the statements
of changes in net (liabilities) assets.  During the year ended December 31, 2014,
our Managing Trustee actively marketed Aircraft 123 for sale, together with the
associated non-recourse long-term debt to be assumed. Our Managing Trustee
hopes to sell the aircraft in a short period of time. As a result, together
with meeting certain criteria, we reclassified Aircraft 123 as asset held for
sale on the statements of net (liabilities) assets as of December 31, 2014. We
recorded an impairment loss of approximately $8,913,000 during 2014 based on a third-party
appraised fair value less cost to sell. The fair value provided by the
independent appraiser was derived based on a market approach. As fair values of
older Airbus A340-313X aircraft, a four-engine aircraft, are expected to continue
to decline in the future due to a lack of demand attributable to age limits,
increased costs of operating a four-engine aircraft compared to competing
two-engine aircraft, and considerable costs associated with reconfiguration and
maintenance of such aircraft, we may incur additional losses based on the
ultimate realized value from selling Aircraft 123. Aggregate annual
minimum future rentals receivable from our non-cancelable lease over the next
five years consisted of the following at December 31, 2014:  Years Ending December 31,2015
 $
 4,476,0002016
 
 4,476,0002017
 
 4,476,0002018
 
 -2019
 
 -$
 13,428,000
  (4)     Investment in Joint Venture  ICON Aircraft 126 LLC We, through a joint venture with ICON Income Fund Nine Liquidating Trust (“Fund Nine”), an entity also managed by our Managing Trustee, have a 50% ownership interest in an Airbus A340-313X aircraft (“Aircraft 126”).  The previous lease of Aircraft 126 expired on June 30, 2011.  On January 3, 2012, Aircraft 126 was delivered to the new lessee, AA, at which time a new six-year lease commenced.  The joint venture has an outstanding non-recourse long-term debt balance related to Aircraft 126.  At the expiration of Aircraft 126’s previous lease, a balloon payment equal to the then-outstanding debt balance of $32,677,000 was due, but was not made, as the aircraft was still being readied for delivery to AA.  As the loan was expected to 7


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Table of Contents  ICON Income Fund
Eight B L.P. Liquidating Trust (A Delaware Statutory
Trust) Notes to the
Financial Statements December 31, 2014 (unaudited)
 be refinanced, the lender agreed not to exercise any of its remedial rights under the loan agreement.  The debt continued to accrue interest, which was added to the outstanding principal balance of the debt until the debt was refinanced on December 3, 2012.  During the year ended December 31, 2014, our Managing Trustee actively marketed Aircraft 126 for sale, together with the associated non-recourse long-term debt to be assumed. As a result, the joint venture recognized an impairment loss of approximately $7,769,000 during 2014 based on a third-party appraised fair value less cost to sell. As of December 31, 2014 and 2013, our carrying value in the joint venture was $0. We have not incurred and will not incur additional losses from investment in joint venture as our investment has been recorded at $0 since December 31, 2011.  Information as to the financial position and results of operations of the joint venture is summarized as follows:  December 31,2014
 
 2013Total assets
 $
 18,048,706
 
 $
 29,754,252Total
  liabilities
 $
 27,680,759
 
 $
 31,808,668Members'
  deficit
 $
 (9,632,054)
 
 $
 (2,054,416)Our share of
  deficit
 $
 (4,816,027)
 
 $
 (1,027,208)Revenue
 $
 4,375,239
 
 $
 4,362,160Expenses
 
 11,952,877
 
 
 5,405,369Net loss
 $
 (7,577,638)
 
 $
 (1,043,209)Our share of
  net loss
 $
 (3,788,819)
 
 $
 (521,605)
  (5)     Maintenance Reserves  In accordance with the lease
agreement with AA, AA is required to make monthly maintenance reserve payments
to us. To the extent a qualifying event (as defined in the lease agreement)
occurs during the lease term, we will be required to reimburse AA for qualifying
maintenance costs. AA has been remitting monthly maintenance reserves on our
behalf directly to the lender to pay down our debt obligations. To the extent
we are required to reimburse AA for qualifying maintenance costs, the
maintenance reserves will be financed by additional non-recourse long-term debt
as permitted by the loan agreement. Any undisbursed maintenance reserves will
be retained by us at the end of the lease term. On December 12, 2014, we
borrowed approximately $4,420,000 to fund the maintenance reserves for
qualifying maintenance costs. As of December 31, 2014 and 2013, maintenance
reserves were $3,644,391 and $5,641,523, respectively. (6)     Non-Recourse Long-Term Debt  Our non-recourse long-term debt obligations held directly by us and through our joint venture consist of notes payable in which the lender has a security interest in the underlying assets. If the lessees were to default on the underlying lease, resulting in our default on the non-recourse long-term debt, the assets could be foreclosed upon and the proceeds would be remitted to the lender in extinguishment of that debt.  We incurred non-recourse long-term 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.  We did not make the final balloon payment as the aircraft was still being readied for delivery to AA, following which the loan was expected to be refinanced. On 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- 8


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Table of Contents  ICON Income Fund
Eight B L.P. Liquidating Trust (A Delaware Statutory
Trust) Notes to the
Financial Statements December 31, 2014 (unaudited)
 recourse long-term debt accrues interest at the one-month London Interbank Offered Rate 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. During the year
ended December 31, 2013, we determined that it was probable that such payments
would be due to the lender following the termination of the existing lease and
ultimate disposition of Aircraft 123, primarily based on the then-estimated
fair value of the aircraft.  Based upon such assessment, we recorded a
$2,500,000 liability to the lender, which was recorded within non-recourse
long-term debt on the statements of net (liabilities) assets. Simultaneously,
we recorded a corresponding (offsetting) discount of $2,500,000, which was also
recorded within non-recourse long-term debt on the statements of net
(liabilities) assets. The discount would be amortized to interest expense using
the effective interest rate method over the remaining term of the non-recourse
long-term debt. During the year ended December 31, 2013, we amortized $473,961
of the discount, which was recognized as interest expense.  During the year
ended December 31, 2014, fair values of older Airbus A340-313X aircraft
declined and are expected to continue to decline in the future due to a lack of
demand attributable to age limits, increased costs of operating a four-engine
aircraft compared to competing two-engine aircraft, and considerable costs
associated with reconfiguration and maintenance of such aircraft. As of
December 31, 2014, Aircraft 123 met the criteria to be classified as asset held
for sale on the statements of net (liabilities) assets and we recognized an
impairment loss of approximately $8,913,000 during 2014 based on its fair value
less cost to sell. Our Managing Trustee is actively marketing Aircraft 123,
which it hopes to sell in a short period of time. To the extent the demand for
older Airbus A340-313X aircraft continues to decline, we may incur additional
losses based on the ultimate realized value from selling Aircraft 123.
Accordingly, we reassessed the likelihood of any contingent payments to the
lender and based on our estimate of the ultimate realized value of Aircraft
123, we believe such payments to the lender are remote. As a result, we
reversed the liability to the lender and the related discount of $2,500,000 and
$2,026,039, respectively, as of December 31, 2014.  At December 31, 2014 and 2013, the outstanding non-recourse long-term debt balance related to Aircraft 123 was $23,209,350 and $24,075,190, respectively.  The aggregate maturities of non-recourse long-term debt consisted of the following at December 31, 2014:  Years Ending December 31,2015
 $
 4,292,4542016
 
 4,292,4542017
 
 4,292,4542018
 
 10,331,9882019
 
 -Thereafter
 
 -$
 23,209,350
  As of December 31, 2014, the
non-recourse long-term debt was in default due to, among other things, delays
in remittance of lease payments directly to the lender by the lessee. The lender has reserved, but not exercised, its rights
under the loan agreement.  (7)     Transactions with Related
Parties  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 as of the year ended December 31, 2012. ICON 123 intends to reimburse ICON 126 if and when it receives proceeds from the sale of Aircraft 123.  9


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Table of Contents  ICON Income Fund
Eight B L.P. Liquidating Trust (A Delaware Statutory
Trust) Notes to the
Financial Statements December 31, 2014 (unaudited)
 (8)     Concentrations of Risk  In the normal course of business, we are exposed to two
significant types of economic risk: credit and market.  Credit risk is the risk
of a lessee, borrower or other counterparty’s inability or unwillingness to
make contractually required payments.  We have one lessee which is within one
industry segment.  Accordingly, we may be exposed to business and economic
risk.  Market risk reflects the change in value of debt instruments,
derivatives and credit facilities due to changes in interest rate spreads or
other market factors.  We believe that the carrying value of our investments is
reasonable, taking into consideration these risks, along with estimated
collateral values, payment history and other relevant information.  For the years ended December 31, 2014 and 2013, we had one lessee
that accounted for approximately 100% of our rental income.  As of December 31, 2014 and 2013, we had one aircraft that
accounted for approximately 100% of our operating assets.  (9)     Fair Value Measurements  Assets and liabilities carried at fair value are classified and
disclosed in one of the following three categories:  ·Level
1: Quoted market prices available in active markets for identical assets or
liabilities as of the reporting date. ·Level
2: Pricing inputs other than quoted prices in active markets included in Level
1, which are either directly or indirectly observable as of the reporting date. ·Level
3: Pricing inputs that are generally unobservable and are supported by little
or no market data.  Assets Measured at Fair Value on a
Nonrecurring Basis We are required, on a nonrecurring basis, to adjust the carrying
value or provide valuation allowances for certain assets using fair value
measurements. Assets classified as held for sale are required to be recorded at
the lower of carrying value or fair value less any costs to sell such assets. The
following table summarizes the valuation of our asset held for sale measured at
fair value on a nonrecurring basis, of which the fair value information
presented is not current but rather as of the date the impairment was recorded,
while the carrying value of the asset is presented as of December 31, 2014:  Impairment Loss for the Year Ended
  December 31, 2014Carrying Value at December 31, 2014
 
 
 Fair Value at Impairment DateLevel 1
 
 
 Level 2
 
 
 Level 3Asset held for
  sale
 $
 16,690,000
 
 $
 -
 
 $
 -
 
 $
 16,690,000
 
 $
 8,912,687
  The fair value at impairment
for our asset held for sale was based on fair value less cost to sell. The fair
value and cost to sell was based on inputs that are generally unobservable and
are supported by little or no market data and were classified within Level 3.  (10)     Commitments and Contingencies  We 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, 2014 and 2013, 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 $792,891 and $790,000 as of December 31, 2014
and 2013, respectively.  10


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Item 9A. Controls and Procedures  Evaluation of disclosure controls and
procedures In
connection with the preparation of this Annual Report on Form 10-K for the year
ended December 31, 2014, as well as the financial statements for our Managing
Trustee, our Managing Trustee carried out an evaluation, under the supervision
and with the participation of the management of our Managing Trustee, including
its Co-Chief Executive Officers and the Principal Financial and Accounting
Officer, of the effectiveness of the design and operation of our Managing
Trustee’s disclosure controls and procedures as of the end of the period
covered by this report pursuant to the Securities Exchange Act of 1934, as
amended.  Based on the foregoing evaluation, the Co-Chief Executive Officers
and the Principal Financial and Accounting Officer concluded that our Managing
Trustee’s disclosure controls and procedures were effective.  In
designing and evaluating our Managing Trustee’s disclosure controls and procedures,
our Managing Trustee recognized that disclosure controls and procedures, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the disclosure controls and
procedures are met.  Our Managing Trustee’s disclosure controls and procedures
have been designed to meet reasonable assurance standards.  Disclosure controls
and procedures cannot detect or prevent all error and fraud.  Some inherent
limitations in disclosure controls and procedures include costs of
implementation, faulty decision-making, simple error and mistake. 
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
controls.  The design of any system of controls is based, in part, upon certain
assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
anticipated and unanticipated future conditions.  Over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with established policies or procedures.  Our
Managing Trustee’s Co-Chief Executive Officers and Principal Financial and
Accounting Officer have determined that no weakness in disclosure controls and
procedures had any material effect on the accuracy and completeness of our financial reporting and disclosure included in this Annual Report on Form 10-K.  Evaluation of internal control over financial reporting Our
Managing Trustee is responsible for establishing and maintaining adequate
internal control over financial reporting.  Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934, as amended, as a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the company's assets that could have a material effect on the financial
statements.  Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future
periods are subject to the risks that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.  Our
Managing Trustee assessed the effectiveness of its internal control over financial reporting as of December 31, 2014.  In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
"Internal Control — Integrated Framework" as issued in 2013.  Based
on its assessment, our Managing Trustee believes that, as of December 31, 2014,
its internal control over financial reporting is effective.  Changes in internal control
over financial reporting There
were no changes in our Managing Trustee’s internal control over financial
reporting during the year ended December 31, 2014 that materially affected, or
are reasonably likely to materially affect, its internal control over financial
reporting.   11


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Table of Contents
 SIGNATURES  Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.  ICON Income Fund Eight B L.P. Liquidating Trust (Registrant)  By: ICON Capital, LLC (Managing Trustee of the
Registrant)  March 31, 2015  By:/s/ Michael A. ReisnerMichael A. ReisnerCo-Chief Executive Officer and Co-President
  (Co-Principal Executive Officer)
  By:/s/ Mark GattoMark GattoCo-Chief Executive Officer and Co-President
  (Co-Principal Executive Officer)
  Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.  ICON Income Fund Eight B L.P. Liquidating Trust
  (Registrant)
  
  By: ICON Capital, LLC
  (Managing Trustee of
  the Registrant)
  
  March 31, 2015By:/s/ Michael A. ReisnerMichael A. ReisnerCo-Chief Executive Officer, Co-President and Director
    (Co-Principal Executive Officer)By:/s/ Mark GattoMark GattoCo-Chief Executive Officer, Co-President and Director
    (Co-Principal Executive Officer)By:/s/ Christine H.
  YapChristine H. YapManaging 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. 12


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