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, 2013or[  ] 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     NoþIndicate by check mark if
  the registrant is not required to file reports pursuant to Section 13 or
  Section 15(d) of the Act. *Yes     No Indicate by check mark
  whether the registrant (1) has filed all reports required to be filed by
  Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
  preceding 12 months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such filing
  requirements for the past 90 days.*YesNo Indicate
  by check mark whether the registrant has submitted electronically and posted
  on its corporate Web site, if any, every Interactive Data File required to be
  submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
  chapter) during the preceding 12 months (or for such shorter period that the
  registrant was required to submit and post such files).Yes    No Indicate
  by check mark if disclosure of delinquent filers pursuant to Item 405 of
  Regulation S-K (§229.405 of this chapter) is not contained herein, and will
  not be contained, to the best of registrant's knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-K or any amendment to this Form 10-K.þIndicate by check mark
  whether the registrant is a large accelerated filer, an accelerated filer, a
  non-accelerated filer or a smaller reporting company.  See the definitions of
  “large accelerated filer,” “accelerated filer” and “smaller reporting
  company” in Rule 12b-2 of the Exchange Act.Large
  accelerated filer 
 Accelerated
  filer  Non-accelerated
  filer   (Do not check if a smaller reporting company)
 Smaller
  reporting companyþIndicate by check mark
  whether the registrant is a shell company (as defined in Rule 12b-2 of the
  Act).Yes     NoþState the aggregate market
  value of the voting and non-voting common equity held by non-affiliates
  computed by reference to the price at which the common equity was last sold,
  or the average bid and asked price of such common equity, as of the last
  business day of the registrant’s most recently completed second fiscal
  quarter:Not applicable.There is no established market for the
  beneficial interests of the registrant.Number of outstanding beneficial interests of the
  registrant on March 24, 2013 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
 PageConsolidated
  Statements of Net Assets in Liquidation
 1Consolidated
  Statements of Changes in Net Assets in Liquidation
 2Consolidated
  Statements of Cash Flows in Liquidation
 3Notes
  to the Consolidated Financial Statements
 4Signatures
 11Certification of Co-Chief Executive OfficerCertification of Co-Chief Executive OfficerCertification of Principal Financial and
  Accounting Officer


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


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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
 
 2012Revenue:Rental income
 $
 3,673,672
 
 $
 4,025,760Expenses:Depreciation
 
 3,712,049
 
 
 3,737,397Interest
 
 952,260
 
 
 684,222General and
  administrative
 
 45,830
 
 
 680,721Total expenses
 
 4,710,139
 
 
 5,102,340Net loss
 
 (1,036,467)
 
 
 (1,076,580)Net assets in
  liquidation, beginning of year
 
 931,920
 
 
 2,008,500Net
  (liabilities) assets in liquidation, end of year
 $
 (104,547)
 
 $
 931,920See accompanying notes to consolidated
  financial statements.
  2


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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
 
 2012Cash flows from
  operating activities:Net loss
 $
 (1,036,467)
 
 $
 (1,076,580)Adjustments to
  reconcile net loss to net cash used inoperating
  activities:Rental income
  paid directly to lenders by lessee
 
 (3,012,293)
 
 
 (2,964,651)Depreciation
 
 3,712,049
 
 
 3,737,397Interest
  expense from amortization of debt discount
 
 473,962
 
 
 -Interest
  expense on non-recourse long-term debt paid directly to lenders by lessees
 
 442,423
 
 
 684,222Changes in
  operating assets and liabilities:Other assets
 
 (477,230)
 
 
 (920,610)Due to
  affiliates
 
 (220,545)
 
 
 18,243Accrued
  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
 
 -
 
 
 834,003Net cash
  provided by financing activities
 
 -
 
 
 834,003Net decrease in
  cash
 
 (99,753)
 
 
 (168,743)Cash, beginning
  of year
 
 594,749
 
 
 763,492Cash, end of
  year
 $
 494,996
 
 $
 594,749Supplemental
  disclosure of non-cash investing and financing activities:Principal on
  non-recourse long-term debtpaid directly
  to lenders by lessees
 $
 3,171,990
 
 $
 2,469,533Aircraft
  reconfiguration costs paid directly by lender
 $
 2,343,133
 
 $
 -Reclassification
  of prepaid reconfiguration costs from prepaid expense toleased
  equipment at cost
 $
 781,703
 
 $
 -See accompanying notes to consolidated
  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 Consolidated Financial Statements December

31, 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”). When used in these notes to the
consolidated financial statements, the terms “we,” “us,” “our” or similar terms
refer to the Liquidating Trust and 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 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 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 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 us 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.  Our accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US 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. The consolidated financial statements include our accounts and the accounts of our wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.  We account for our noncontrolling interest in a 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 a joint venture is subject to our impairment review policy.  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, which typically
ranges from 3 to 8 years, to the asset’s residual value.  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 4


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Table of Contents  ICON

Income Fund Eight B L.P. Liquidating Trust (A

Delaware Statutory Trust) Notes to

the Consolidated Financial Statements December

31, 2013 (unaudited)
 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
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  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 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. We record a reserve if we deem any
receivables 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 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 5


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Table of Contents  ICON

Income Fund Eight B L.P. Liquidating Trust (A

Delaware Statutory Trust) Notes to

the Consolidated Financial Statements December

31, 2013 (unaudited)
  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 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.  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 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.  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 US 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 consolidated 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.  (3)     Leased Equipment at Cost  Leased
equipment at cost consisted of the following: December 31,2013
 
 2012Aircraft
 $
 39,708,914
 
 $
 36,584,078Less:
  accumulated depreciation
 
 9,694,545
 
 
 5,982,496Leased
  equipment at cost, less accumulated depreciation
 $
 30,014,369
 
 $
 30,601,582
 Depreciation
expense was $3,712,049 and $ 3,737,397 for the years ended December 31, 2013
and 2012, 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.  In
connection with preparing the aircraft for re-lease, we incurred approximately
$429,000 in repairs and maintenance expense, which consisted primarily of cabin
preparation and mechanical and airworthiness services during the year ended
December 31, 2012.  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 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
consolidated statements of changes in net assets in liquidation.  Aggregate annual
minimum future rentals receivable from our non-cancelable lease for the next five
years consisted of the following at December 31, 2013: 6


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Table of Contents  ICON

Income Fund Eight B L.P. Liquidating Trust (A

Delaware Statutory Trust) Notes to

the Consolidated Financial Statements December

31, 2013 (unaudited)
  Years Ending December 31,2014
 $
 4,476,0002015
 
 4,476,0002016
 
 4,476,0002017
 
 4,476,0002018
 
 -$
 17,904,000
  (4)     Investment in Joint Ventures  ICON Aircraft 126 LLC We, through a joint venture with ICON Income Fund Nine Liquidating Trust, 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, 2013 and 2012, our carrying value in the joint venture was $0.  For the years ended December 31, 2013 and 2012, there was no loss from investment in joint venture as our investment has been reduced to zero and we are no longer required to record our share of the joint venture’s losses.  Information as to the financial position and results of operations of the joint venture is summarized below.  December 31,2013
 
 2012Non-current
  assets
 $
 29,754,252
 
 $
 33,000,991Current
  liabilities
 $
 69,507
 
 $
 1,426,452Non-current
  liabilities
 $
 31,739,161
 
 $
 32,585,746Members'
  deficit
 $
 (2,054,416)
 
 $
 (1,011,206)Liquidating
  Trust's share of deficit
 $
 (1,027,208)
 
 $
 (505,603)Revenue
 $
 4,362,160
 
 $
 3,503,329Expenses
 
 5,405,369
 
 
 4,691,080Net loss
 $
 (1,043,209)
 
 $
 (1,187,751)Liquidating
  Trust’s share of net loss
 $
 (521,605)
 
 $
 (593,876)
 (5)     Non-Recourse Long-Term Debt  We 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.  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- 7


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Table of Contents  ICON

Income Fund Eight B L.P. Liquidating Trust (A

Delaware Statutory Trust) Notes to

the Consolidated Financial Statements December

31, 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
 $
 4,292,4542015
 
 4,292,4542016
 
 4,292,4542017
 
 4,292,4542018
 
 4,292,454Thereafter
 
 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  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.  (7)     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, 2013 and 2012, we had one lessee
that accounted for approximately 100% of our rental income.  As of December 31, 2013 and 2012, we had one aircraft that
accounted for approximately 100% of our operating assets.  (8)     Commitments and Contingencies 8


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Table of Contents  ICON

Income Fund Eight B L.P. Liquidating Trust (A

Delaware Statutory Trust) Notes to

the Consolidated Financial Statements December

31, 2013 (unaudited)
  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, 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.  9


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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, 2013, 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, 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, our Managing Trustee believes that, as of December 31, 2013,
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, 2013 that materially affected, or
are reasonably likely to materially affect, its internal control over financial
reporting.   10


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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 26, 2014  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 26, 2014By:/s/ Michael A. ReisnerMichael A. ReisnerCo-Chief Executive Officer, Co-President and Director
    (Co-Principal Executive Officer)By:/s/ Mark GattoMark GattoCo-Chief Executive Officer, Co-President and Director
    (Co-Principal Executive Officer)By:/s/ Nicholas A.
  SinigagliaNicholas A. SinigagliaManaging Director
  (Principal Financial and Accounting Officer)
  Supplemental Information to be Furnished
With Reports Filed Pursuant to Section 15(d) of the Act by Registrants which
Have Not Registered Securities Pursuant to Section 12 of the Act.  No annual report or proxy material has
been sent to beneficial interest holders. 11


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