~~Table~~FORM of10-K—ANNUAL ~~Contents~~REPORT PURSUANT TO SECTION 13 OR

~~FORM~~15(D) ~~10-K—ANNUAL~~OF ~~REPORT PURSUANT~~THE TOSECURITIES ~~SECTION~~EXCHANGE 13ACT OROF 1934

15(D)As OFlast ~~THE~~amended ~~SECURITIES~~in ~~EXCHANGE~~Rel. ~~ACT~~No. OF34-29354, ~~1934~~eff. 7-1-91)

~~(As~~UNITED ~~last amended in Rel. No. 34-29354, eff. 7-1-91)~~ STATES

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

~~Washington,~~FORM ~~D.C. 20549~~ 10-K

~~FORM~~[X] ~~10-K~~ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

xFor ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~DECEMBER 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the ~~fiscal~~transition ~~year~~period ~~ended~~from ~~DECEMBER~~_______ ~~31,~~to ~~2013~~ ________

¨Commission ~~TRANSITION~~file ~~REPORT~~number ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~0-18307

~~[FEE~~NORTHLAND ~~REQUIRED]~~CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

~~For~~(Exact ~~the~~name ~~transition~~of ~~period~~registrant ~~from to~~ as specified in its charter)

Commission file number 0-18307

STATE OF WASHINGTON	91-1423516
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

101 STEWART STREET, SUITE 700
SEATTLE, WASHINGTON	98101
(Address of principal executive offices)	(Zip Code)

~~NORTHLAND~~Registrant's ~~CABLE~~telephone ~~PROPERTIES~~number, ~~EIGHT~~including ~~LIMITED~~area ~~PARTNERSHIP~~code: (206) 621-1351

~~(Exact~~Securities ~~name~~registered ofpursuant ~~registrant~~to asSection ~~specified~~12(b) inof ~~its~~the ~~charter)~~Act:

STATE OF WASHINGTON		91-1423516
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
101 STEWART STREET, SUITE 700 SEATTLE, WASHINGTON		98101
(Address of principal executive offices)		(Zip Code)

Title of each reviewed class	Name of each exchange on which registered
(NONE)	(NONE)

~~Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area~~Section ~~code:~~ 12(~~206~~g) ~~621-1351~~ of the Act:

~~Securities~~UNITS ~~registered~~OF ~~pursuant~~LIMITED toPARTNERSHIP ~~Section 12(b) of the Act:~~ INTEREST

(Title of ~~each reviewed~~ class ~~Name of each exchange on which registered (NONE~~) ~~(NONE)~~

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section 12(g)~~if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the ~~Act:~~Securities Act.

~~UNITS~~Yes OF[ ] No ~~LIMITED~~[X ~~PARTNERSHIP INTEREST~~ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(~~Title~~d) of ~~class)~~the Exchange Act.

~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.~~ Yes ¨ [ ] No x [X]

Indicate by check mark ifwhether the registrant is(1) ~~not~~has filed all reports required to ~~file~~be ~~reports~~filed ~~pursuant to~~by Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act~~. Yes ¨ No x~~ 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.

~~Indicate~~Yes by[X 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 x ] No ¨ [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. x [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition 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 ¨[ ] Smaller Reporting Company x[X]

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

~~The~~Yes ~~aggregate~~[ ~~market~~] No value of the registrant’s Limited Partnership Units held by non-affiliates of the registrant was $2,147,307 ($113 per unit) based on the average secondary market trading information for the year ended December 31, 2013. [X]

~~At December 31,~~The ~~2013,~~aggregate ~~there~~market ~~were~~value ~~19,087~~of the registrant’s Limited Partnership Units ~~outstanding~~held by non-affiliates of the registrant was $2,424,049 ($127 per unit) based on the average secondary market trading information for the year ended December 31, 2014.

~~Table~~ At ofDecember ~~Contents~~31, 2014, there were 19,087 Limited Partnership Units outstanding.

Table Of Contents

TABLE OF CONTENTS

PART I ITEM 1. BUSINESS ITEM 1A. RISK FACTORS ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 2. PROPERTIES ITEM 3. LEGAL PROCEEDINGS ITEM 4. MINE SAFETY DISCLOSURES PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9A. CONTROLS AND PROCEDURES ITEM 9B. OTHER INFORMATION PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES SIGNATURES EX-31.(A) EX-31.(B) EX-32.(A) EX-32.(B)


PART I
	ITEM 1. BUSINESS
	ITEM 1A. RISK FACTORS
	ITEM 1B. UNRESOLVED STAFF COMMENTS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. MINE SAFETY DISCLOSURES
PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
	ITEM 9B. OTHER INFORMATION
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EX-31.(A)
EX-31.(B)
EX-32.(A)
EX-32.(B)

Table Of Contents

~~Table~~Cautionary statement for purposes of ~~Contents~~the "Safe Harbor" provisions of the Private Litigation Reform Act of 1995. Statements contained or incorporated by reference in this document that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Reform Act of 1995. Forward-looking statements may be identified by use of forward-looking terminology such as "believe", "intends", "may", "will", "expect", "estimate", "anticipate", "continue", or similar terms, variations of those terms or the negative of those terms.

~~Cautionary~~PART statement for purposes of the “Safe Harbor” provisions of the Private Litigation Reform Act of 1995. Statements contained or incorporated by reference in this document that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Reform Act of 1995. Forward-looking statements may be identified by use of forward-looking terminology such as “believe”, “intends”, “may”, “will”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms, variations of those terms or the negative of those terms. I

~~PART~~ITEM I1. BUSINESS

~~ITEM 1~~Northland Cable Properties Eight Limited Partnership (the "Partnership") is a Washington limited partnership consisting of one general partner and 852 limited partners holding 19,087 partnership units as of December 31, 2014. ~~BUSINESS~~Northland Communications Corporation, a Washington corporation, is the General Partner of the Partnership (referred to herein as "Northland" or the "General Partner"). Northland manages the operations of the Partnership under the terms of a Partnership Agreement which will expire on December 31, 2016. The Amendment to extend the term of the Partnership from December 31, 2013, to December 31, 2016, was approved at a special meeting of the limited partners on December 17, 2013.

Northland ~~Cable~~was ~~Properties~~formed ~~Eight~~in ~~Limited~~March ~~Partnership~~1981 ~~(the~~and ~~“Partnership”)~~ is aprincipally ~~Washington~~involved ~~limited~~in ~~partnership~~the ~~consisting~~ownership ofand ~~one~~management ~~general~~of ~~partner~~cable ~~and~~systems. ~~852~~Northland ~~limited~~is ~~partners~~also ~~holding~~the ~~19,087~~parent ~~partnership units~~company as of ~~December 31~~NCPI Holdco, ~~2013~~Inc. ~~Northland~~which ~~Communications~~is ~~Corporation,~~ a ~~Washington~~19% ~~corporation,~~shareholder isof ~~the~~Northland ~~General~~Cable ~~Partner~~Television, ofInc. ~~the Partnership~~ (~~referred~~“NCTV"), towhich ~~herein~~was asformed ~~“Northland”~~in orOctober ~~the~~1985 ~~“General~~and ~~Partner”).~~principally ~~Northland~~involved ~~manages~~in the ~~operations~~ ofdirect ~~the~~ownership ~~Partnership~~of ~~under~~cable ~~the~~systems ~~terms~~and ofis athe ~~Partnership~~parent ~~Agreement~~company ~~which~~of ~~will~~Northland ~~expire~~Cable ~~on December 31~~Properties, ~~2016~~Inc. ~~The~~(“NCPI”). ~~Amendment~~NCPI tois ~~extend~~ the ~~term~~majority ofmember ~~the~~and ~~Partnership~~manager ~~from~~of ~~December 31,~~Northland ~~2013,~~Cable ~~to December 31~~Ventures, ~~2016,~~LLC ~~was~~(“NCV”). ~~approved~~Northland atis a ~~special~~ ~~meeting~~subsidiary of ~~the~~Northland ~~limited~~Telecommunications ~~partners~~Corporation on("NTC"). ~~December 17~~Other subsidiaries, ~~2013.~~direct and indirect, of NTC include:

~~Northland~~NORTHLAND ~~was~~NETWORKS, ~~formed~~INC. in– ~~March~~formed ~~1981 and is principally involved~~ in ~~the~~2010 ~~ownership~~ and ~~management of cable systems. Northland~~ is ~~also~~an ~~the parent company of NCPI Holdco, Inc. which is a 19~~81% shareholder of Northland Cable Television, Inc. (“NCTV”), which was formed in October 1985 and principally involved in the direct ownership of cable systems and is the parent company of Northland Cable Properties, Inc. (“NCPI”). NCPI is the majority member and manager of Northland Cable Ventures, LLC (“NCV”). Northland is a subsidiary of Northland Telecommunications Corporation (“NTC”). Other subsidiaries, direct and indirect, of NTC include:

NORTHLAND ~~NETWORKS, INC.~~CABLE –SERVICES CORPORATION (“NCSC”) - formed in ~~2010~~August 1993 and isprincipally aninvolved ~~81%~~in ~~shareholder~~the support of computer software used in billing and financial record keeping for, and Internet and telephone services offered by, Northland-affiliated cable systems. NCSC also provides technical support associated with the build out and upgrade of Northland affiliated cable systems. NCSC is the sole shareholder of Cable ~~Television~~Ad-Concepts, Inc.

~~NORTHLAND~~ CABLE ~~SERVICES~~AD-CONCEPTS, ~~CORPORATION (“NCSC”)~~INC. - formed in ~~August~~November 1993 and principally involved in the ~~support~~sale, ofdevelopment ~~computer software used in billing~~ and ~~financial~~production ~~record~~of ~~keeping~~video ~~for,~~commercial ~~and~~advertisements ~~Internet~~that ~~and~~are ~~telephone~~cablecast ~~services~~on ~~offered by,~~ Northland-affiliated cable systems. ~~NCSC also provides technical support associated with the build out and upgrade of Northland affiliated cable systems. NCSC is the sole shareholder of Cable Ad-Concepts, Inc.~~

~~CABLE~~The ~~AD-CONCEPTS,~~Partnership ~~INC.~~was - formed inon ~~November~~September ~~1993~~21, 1988 and ~~principally~~began ~~involved~~operations in 1989. The Partnership serves the ~~sale~~communities and surrounding areas of Aliceville, ~~development~~Alabama and ~~production~~Swainsboro, Georgia (the “Systems”). As of December 31, 2014, the total number of basic video ~~commercial~~subscribers ~~advertisements~~served ~~that~~by ~~are~~the ~~cablecast~~Systems onwas ~~Northland-affiliated~~2,872, ~~cable systems~~and the Partnership's penetration rate (basic video subscribers as a percentage of homes passed) was approximately 25%.

The Partnership ~~was~~has ~~formed~~11 onnon-exclusive ~~September 21~~franchises to operate the Systems. These franchises, ~~1988~~which will expire at various dates through the year 2024, have been granted by local and ~~began~~county ~~operations~~authorities in ~~1989.~~the ~~The~~areas ~~Partnership~~in ~~serves~~which the ~~communities~~ ~~and~~Systems ~~surrounding~~operate. ~~areas~~While ofthe ~~Aliceville~~franchises have defined lives based on the franchising authority, ~~Alabama~~renewals ~~and~~are ~~Swainsboro~~routinely granted, ~~Georgia~~and ~~(the~~management ~~“Systems”)~~expects them to continue to be granted. AsThese franchise agreements are expected to be used by the Partnership for the foreseeable future and effects of ~~December 31,~~obsolescence ~~2013~~and other factors are minimal. In addition, the ~~total~~level ~~number~~of maintenance expenditures required to obtain the future cash flows expected from the franchises is not material in relation to the carrying value of ~~basic~~the ~~video~~franchises. ~~subscribers~~This ~~served~~expectation is supported by management's experience with the ~~Systems~~Partnership’s ~~was~~franchising ~~3,448,~~authorities and the franchising authorities of the Partnership’s ~~penetration~~ ~~rate~~affiliates. ~~(basic~~Annual ~~video~~franchise ~~subscribers~~fees asare apaid ~~percentage~~to ofthe ~~homes~~granting ~~passed)~~authorities. ~~was~~These ~~approximately~~fees 30vary between 2% and 5% and are generally based on the respective gross revenues of the Systems in a particular community. The franchises may be terminated for failure to comply with their respective conditions.

The ~~Partnership~~following ~~has~~is ~~11 non-exclusive~~a ~~franchises~~description toof ~~operate~~ the ~~Systems.~~areas ~~These~~served ~~franchises, which will expire at various dates through the year 2019, have been granted~~ by ~~local and county authorities in~~ the ~~areas in which the~~ Systems ~~operate.~~as ~~While~~of ~~the~~December ~~franchises have defined lives based on the franchising authority~~31, ~~renewals are routinely granted, and management expects them to continue to be granted~~2014. ~~These~~The ~~franchise~~subscriber ~~agreements~~data ~~are~~below ~~expected~~represents ~~to be used by~~ the ~~Partnership~~number ~~for the foreseeable future and effects~~ of ~~obsolescence~~ ~~and~~customers ~~other~~that ~~factors~~subscribe ~~are~~to ~~minimal.~~each ~~In addition, the~~ level of ~~maintenance expenditures required to obtain the future cash flows expected from the franchises is not material in relation to the carrying value of the franchises~~service. ~~This expectation~~A iscustomer ~~supported~~may bysubscribe ~~management’s experience with the Partnership’s franchising authorities and the franchising authorities of the Partnership’s affiliates. Annual franchise fees are paid~~ to ~~the~~multiple ~~granting~~services ~~authorities. These fees vary between 2%~~ and 5%therefore ~~and~~counted ~~are~~as ~~generally based on the respective gross revenues of the Systems in~~ a ~~particular~~customer ~~community. The franchises may be terminated~~ for ~~failure~~each toservice ~~comply~~(video, ~~with~~Internet ~~their~~and ~~respective conditions~~telephone).

~~The~~Aliceville, ~~following~~AL: isThe aAliceville ~~description~~system ofserves the ~~areas~~communities ~~served~~in bywest ~~the~~central ~~Systems as of December 31, 2013~~Alabama. The ~~subscriber~~communities, ~~data~~located ~~below~~south ~~represents~~and ~~the number~~west of ~~customers~~Tuscaloosa, ~~that~~include ~~subscribe~~Aliceville, toCarrollton, ~~each~~Pickensville, ~~level~~Reform, ofGordo, ~~service.~~Millport Aand ~~customer~~Kennedy. ~~may~~Certain ~~subscribe~~information toregarding ~~multiple~~the ~~services~~Aliceville, ~~and~~AL ~~therefore~~system ~~counted~~ as aof ~~customer~~December ~~for each service (video~~31, ~~Internet~~2014 ~~and~~is ~~telephone).~~as follows:

Aliceville, AL: The Aliceville system serves the communities in west central Alabama. The communities, located south and west of Tuscaloosa, include Aliceville, Carrollton, Pickensville, Reform, Gordo, Millport and Kennedy. Certain information regarding the Aliceville, AL system as of December 31, 2013 is as follows:

Basic Video Subscribers	1,524
Digital Video Subscribers	637
Internet Subscribers	1,048
Telephone Subscribers	451
Estimated Homes Passed	5,820

Table Of Contents

Basic Video Subscribers			1,807
Digital Video Subscribers			471
Internet Subscribers			975
Telephone Subscribers			453
Estimated Homes Passed			6,331

Swainsboro, GA: The Swainsboro system serves the incorporated community of Swainsboro and nearby unincorporated areas of Emanuel County, Georgia. Swainsboro is predominantly an agricultural community located in central Georgia, and is the county seat for Emanuel County. Certain information regarding the Swainsboro, GA system as of December 31, 2014 is as follows:

Basic Video Subscribers	1,348
Digital Video Subscribers	461
Internet Subscribers	823
Telephone Subscribers	287
Estimated Homes Passed	5,660

~~Swainsboro,~~The ~~GA:~~Partnership ~~The~~had ~~Swainsboro~~10 ~~system~~employees ~~serves~~as ~~the~~of ~~incorporated~~December ~~community~~31, 2014. Management of ~~Swainsboro and~~these ~~nearby~~systems ~~unincorporated~~is ~~areas~~handled through offices located in the towns of ~~Emanuel~~Aliceville, ~~County~~Alabama and Swainsboro, Georgia. ~~Swainsboro~~Pursuant isto ~~predominantly~~the anAgreement ~~agricultural~~of ~~community~~Limited ~~located in central Georgia~~Partnership, ~~and~~the isPartnership reimburses the ~~county~~General ~~seat~~Partner for ~~Emanuel~~time ~~County.~~spent ~~Certain~~by ~~information~~the ~~regarding~~General ~~the~~Partner's ~~Swainsboro,~~accounting GAstaff ~~system~~on asPartnership ~~of December 31,~~accounting ~~2013~~and isbookkeeping asmatters. ~~follows:~~(See Item 13 (a) below.)

Basic Video Subscribers			1,641
Digital Video Subscribers			379
Internet Subscribers			817
Telephone Subscribers			315
Estimated Homes Passed			5,629

The Partnership's business is not considered seasonal. The business of the Partnership is not dependent upon a single customer or a few customers, the loss of any one or more of which would have a material adverse effect on its business. No customer accounts for 10% or more of revenues. No material portion of the Partnership's business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of any governmental unit, except that franchise agreements may be terminated or modified by the franchising authorities as noted above. During the last year, the Partnership did not engage in any research and development activities.

~~The~~ Partnership ~~had~~revenues 11are ~~employees~~derived asprimarily offrom ~~December 31~~monthly payments received from video, ~~2013~~Internet and telephone subscribers. ~~Management~~Subscribers ofare ~~these~~divided ~~systems~~into issix ~~handled through~~categories: ~~offices~~basic ~~located~~video insubscribers, expanded basic video subscribers, premium video subscribers, digital video subscribers, Internet subscribers and telephone subscribers. "Basic video subscribers" are households that subscribe to the ~~towns~~basic level of ~~Aliceville~~service, ~~Alabama~~which generally provides access to the four major television networks (ABC, NBC, CBS and ~~Swainsboro~~FOX), ~~Georgia~~a few independent local stations, PBS (the Public Broadcasting System) and certain satellite programming services, such as ESPN, CNN or The Discovery Channel. ~~Pursuant~~"Expanded basic video subscribers" are households that subscribe to ~~the~~an ~~Agreement~~additional level of ~~Limited~~certain ~~Partnership~~satellite programming services, the ~~Partnership~~content ~~reimburses~~of ~~the~~which ~~General~~varies ~~Partner~~from ~~for~~system ~~time~~to ~~spent~~system. by"Premium video subscribers" are households that subscribe to one or more "pay channels" in addition to the ~~General~~basic ~~Partner’s~~service. ~~accounting~~These ~~staff~~pay ~~on Partnership~~channels ~~accounting~~include such services as Showtime, Home Box Office, Cinemax, or The Movie Channel. “Digital video subscribers” are those who subscribe to digitally delivered video and ~~bookkeeping~~audio ~~matters~~services. ~~(See~~“Internet ~~Item 13~~Subscribers” (are those who subscribe to the Partnership’s Internet service, which is offered via a~~) below~~ cable modem.) “Telephone Subscribers” are those who subscribe to the Partnership’s telephony service, known as Voice over Internet Protocol, or VoIP.

~~The~~COMPETITION Partnership’s business is not considered seasonal. The business of the Partnership is not dependent upon a single customer or a few customers, the loss of any one or more of which would have a material adverse effect on its business. No customer accounts for 10% or more of revenues. No material portion of the Partnership’s business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of any governmental unit, except that franchise agreements may be terminated or modified by the franchising authorities as noted above. During the last year, the Partnership did not engage in any research and development activities.

~~Partnership~~Cable ~~revenues~~systems ~~are~~currently ~~derived~~experience ~~primarily~~competition from ~~monthly~~several ~~payments received from video~~sources, ~~Internet~~including ~~and~~broadcast ~~telephone subscribers. Subscribers are divided into six categories: basic video subscribers~~television, ~~expanded basic~~cable ~~video subscribers~~overbuilds, ~~premium~~direct ~~video~~broadcast ~~subscribers,~~satellite ~~digital video subscribers~~services, ~~Internet~~private ~~subscribers~~cable and ~~telephone~~multichannel ~~subscribers.~~multipoint ~~“Basic~~distribution ~~video subscribers” are households that subscribe to the basic level of~~ service, ~~which generally provides access to the four major television networks (ABC~~systems, ~~NBC,~~Multichannel ~~CBS~~Video ~~and~~Distribution ~~FOX), a few independent local stations, PBS (the Public Broadcasting System)~~ and ~~certain~~Data ~~satellite programming services~~Service, ~~such as ESPN, CNN~~ or ~~The Discovery Channel. “Expanded basic video subscribers” are households that subscribe to an additional level of certain satellite programming services~~MVDDS, ~~the~~and ~~content~~telephone ~~of which varies from system to system~~companies. ~~“Premium~~Cable ~~video~~systems ~~subscribers”~~ are ~~households~~also ~~that~~in ~~subscribe~~competition ~~to one or more “pay channels”~~ in ~~addition~~various todegrees ~~the~~with ~~basic~~other ~~service.~~communications ~~These~~and ~~pay~~entertainment ~~channels include such services as Showtime~~media, ~~Home~~including ~~Box~~motion ~~Office~~pictures, ~~Cinemax~~DVDs, orInternet ~~The~~data ~~Movie~~delivery, ~~Channel.~~Internet ~~“Digital~~ video ~~subscribers”~~delivery ~~are those who subscribe to digitally delivered video~~ and ~~audio~~telecommunications ~~services~~companies. ~~“Internet~~The ~~Subscribers”~~following ~~are~~provides ~~those who subscribe to the Partnership’s Internet service, which is offered via~~ a ~~cable~~summary ~~modem.~~description ~~“Telephone~~of ~~Subscribers”~~these ~~are~~sources ~~those~~of ~~who subscribe to the Partnership’s telephony service, known as Voice over Internet Protocol, or VoIP~~competition.

~~COMPETITION~~Broadcast Television

Cable systems ~~currently~~have ~~experience~~traditionally ~~competition~~competed ~~from~~with ~~several~~broadcast ~~sources~~television, ~~including~~which ~~broadcast~~consists of television, ~~cable~~signals ~~overbuilds,~~that ~~direct~~the ~~broadcast satellite~~viewer ~~services,~~is ~~private~~able ~~cable~~to ~~and~~receive ~~multichannel~~directly ~~multipoint~~on ~~distribution~~his ~~service~~television ~~systems,~~without ~~Multichannel~~charge ~~Video~~using ~~Distribution~~an ~~and~~“off-air” ~~Data~~antenna. ~~Service,~~The orextent ~~MVDDS,~~of this competition is dependent in part upon the quality and ~~telephone~~quantity ~~companies~~of signals available by antenna reception as compared to the services provided by the local cable system. ~~Cable~~Accordingly, ~~systems~~cable ~~are~~operators ~~also~~find init ~~competition~~less difficult to obtain higher penetration rates in ~~various~~rural ~~degrees~~areas ~~with~~(where ~~other communications~~signals ~~and~~available ~~entertainment~~off-air ~~media,~~are ~~including~~limited) ~~motion~~than ~~pictures,~~in ~~DVDs,~~metropolitan ~~Internet~~areas ~~data~~where ~~delivery~~numerous, ~~Internet~~high ~~video~~quality ~~delivery~~off-air ~~and~~signals ~~telecommunications~~are ~~companies~~often available without the aid of cable television systems. The ~~following~~recent ~~provides~~licensing aof ~~summary~~digital ~~description~~spectrum ofby ~~these~~the ~~sources~~Federal ofCommunications ~~competition.~~Commission (“FCC”) has provided incumbent broadcast licenses with the ability to deliver high definition television pictures and multiple digital-quality program streams, as well as advanced digital services such as subscription video.

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~~Broadcast Television~~ Overbuilds

Cable ~~systems~~system ~~have~~franchises ~~traditionally~~are ~~competed~~not ~~with~~exclusive. ~~broadcast~~More ~~television,~~than ~~which~~one ~~consists~~cable ofsystem ~~television~~may ~~signals~~be ~~that~~built in the ~~viewer~~same area. This is ~~able~~known toas ~~receive~~an ~~directly~~“overbuild.” onOverbuilds ~~his~~have ~~television~~the ~~without~~potential ~~charge~~to ~~using~~result ~~an “off-air”~~in ~~antenna.~~loss ~~The~~of ~~extent~~revenues to the operator of ~~this~~the ~~competition~~original cable system. Generally, an overbuilder is ~~dependent~~required to obtain franchises from the state or local governmental authorities, although in ~~part~~some ~~upon~~instances, the ~~quality~~overbuilder could be the local government itself and ~~quantity~~no offranchise ~~signals~~is ~~available~~required. byRecently, ~~antenna~~many ~~reception~~states ashave ~~compared~~passed tolegislation that limits the ~~services~~ability ~~provided~~of bylocal franchises to negotiate franchises with an overbuilder. In many states, franchises are now obtained from the state, not the local ~~cable~~governmental ~~system~~authority. ~~Accordingly,~~As ~~cable~~a ~~operators find~~result, it ~~less~~is ~~difficult~~the general industry consensus that new franchises will be easier to obtain. ~~higher~~An ~~penetration~~overbuilder ~~rates~~would obtain programming contracts from entertainment programmers and, in ~~rural~~most ~~areas~~cases, ~~(where~~would ~~signals~~build ~~available~~a ~~off-air~~complete ~~are~~cable ~~limited)~~system ~~than~~such inas ~~metropolitan~~headends, ~~areas~~trunk ~~where~~lines and drops to individual subscribers’ homes throughout the franchise areas.

~~Table~~Companies with considerable resources have entered the business. These companies include public utilities to whose poles the Partnership’s cables are attached. Federal law allows telephone companies to provide a wide variety of ~~Contents~~services that are competitive with the Partnership’s services, including video and Internet services within and outside their telephone service areas. The nation’s leading telephone companies have entered the multichannel video programming distribution business on a nationwide basis. These companies have considerable resources and could be formidable competitors. The Partnership cannot predict at this time the extent of the competition that will emerge in areas served by the Partnership's cable systems. The entry of telephone companies, public and private utilities and local governments as direct competitors, however, is likely to continue over the next several years and could adversely affect the profitability and market value of the Partnership's systems.

~~numerous,~~Direct ~~high~~Broadcast ~~quality~~Satellite off-air signals are often available without the aid of cable television systems. The recent licensing of digital spectrum by the Federal Communications Commission (“FCC”) has provided incumbent broadcast licenses with the ability to deliver high definition television pictures and multiple digital-quality program streams, as well as advanced digital services such as subscription video. Service

~~Overbuilds~~High-powered, direct-to-home satellites have made possible the wide-scale delivery of programming to individuals throughout the United States using small roof-top or wall-mounted antennas. The two leading DBS providers have experienced dramatic growth over the last several years. Companies offering direct broadcast satellite service use video compression technology to increase channel capacity of their systems and to provide packages of movies, satellite networks and other program services which are competitive to those of cable systems. DBS companies historically faced significant legal and technological impediments to providing popular local broadcast programming to their customers. Federal legislation has reduced this competitive disadvantage, and has reduced the compulsory copyright fees paid by DBS companies and allowed them to continue offering distant network signals to rural customers. The availability of low or no cost DBS equipment, delivery of local signals in some markets and exclusivity with respect to certain sports programming has increased DBS’s market share over recent years. The impact of DBS services on the Partnership’s market share within its service areas cannot be precisely determined but is estimated to have taken away a significant number of subscribers. Satellite carriers are attempting to expand their service offerings to include, among other things, Internet services and are entering joint marketing arrangements with local telecommunications providers.

~~Cable system~~Satellite ~~franchises~~Master ~~are~~Antenna ~~not~~Television exclusive. More than one cable system may be built in the same area. This is known as an “overbuild.” Overbuilds have the potential to result in loss of revenues to the operator of the original cable system. Generally, an overbuilder is required to obtain franchises from the state or local governmental authorities, although in some instances, the overbuilder could be the local government itself and no franchise is required. Recently, many states have passed legislation that limits the ability of local franchises to negotiate franchises with an overbuilder. In many states, franchises are now obtained from the state, not the local governmental authority. As a result, it is the general industry consensus that new franchises will be easier to obtain. An overbuilder would obtain programming contracts from entertainment programmers and, in most cases, would build a complete cable system such as headends, trunk lines and drops to individual subscribers’ homes throughout the franchise areas.

~~Companies~~Additional ~~with~~competition ~~considerable~~is ~~resources~~provided ~~have~~by ~~entered~~private ~~the~~cable ~~business. These~~television ~~companies~~systems, ~~include~~known ~~public~~as ~~utilities~~satellite tomaster ~~whose~~antenna ~~poles~~television ~~the~~(“SMATV”), ~~Partnership’s~~serving ~~cables~~multi-unit ~~are~~dwellings ~~attached.~~such ~~Federal~~as ~~law~~condominiums, ~~allows~~apartment ~~telephone~~complexes, ~~companies~~and toprivate ~~provide~~residential acommunities. ~~wide~~These ~~variety~~private ofcable ~~services~~systems ~~that~~may ~~are~~enter ~~competitive~~into ~~with~~exclusive ~~the~~agreements ~~Partnership’s~~with ~~services,~~apartment ~~including video~~owners and ~~Internet~~homeowners ~~services~~associations, ~~within~~although ~~and~~some ~~outside~~states ~~their telephone service areas. The nation’s leading telephone companies~~ have ~~entered~~enacted ~~the~~laws ~~multichannel~~to ~~video~~provide ~~programming~~cable ~~distribution~~system ~~business~~access onto athese ~~nationwide basis~~facilities. ~~These~~Operators ~~companies~~of ~~have considerable~~private ~~resources~~cable, ~~and~~which ~~could~~do benot ~~formidable~~cross ~~competitors.~~public ~~The~~rights ~~Partnership~~of ~~cannot~~way, ~~predict~~are atlargely ~~this~~free ~~time~~from the ~~extent~~federal, ofstate ~~the~~and ~~competition~~local ~~that~~regulatory ~~will~~requirements ~~emerge~~imposed inon ~~areas~~franchised ~~served by the Partnership’s~~ cable ~~systems~~operators. ~~The~~In ~~entry~~addition, ofsome ~~telephone~~SMATV ~~companies,~~operators ~~public and~~are ~~private~~developing ~~utilities~~ and/or ~~local~~offering ~~governments~~packages asof ~~direct competitors~~telephony, ~~however,~~data ~~is likely to continue over the next several years~~ and ~~could~~video ~~adversely~~services ~~affect~~to ~~the~~private ~~profitability~~residential and ~~market~~commercial ~~value of the Partnership’s systems~~developments.

~~Direct~~Multichannel ~~Broadcast~~Multipoint ~~Satellite~~Distribution Service Systems

~~High-powered,~~Cable ~~direct-to-home~~systems ~~satellites~~also ~~have~~compete ~~made~~with ~~possible~~wireless ~~the~~program ~~wide-scale~~distribution ~~delivery~~services ofsuch ~~programming~~as tomultichannel, ~~individuals~~multipoint ~~throughout~~distribution the United States using small roof-top or wall-mounted antennas. The two leading DBS providers have experienced dramatic growth over the last several years. Companies offering direct broadcast satellite service ~~use video compression technology to increase channel capacity of their~~ systems ~~and~~(“MMDSS”) tocommonly ~~provide~~called ~~packages~~wireless ~~of movies~~cable, ~~satellite~~ ~~networks and other program services~~ which are ~~competitive~~licensed to ~~those~~serve ofspecific ~~cable systems~~areas. ~~DBS~~MMDSS ~~companies~~uses ~~historically~~low-power ~~faced~~microwave ~~significant~~frequencies ~~legal and technological impediments~~ to ~~providing~~transmit ~~popular~~television ~~local broadcast~~ programming over-the-air to ~~their~~paying ~~customers~~subscribers. ~~Federal~~ ~~legislation~~This ~~has~~industry ~~reduced~~is ~~this~~less ~~competitive~~capital ~~disadvantage,~~intensive ~~and~~than ~~has reduced~~ the ~~compulsory~~cable ~~copyright~~industry, ~~fees paid by DBS companies~~ and ~~allowed~~it ~~them~~is totherefore ~~continue~~more ~~offering~~practical ~~distant network signals~~ to ~~rural~~construct ~~customers.~~systems ~~The~~using ~~availability~~this oftechnology ~~low or no cost DBS equipment, delivery of local signals~~ in some markets and exclusivity with respect to certain sports programming has increased DBS’s market share over recent years. The impact of DBS services on the Partnership’s market share within its service areas ~~cannot be precisely determined but is estimated to have taken away a significant number~~ of ~~subscribers.~~lower ~~Satellite~~subscriber ~~carriers are attempting to expand their service offerings to include, among other things, Internet services and are entering joint marketing arrangements with local telecommunications providers~~penetration.

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~~Satellite~~Internet ~~Master Antenna Television~~ Services

~~Additional~~The ~~competition~~Partnership’s iscable ~~provided~~systems byare ~~private~~offering ~~cable~~Internet ~~television~~services to subscribers. These systems, ~~known~~compete aswith ~~satellite~~a ~~master~~number ~~antenna~~of ~~television~~other ~~(“SMATV”)~~companies, ~~serving~~ ~~multi-unit~~many ~~dwellings~~of ~~such~~whom ashave ~~condominiums~~substantial resources, ~~apartment~~such ~~complexes,~~as ~~and~~existing ~~private~~Internet ~~residential~~service ~~communities.~~providers ~~These~~(“ISPs”) ~~private~~and ~~cable~~telecommunications ~~systems~~companies. ~~may~~The ~~enter~~deployment ~~into~~of ~~exclusive~~digital ~~agreements~~subscriber ~~with~~line ~~apartment~~(“DSL”) ~~owners~~technology ~~and~~allows ~~homeowners~~Internet ~~associations,~~access ~~although~~over ~~some~~telephone ~~states~~lines ~~have enacted~~and ~~laws~~transmission torates ~~provide~~far ~~cable~~in ~~system~~excess ~~access~~of toconventional ~~these~~dial-up ~~facilities~~modems. ~~Operators~~Many oflocal ~~private~~telephone ~~cable,~~companies ~~which~~are doseeking ~~not~~to ~~cross~~provide ~~public~~Internet ~~rights~~services ofwithout ~~way,~~regard ~~are~~to ~~largely~~their ~~free~~present ~~from~~service ~~the~~boundaries. ~~federal~~Further, ~~state~~the ~~and~~FCC ~~local~~has ~~regulatory~~recently ~~requirements~~reduced ~~imposed~~the regulatory burden on ~~franchised~~local ~~cable~~telephone ~~operators. In~~companies ~~addition~~by, ~~some~~for ~~SMATV~~example, ~~operators~~reducing ~~are~~their ~~developing~~obligation ~~and/or~~to ~~offering~~provide ~~packages~~Internet ofon ~~telephony,~~a ~~data~~wholesale ~~and~~basis ~~video services~~ to ~~private residential and commercial developments~~competitors.

~~Multichannel~~A ~~Multipoint~~number ~~Distribution~~of ~~Service~~cable ~~Systems~~operators have reached agreements with unaffiliated ISPs to grant them access to their cable facilities for the purpose of providing competitive Internet services. The Partnership has not entered into any such “access” arrangement. However, Northland cannot provide any assurance that regulatory authorities will not impose “open access” or similar requirements on the Partnership as part of an industry-wide requirement. These requirements could adversely affect the Partnership’s results of operations.

~~Cable~~Telephony systems also compete with wireless program distribution services such as multichannel, multipoint distribution service systems (“MMDSS”) commonly called wireless cable, which are licensed to serve specific areas. MMDSS uses low-power microwave frequencies to transmit television programming over-the-air to paying subscribers. This industry is less capital intensive than the cable industry, and it is therefore more practical to construct systems using this technology in areas of lower subscriber penetration. Services

~~Table~~The Partnership’s cable systems are offering a type of ~~Contents~~telephony service, known as Voice over Internet Protocol, or VoIP. These systems compete with a number of other companies, many of whom have substantial resources, such as existing traditional telephony companies and large VoIP providers, such as Vonage. The Partnership will continue to face rigorous competition from established telephone companies, who have considerable resources and well-established enterprises in these business areas. It is also possible that electric utilities and others will increasingly offer products in competition with the Partnership’s cable systems.

~~Internet~~REGULATION ~~Services~~AND LEGISLATION

The ~~Partnership’s~~following summary addresses the key regulatory and legislative developments affecting the cable ~~systems~~industry. Cable system operations are ~~offering~~extensively ~~Internet~~regulated ~~services~~by tothe ~~subscribers~~FCC, some state governments and most local governments. A ~~These~~failure ~~systems~~to ~~compete~~comply with athese ~~number~~regulations ofcould ~~other~~subject ~~companies,~~the ~~many~~Partnership ofto ~~whom~~substantial ~~have~~penalties. The ~~substantial~~Partnership’s ~~resources,~~business ~~such~~can asbe dramatically impacted by changes to the existing ~~Internet~~ ~~service~~regulatory ~~providers~~framework, ~~(“ISPs”)~~whether ~~and~~triggered ~~telecommunications~~by ~~companies.~~legislative, ~~The~~administrative, ~~deployment~~or ofjudicial ~~digital~~rulings. Congress ~~subscriber~~and ~~line~~the ~~(“DSL”)~~FCC ~~technology~~have ~~allows~~expressed ~~Internet~~a ~~access~~particular ~~over~~interest ~~telephone~~in ~~lines~~increasing ~~and~~competition ~~transmission~~in ~~rates~~the ~~far~~communications field generally and in ~~excess~~the ofcable ~~conventional dial-up~~television ~~modems~~field specifically. The ~~Many~~1996 ~~local~~Telecom ~~telephone~~Act, ~~companies~~which ~~are~~amended ~~seeking~~the toCommunications ~~provide~~Act, ~~Internet~~altered ~~services~~the ~~without~~regulatory ~~regard~~structure togoverning ~~their~~the ~~present~~nation's ~~service~~communications ~~boundaries~~providers. It ~~Further,~~removed ~~the~~barriers ~~FCC~~to ~~has~~competition ~~recently~~in ~~reduced~~both the ~~regulatory~~cable ~~burden~~television onmarket and the local telephone ~~companies~~market. The ~~by,~~Partnership ~~for~~could ~~example, reducing~~face ~~their~~additional ~~obligation~~material todisadvantages ~~provide~~in ~~Internet~~the onfuture aif ~~wholesale~~it ~~basis~~is subject to new or changed regulations that do not equally impact the Partnership’s competitors.

ACongress ~~number~~and ofthe ~~cable~~FCC ~~operators~~ have ~~reached agreements~~frequently ~~with~~revisited ~~unaffiliated~~the ~~ISPs~~subject toof ~~grant~~communications ~~them~~regulation, ~~access~~and toit ~~their~~is ~~cable~~likely ~~facilities~~to ~~for~~do so in the ~~purpose~~future. In ofaddition, ~~providing~~franchise ~~competitive~~agreements ~~Internet~~with ~~services.~~local ~~The~~governments ~~Partnership~~must ~~has~~be ~~not~~periodically ~~entered~~renewed, ~~into~~and ~~any~~new ~~such~~operating ~~“access”~~terms ~~arrangement~~may be imposed. Future ~~However~~legislative, ~~Northland~~regulatory, ~~cannot provide~~or ~~any~~judicial ~~assurance~~changes ~~that~~could ~~regulatory~~adversely ~~authorities~~affect ~~will~~the ~~not~~Partnership’s ~~impose~~operations. The ~~“open~~Managing ~~access”~~General orPartner ~~similar~~can ~~requirements~~provide onno assurance that the ~~Partnership~~already asextensive ~~part~~regulation of anthe ~~industry-wide~~Partnership’s ~~requirement.~~business ~~These~~will ~~requirements~~not ~~could~~be ~~adversely~~expanded ~~affect~~in the ~~Partnership’s results of operations~~future.

~~Telephony~~Cable ~~Services~~Rate Regulation and Program Tiering

The ~~Partnership’s~~ cable ~~systems~~industry ~~are~~has ~~offering~~operated under a ~~type~~federal ofrate ~~telephony~~regulation ~~service,~~regime ~~known~~for asmore ~~Voice~~than ~~over~~a ~~Internet~~decade. The ~~Protocol,~~regulations orcurrently ~~VoIP.~~restrict ~~These~~the prices that cable systems ~~compete~~charge ~~with~~for athe ~~number~~minimum level of ~~other~~video ~~companies~~programming service, ~~many~~referred ofto ~~whom~~as ~~have substantial~~“basic ~~resources~~service,” ~~such~~and asassociated ~~existing~~equipment. All ~~traditional~~other ~~telephony~~cable ~~companies~~offerings ~~and~~are ~~large~~now ~~VoIP~~universally ~~providers,~~exempt ~~such~~from asrate ~~Vonage~~regulation. Although ~~The~~basic ~~Partnership~~rate ~~will~~regulation ~~continue~~operates pursuant to ~~face~~a ~~rigorous~~federal ~~competition~~formula, ~~from~~local ~~established~~governments, ~~telephone~~commonly ~~companies~~referred to as local franchising authorities, ~~who~~are primarily responsible for administering this regulation. Many of the Partnership’s local franchising authorities have ~~considerable~~not ~~resources~~certified ~~and well-established~~to ~~enterprises~~regulate inbasic ~~these~~cable ~~business~~rates, ~~areas.~~but Itthey isretain ~~also~~the ~~possible~~right ~~that~~to ~~electric~~do ~~utilities~~so (and ~~others~~obtain ~~will~~the ~~increasingly~~power ~~offer~~to ~~products~~order rate reductions and refunds), except in those specific communities facing “effective competition,” ~~with~~as ~~the~~defined ~~Partnership’s~~under ~~cable~~federal ~~systems~~law.

~~REGULATION~~There ~~AND~~have ~~LEGISLATION~~been frequent calls to impose expanded rate regulation on the cable industry. Confronted with rapidly increasing cable programming costs, it is possible that Congress may adopt new constraints on the retail pricing or packaging of cable programming. For example, there has been considerable legislative and regulatory interest in requiring cable companies to offer programming on an a la carte basis or at least to offer a separately available child-friendly “Family Tier”. Programming services have historically been bundled into programming packages containing a variety of programming services. Any constraints on this practice could adversely affect the Partnership’s operations.

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~~The~~Federal ~~following~~rate ~~summary~~regulations ~~addresses~~generally ~~the~~require ~~key~~cable ~~regulatory~~operators ~~and~~to ~~legislative~~allow ~~developments~~subscribers ~~affecting~~to ~~the~~purchase ~~cable~~premium ~~industry. Cable~~or ~~system~~pay-per-view ~~operations~~services ~~are~~without ~~extensively regulated by~~ the ~~FCC,~~necessity ~~some~~of ~~state~~subscribing ~~governments and most local governments. A failure~~ to ~~comply~~any ~~with~~tier ~~these~~of ~~regulations~~service, ~~could~~other ~~subject~~than the ~~Partnership~~basic toservice ~~substantial penalties~~tier. ~~The~~ ~~Partnership’s~~As ~~business~~the ~~can~~Partnership beattempts ~~dramatically~~to ~~impacted~~respond ~~by changes~~ to ~~the~~a ~~existing~~changing ~~regulatory~~marketplace ~~framework, whether~~with ~~triggered~~competitive bypricing ~~legislative~~practices, ~~administrative,~~such oras ~~judicial~~targeted ~~rulings. Congress~~promotions and ~~the FCC have expressed a particular interest in increasing competition in the communications field generally and in the cable television field specifically. The 1996 Telecom Act~~discounts, ~~which amended~~ the Communications Act, altered the regulatory structure governing the nation’s communications providers. It removed barriers to competition in both the cable television market and the local telephone market. The Partnership ~~could~~may face additional ~~material~~legal ~~disadvantages~~restraints inand ~~the~~challenges ~~future if it is subject to new or changed regulations~~ that doimpede ~~not equally impact~~ the Partnership’s ~~competitors.~~ability to compete.

~~Congress~~Must ~~and~~Carry/Retransmission the FCC have frequently revisited the subject of communications regulation, and it is likely to do so in the future. In addition, franchise agreements with local governments must be periodically renewed, and new operating terms may be imposed. Future legislative, regulatory, or judicial changes could adversely affect the Partnership’s operations. The Managing General Partner can provide no assurance that the already extensive regulation of the Partnership’s business will not be expanded in the future. Consent

~~Cable~~There ~~Rate~~are ~~Regulation~~two ~~and~~alternative ~~Program~~legal ~~Tiering~~methods for carriage of local broadcast television stations on cable systems. Federal law currently includes “must carry” regulations, which require cable systems to carry certain local broadcast television stations that the cable operator may not select voluntarily. Alternatively, federal law includes “retransmission consent” regulations, by which popular commercial television stations can prohibit cable carriage unless the cable operator first negotiates for “retransmission consent,” which may be conditioned on significant payments or other concessions. Either option has a potentially adverse effect on the Partnership’s business. While the Partnership currently has retransmission consent agreements with all such broadcast stations, the potential remains for carriage of such stations to be discontinued if any of such agreements is not renewed following its expiration.

~~The~~In ~~cable industry has operated under a federal rate regulation regime for more than a decade. The regulations currently restrict~~ the ~~prices~~wake ~~that cable systems charge for the minimum level~~ of ~~video~~publicized ~~programming~~disputes ~~service,~~between ~~referred~~several tocable asoperators ~~“basic~~and ~~service~~broadcasters,” ~~and associated~~several ~~equipment. All~~members ~~other~~of ~~cable~~Congress ~~offerings~~have ~~are~~expressed ~~now~~concern ~~universally~~that ~~exempt~~current ~~from~~retransmission ~~rate~~consent ~~regulation. Although~~requirements ~~basic~~and ~~rate~~practices ~~regulation~~have ~~operates~~had ~~pursuant to~~ a ~~federal~~negative ~~formula,~~effect ~~local~~on ~~governments~~consumers, ~~commonly~~and ~~referred~~stated tothat asit ~~local~~is ~~franchising authorities,~~time ~~are~~for ~~primarily~~Congress ~~responsible~~to ~~for~~reexamine ~~administering~~those ~~this regulation~~requirements. ~~Many~~ Other members of ~~the~~Congress ~~Partnership’s local franchising authorities~~ have ~~not~~suggested ~~certified~~that tobinding ~~regulate~~arbitration ~~basic~~may ~~cable~~be ~~rates,~~an ~~but~~appropriate ~~they~~means ~~retain~~of ~~the~~resolving ~~right~~such todisputes. The doFCC sohas ~~(and~~an ~~obtain~~ongoing ~~the~~proceeding ~~power~~ to ~~order~~ ~~rate~~consider ~~reductions~~changes ~~and~~to ~~refunds),~~its ~~except~~rules ingoverning ~~those~~retransmission ~~specific~~consent ~~communities facing “effective competition,” as defined under federal law~~negotiations.

~~There~~In ~~have~~June ~~been~~of ~~frequent~~2009, ~~calls~~all full power broadcast stations in the United States ceased transmission of their analog signals and switched to ~~impose~~a ~~expanded~~digital ~~rate~~signal. As ~~regulation~~a onresult, in many instances, the ~~cable~~Partnership ~~industry~~must carry both the analog and digital signals of each station (dual carriage), unless the Partnership transitions to a fully digital system. ~~Confronted~~ Additional ~~with~~government-mandated ~~rapidly~~broadcast ~~increasing~~carriage ~~cable~~obligations could disrupt existing programming ~~costs~~commitments, itinterfere iswith ~~possible~~the Partnership’s preferred use of limited channel capacity and limit its ability to offer services that would maximize customer appeal and revenue potential. In addition, Congress could legislate additional carriage obligations. The FCC may ~~adopt~~evaluate ~~new constraints~~additional onmodifications ~~the~~to ~~retail~~its ~~pricing~~digital orbroadcast ~~packaging~~signal ofcarriage ~~cable~~requirements ~~programming~~in the future. ~~For~~ ~~example~~Management cannot predict the ultimate outcome of this proceeding, ~~there~~or ~~has~~the ~~been~~impact ~~considerable~~any ~~legislative~~new ~~and~~carriage ~~regulatory~~requirements may have on the operation of its cable systems.

~~Table~~Access ~~of Contents~~Channels

~~interest~~Local infranchise ~~requiring~~agreements ~~cable~~and ~~companies~~more torecently, ~~offer~~state ~~programming~~franchise onlegislation, anoften arequire lacable ~~carte~~operators ~~basis~~to orset ataside ~~least~~certain tochannels ~~offer~~for apublic, ~~separately~~educational ~~available~~and ~~child-friendly~~governmental ~~“Family~~access ~~Tier”~~programming. ~~Programming~~ Federal ~~services have~~law ~~historically~~also ~~been~~requires ~~bundled~~cable ~~into~~systems ~~programming~~to ~~packages~~designate ~~containing~~ a ~~variety~~portion of ~~programming~~their ~~services~~channel capacity for commercial leased access by unaffiliated third parties. ~~Any~~ Increased ~~constraints~~activity onin this ~~practice~~area could ~~adversely~~further ~~affect~~burden the channel capacity of the Partnership’s ~~operations~~cable systems.

Federal rate regulations generally require cable operators to allow subscribers to purchase premium or pay-per-view services without the necessity of subscribing to any tier of service, other than the basic service tier. As the Partnership attempts to respond to a changing marketplace with competitive pricing practices, such as targeted promotions and discounts, the Partnership may face additional legal restraints and challenges that impede the Partnership’s ability to compete. Programming

~~Must~~The ~~Carry/Retransmission Consent~~Communications Act and the FCC’s “program access” rules generally prevent satellite video programmers affiliated with cable operators from favoring cable operators over competing multichannel video distributors, such as DBS, and limit the ability of such programmers to offer exclusive programming arrangements to cable operators. Given the heightened competition and media consolidation that the Partnership faces, it is possible that the Partnership will find it increasingly difficult to gain access to popular programming at favorable terms. Such difficulty could adversely impact the Partnership’s business.

~~There~~Access ~~are two alternative legal methods~~ for ~~carriage~~Persons ofwith ~~local~~Disabilities: FCC ~~broadcast~~rules ~~television~~requires ~~stations~~the onPartnership ~~cable systems. Federal~~to ~~law~~ensure ~~currently~~that ~~includes~~persons ~~“must~~with ~~carry”~~disabilities ~~regulations,~~can ~~which~~more ~~require~~fully ~~cable~~access ~~systems to carry certain local broadcast television stations that~~ the ~~cable~~programming ~~operator~~we ~~may~~carry. The ~~not~~Partnership ~~select~~is ~~voluntarily. Alternatively,~~required ~~federal~~to ~~law includes~~provide ~~“retransmission~~closed ~~consent”~~captions ~~regulations,~~and bypass ~~which~~through ~~popular~~video ~~commercial~~description ~~television~~to ~~stations~~subscribers ~~can~~on ~~prohibit~~some ~~cable~~networks ~~carriage~~it ~~unless~~carries. In the ~~cable operator first negotiates for “retransmission consent~~future,” ~~which~~the ~~may~~Partnership will be ~~conditioned~~required ~~on significant~~to ~~payments~~ensure oraural ~~other~~accessibility ~~concessions. Either~~of ~~option~~emergency ~~has~~information, aand ~~potentially~~accessibility ~~adverse~~of ~~effect~~navigation ~~on the Partnership’s business~~devices.

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InEncryption ~~June~~ of ~~2009, all full power broadcast stations in~~ the ~~United~~Basic ~~States~~Service ~~ceased~~Tier: If ~~transmission~~a ofcable ~~their~~operator ~~analog~~decides ~~signals and switched~~ to aencrypt ~~digital signal. As a result, in many instances,~~ the ~~Partnership must~~basic ~~carry~~tier ~~both~~on ~~the~~its ~~analog and~~ all-digital ~~signals of each station (dual carriage), unless the Partnership transitions to a fully digital~~ system~~. Additional government-mandated broadcast carriage obligations could disrupt existing programming commitments~~, ~~interfere with~~ the ~~Partnership’s~~FCC ~~preferred~~rules ~~use~~require operators of ~~limited~~such ~~channel~~systems ~~capacity and limit its ability~~ to offer ~~services~~certain ~~that~~affected ~~would~~subscribers ~~maximize~~free ~~customer~~equipment appeal and revenue potential. In addition, Congress could legislate additional carriage obligations. The FCC may evaluate additional modifications to its digital broadcast signal carriage requirements in the future. Management cannot predict the ultimate outcome of this proceeding, or ~~the~~CableCARDs ~~impact~~for ~~any~~a ~~new~~period ~~carriage requirements may have on the operation~~ of ~~its~~one ~~cable~~to ~~systems.~~five years.

~~Access~~Other ~~Channels~~Regulation: The Partnership is subject to various other regulations, including those related to political broadcasting; home wiring; the blackout of certain network, sports, and syndicated programming; prohibitions on transmitting obscene programming; limitations on advertising in children's programming; and standards for emergency alerts, as well as telemarketing and general consumer protection laws. The FCC also imposes various technical standards on our operations. In the aftermath of Superstorm Sandy, the FCC and the states are examining whether new requirements are necessary to improve the resiliency of communications networks, potentially including cable networks.

~~Local~~Ownership franchise agreements and more recently, state franchise legislation, often require cable operators to set aside certain channels for public, educational and governmental access programming. Federal law also requires cable systems to designate a portion of their channel capacity for commercial leased access by unaffiliated third parties. Increased activity in this area could further burden the channel capacity of the Partnership’s cable systems. Restrictions

~~Programming~~Federal regulation of the communications field traditionally included a host of ownership restrictions, which limited the size of certain media entities and restricted their ability to enter into competing enterprises. Through a series of legislative, regulatory, and judicial actions, most of these restrictions recently were eliminated or substantially relaxed. For example, historic restrictions on local exchange carriers offering cable service within their telephone service area, as well as those prohibiting broadcast stations from owning cable systems within their broadcast service area, no longer exist. Changes in this regulatory area, including some still subject to review, could alter the business landscape in which the Partnership operates, as formidable new competitors (including electric utilities, local exchange carriers, and broadcast/media companies) may increasingly choose to offer cable or cable related services.

~~The~~Internet Communications Act and the FCC’s “program access” rules generally prevent satellite video programmers affiliated with cable operators from favoring cable operators over competing multichannel video distributors, such as DBS, and limit the ability of such programmers to offer exclusive programming arrangements to cable operators. Given the heightened competition and media consolidation that the Partnership faces, it is possible that the Partnership will find it increasingly difficult to gain access to popular programming at favorable terms. Such difficulty could adversely impact the Partnership’s business. Service

~~Ownership~~Regulatory ~~Restrictions~~Classification: On February 26, 2015, the FCC reclassified high-speed Internet access services (often called "broadband" Internet services) as "telecommunication services" under Title II of the Communications Act. Under Title II, the FCC will have broad and far reaching regulatory authority over internet services and internet service providers. The FCC formally implemented it previous announcement to prohibit blocking or “throttling” of lawful content, prohibit paid prioritization of content, require greater transparency regarding broadband service, allow reasonable network management and address interconnection issues. In its announcement, the FCC determined that it will forbear from rate regulation, not require Universal Service Fund contributions from ISP’s and continue the existing taxation exemptions under the Internet Tax Freedom Act. It is not possible to determine the extent to which the FCC’s new rules will affect the Partnership. Further, the FCC retains the authority to issue additional rules and regulations within the full scope of its powers regardless of its current ruling. Under its broad regulatory authority the FCC can impose substantial obligations on broadband providers that could have a material impact on the Partnership.

Federal ~~regulation~~Broadband ofFunding: ~~the~~The ~~communications~~American ~~field~~Recovery ~~traditionally~~and ~~included~~Reinvestment aAct ~~host~~ of ~~ownership~~2009 ~~restrictions,~~(“Recovery ~~which~~Act”) ~~limited~~provided $7.2 billion in the ~~size~~form of ~~certain~~grants ~~media entities~~ and ~~restricted~~loans ~~their~~to ~~ability~~program applicants to, ~~enter~~among ~~into competing~~other ~~enterprises~~things, build broadband infrastructure. ~~Through~~ aAll ~~series~~funds ofwere ~~legislative,~~awarded ~~regulatory~~by September 30, ~~and~~2010. ~~judicial~~Although ~~actions~~all funds have been awarded, ~~most~~construction of ~~these~~facilities ~~restrictions~~and ~~recently~~other ~~were~~uses ~~eliminated~~of orthe ~~substantially~~funds ~~relaxed~~is in various stages of implementation. ~~For~~ ~~example,~~To ~~historic~~Management’s ~~restrictions~~knowledge, onno ~~local~~funds ~~exchange~~that ~~carriers~~were ~~offering cable~~awarded ~~service~~for ~~within~~the ~~their~~construction ~~telephone~~of ~~service~~new ~~area,~~facilities asor ~~well~~upgrades asto ~~those~~existing ~~prohibiting~~facilities ~~broadcast~~is ~~stations~~authorized ~~from~~to ~~owning~~be ~~cable~~used ~~systems~~to ~~within~~overbuild ~~their~~areas ~~broadcast~~served ~~service~~by ~~area,~~the noPartnership’s ~~longer~~existing ~~exist~~cable facilities. ~~Changes~~ inTo ~~this~~the ~~regulatory~~extent ~~area,~~funding ~~including~~is ~~some~~to ~~still~~be ~~subject~~used ~~to review~~for middle mile networks, ~~could~~Public ~~alter~~Computer ~~the~~Centers, ~~business~~and ~~landscape~~Sustainable inBroadband ~~which~~Adoption, ~~the~~or ~~Partnership~~other ~~operates~~authorized uses, asany ~~formidable~~effects ~~new~~of ~~competitors~~the ~~(including~~use ~~electric~~of ~~utilities,~~funding ~~local~~is ~~exchange~~unknown ~~carriers,~~at ~~and~~this ~~broadcast/media~~time ~~companies)~~and may ~~increasingly~~be ~~choose~~difficult if not impossible to ~~offer~~attribute ~~cable~~to orRecovery ~~cable related~~Act ~~services~~funds.

Table Of Contents

~~Table~~National Broadband Plan: As required by The American Recovery and Reinvestment Act of ~~Contents~~2009 (“Recovery Act”), in 2010, the FCC issued the “National Broadband Plan” (“Plan”). The Plan must seek to ensure that all people of the United States have access to broadband capability and establish benchmarks for meeting that goal. Plan highlights are as follows: 100 million households to have access to affordable 100-megabits-per-second service; anchor institutions in every American community to have access to at least 1 gigabit-per-second broadband service; make 500 megahertz of spectrum newly available for licensed and unlicensed use; move adoption rates to more than 90 percent and ensuring digital literacy of every child by the time he or she leaves high school; make Universal Service Fund support available for tomorrow’s digital infrastructure; promote competition across the broadband ecosystem by ensuring greater transparency, removing barriers to entry, and conducting market-based analysis with quality data on price, speed, and availability; and enhance safety through a nationwide, wireless, interoperable public safety network for first responders. Management cannot predict what, if any, requirements will be placed on our provision of broadband services or our operation of broadband facilities or what impact the Plan will ultimately have on the Partnership’s business.

As the Internet ~~Service~~has matured, it has become the subject of increasing regulatory interest. Congress and federal regulators have adopted a wide range of measures directly or potentially affecting Internet use, including, for example, consumer privacy, copyright protections (which afford copyright owners certain rights against the Partnership that could adversely affect the Partnership’s relationship with a customer accused of violating copyright laws), defamation liability, taxation, obscenity, and unsolicited commercial e-mail. State and local governmental organizations have also adopted Internet-related regulations. These various governmental jurisdictions are also considering additional regulations in these and other areas, such as pricing, service and product quality, and intellectual property ownership. The adoption of new Internet regulations or the adaptation of existing laws to the Internet could adversely affect the Partnership’s business.

~~Open~~Phone Access: Over the past several years, proposals have been advanced at the FCC and Congress that would require a cable operator offering Internet service to provide non-discriminatory access to its network to competing Internet service providers. In a 2005 ruling, commonly referred to as Brand X, the Supreme Court upheld an FCC classification of cable-provided Internet service as an “information service” making it less likely that any non-discriminatory “open access” requirements (which are generally associated with common carrier regulation of “telecommunications services”) would be imposed on the cable industry by local, state or federal authorities.Service

~~Net~~The ~~Neutrality:~~1996 InTelecom ~~October 2009~~Act, which amended the ~~FCC~~Communications ~~published~~Act, created a ~~detailed~~more ~~Notice~~favorable ofregulatory ~~Proposed~~environment ~~Rule~~for ~~Making~~the (Partnership to provide telecommunications services. In particular, it limited the ~~“Notice”)~~ regulatory role of local franchising authorities. Many implementation details remain unresolved, and athere ~~draft~~are ofsubstantial ~~proposed~~regulatory ~~regulation~~changes being considered that, ifcould ~~adopted~~impact, ~~would~~in ~~convert~~both positive and negative ways, the ~~existing~~Partnership’s ~~non-binding~~primary ~~FCC~~telecommunications ~~“principles”~~competitors ofand ~~Internet~~the ~~openness~~Partnership’s own entry into ~~enforceable~~the ~~regulations~~field of phone service. On The ~~December 21~~FCC and state regulatory authorities are considering, ~~2010~~for example, ~~the~~whether common carrier regulation traditionally applied to incumbent local exchange carriers should be modified. The FCC ~~adopted~~has ~~net neutrality~~concluded ~~rules~~that alternative voice technologies, ~~which~~like ~~largely~~certain ~~implement~~types ~~existing~~of ~~Internet~~VoIP, ~~traffic~~should ~~and~~be ~~management~~regulated ~~practices~~only ~~reflected~~at inthe federal level, rather than by individual states. While the FCC’s ~~“principles”~~decision ~~and~~appears ~~impose~~to ~~new-non-discrimination~~be a positive development for VoIP offerings, it is unclear whether and ~~transparency~~how ~~rules.~~the FCC will apply certain types of common carrier regulations, such as intercarrier compensation obligations to alternative voice technology. The FCC ~~rules~~has ~~codify~~already ~~three~~determined ~~basic~~that ~~principles for~~ providers of ~~broadband~~phone services using Internet ~~access.~~Protocol ~~The~~technology ~~three~~must ~~principles~~comply ~~(1) require~~with ~~transparent~~some ~~disclosure~~of tothe ~~consumers~~traditional ~~terms,~~phone ~~performance~~service requirements, ~~and~~such ~~network~~as ~~management~~providing ~~practices;~~traditional 911 emergency service obligations (2“E911”) ~~prohibit~~, ~~blocking~~making ofUniversal ~~lawful~~Service ~~content,~~Fund ~~applications~~contributions obligations, orand ~~services,~~it orhas ~~the use~~extended ofrequirements ~~non-harmful~~for ~~devices;~~accommodating ~~(3) bar~~law ~~unreasonable~~enforcement ~~discrimination~~wiretaps ~~against~~to such providers. The FCC decision regarding 911 emergency services implementation caused the ~~transmission~~Partnership ofto ~~lawful~~slow ~~traffic~~its ~~over~~implementation ~~broadband~~of ~~internet~~VoIP ~~access~~services ~~service~~to its various systems. The ~~These~~Partnership ~~rules~~is ~~are~~not ~~directed~~certificated toas ~~providers~~competitive oflocal ~~last~~exchange ~~mile~~carriers ~~Internet~~in ~~access~~any toof ~~all~~the orstates ~~substantially~~in ~~all Internet~~which ~~endpoints~~it operates. Rather, the Partnership provides VoIP services that are not generally subject to ~~peering~~regulation by state or ~~backbone~~local ~~arrangements~~jurisdictions. ~~These~~Also, ~~principles~~the ~~apply~~FCC ~~not~~has ~~only~~preempted ~~for~~some ~~residential~~state ~~use~~commission ~~but~~regulation ~~for~~of VoIP services, tobut ~~small~~has ~~businesses,~~stated ~~schools~~that ~~and~~its ~~libraries~~preemption does not extend to state consumer protection requirements. ~~Excluded~~ ~~from~~Some ~~the~~states ~~set~~continue ofto ~~regulated~~attempt ~~broadband~~to ~~access~~impose ~~providers~~obligations ~~are coffee~~on ~~shops,~~VoIP ~~bookstores~~service providers, ~~and~~including ~~airlines.~~state ~~Wireless~~universal ~~broadband~~ service fund payment obligations. It is ~~held~~unclear tohow athese ~~lower~~regulatory ~~bar~~matters ~~which~~ultimately ~~may~~will ~~give~~be ~~them~~resolved aand ~~competitive~~how ~~advantage~~they ~~over~~will further affect the Partnership’s expansion into phone service.

~~Federal~~Pole Broadband Funding: The American Recovery and Reinvestment Act of 2009 (“Recovery Act”) provided $7.2 billion in the form of grants and loans to program applicants to, among other things, build broadband infrastructure. All funds were awarded by September 30, 2010. Although all funds have been awarded, construction of facilities and other uses of the funds is in various stages of implementation. To Management’s knowledge, no funds that were awarded for the construction of new facilities or upgrades to existing facilities is authorized to be used to overbuild areas served by the Partnership’s existing cable facilities. To the extent funding is to be used for middle mile networks, Public Computer Centers, and Sustainable Broadband Adoption, or other authorized uses, any effects of the use of funding is unknown at this time and may be difficult if not impossible to attribute to Recovery Act funds. Attachments

~~National Broadband Plan: As required by~~ The ~~American~~Communications ~~Recovery and Reinvestment~~ Act ofrequires ~~2009~~most ~~(“Recovery~~utilities ~~Act”), in~~to ~~2010,~~provide ~~the~~cable ~~FCC~~systems ~~issued~~with ~~the~~access ~~“National Broadband Plan” (“Plan”). The Plan must seek~~ to ~~ensure~~poles ~~that~~and ~~all~~conduits ~~people~~and ofsimultaneously subjects the ~~United~~rates ~~States~~charged ~~have~~for this access to ~~broadband~~either ~~capability~~federal ~~and~~or ~~establish~~state ~~benchmarks~~regulation. The ~~for~~Act ~~meeting~~specifies that ~~goal.~~significantly ~~Plan~~higher ~~highlights are~~rates asapply ~~follows:~~if ~~100 million~~the ~~households~~cable toplant ~~have~~is ~~access~~providing totelecommunications ~~affordable 100-megabits-per-second~~ service;, ~~anchor~~as ~~institutions~~well inas ~~every~~traditional ~~American~~cable ~~community to have access to at least 1 gigabit-per-second broadband~~ service;. The ~~make~~FCC ~~500~~has ~~megahertz~~clarified ~~of spectrum~~that ~~newly~~a ~~available~~cable ~~for~~operator's ~~licensed~~favorable ~~and~~pole ~~unlicensed~~rates ~~use;~~are ~~move~~not ~~adoption~~endangered ~~rates~~by tothe ~~more~~provision ~~than~~of 90Internet ~~percent~~access, and ~~ensuring~~that ~~digital~~determination ~~literacy~~was ofupheld ~~every child~~ by the ~~time~~United heStates orSupreme ~~she~~Court. It ~~leaves~~remains ~~high~~possible ~~school;~~that ~~make Universal Service Fund support available for tomorrow’s digital infrastructure; promote competition across~~ the ~~broadband~~underlying ~~ecosystem~~pole byattachment ~~ensuring greater transparency~~formula, ~~removing~~or ~~barriers~~its application to ~~entry,~~Internet and ~~conducting~~telecommunications ~~market-based analysis with quality data on price~~offerings, ~~speed, and availability; and enhance safety through a nationwide, wireless, interoperable public safety network for first responders. Management cannot predict what, if any, requirements~~ will be ~~placed~~modified onin ~~our~~a ~~provision~~manner ofthat ~~broadband~~substantially ~~services~~increases ~~or our operation of broadband facilities or what impact~~ the ~~Plan will ultimately have on the~~ Partnership’s ~~business~~pole attachment costs.

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AsCable the Internet has matured, it has become the subject of increasing regulatory interest. Congress and federal regulators have adopted a wide range of measures directly or potentially affecting Internet use, including, for example, consumer privacy, copyright protections (which afford copyright owners certain rights against the Partnership that could adversely affect the Partnership’s relationship with a customer accused of violating copyright laws), defamation liability, taxation, obscenity, and unsolicited commercial e-mail. State and local governmental organizations have also adopted Internet-related regulations. These various governmental jurisdictions are also considering additional regulations in these and other areas, such as pricing, service and product quality, and intellectual property ownership. The adoption of new Internet regulations or the adaptation of existing laws to the Internet could adversely affect the Partnership’s business. Equipment

~~Table~~The FCC has undertaken several steps to promote competition in the delivery of ~~Contents~~cable equipment and compatibility with new digital technology. The FCC has expressly ruled that cable customers must be allowed to purchase set-top terminals from third parties and established a multi-year phase-in during which security functions (which would remain in the operator's exclusive control) would be unbundled from the basic converter functions, which could then be provided by third party vendors. The first phase of implementation has already passed. A prohibition on cable operators leasing digital set-top terminals that integrate security and basic navigation functions went into effect as of July 1, 2007. More recently, the FCC has relaxed the ban on integrated security in set-top-boxes. The FCC has issued an industry-wide waiver permitting cable operator use of particular top boxes that met its definition of a “low-cost, limited capability” device. Further, the FCC has established an expedited process to encourage other equipment manufacturers to obtain industry-wide waivers.

~~Phone~~The ~~Service~~FCC has adopted rules implementing an agreement between major cable operators and manufacturers of consumer electronics on “plug and play” specifications for one-way digital televisions. The rules require cable operators to provide “CableCard” security modules and support to customer owned digital televisions and similar devices equipped with built-in set-top terminal functionality. Cable operators must support basic home recording rights and copy protection rules for digital programming content. Multiple FCC proceedings are pending regarding CableCard and digital access to television content, including proceedings regarding Internet TV, “TV Everywhere” applications, multimedia Gateway devices, whether to establish standardized protocols for data and video content delivery, and copyright protection of video and Internet content. The outcome of any of the pending matters could have a substantial impact on the operations of the Partnership. It is unclear how these proceedings will affect the Partnership’s offering of services and the Partnership’s relationship with its customers.

The 1996 Telecom Act, which amended the Communications Act, created a more favorable regulatory environment for the Partnership to provide telecommunications services. In particular, it limited the regulatory role of local franchising authorities. Many implementation details remain unresolved, and there are substantial regulatory changes being considered that could impact, in both positive and negative ways, the Partnership’s primary telecommunications competitors and the Partnership’s own entry into the field of phone service. The FCC and state regulatory authorities are considering, for example, whether common carrier regulation traditionally applied to incumbent local exchange carriers should be modified. The FCC has concluded that alternative voice technologies, like certain types of VoIP, should be regulated only at the federal level, rather than by individual states. While the FCC’s decision appears to be a positive development for VoIP offerings, it is unclear whether and how the FCC will apply certain types of common carrier regulations, such as intercarrier compensation obligations to alternative voice technology. The FCC has already determined that providers of phone services using Internet Protocol technology must comply with some of the traditional phone service requirements, such as providing traditional 911 emergency service obligations (“E911”), making Universal Service Fund contributions obligations, and it has extended requirements for accommodating law enforcement wiretaps to such providers. The FCC decision regarding 911 emergency services implementation caused the Partnership to slow its implementation of VoIP services to its various systems. The Partnership is not certificated as competitive local exchange carriers in any of the states in which it operates. Rather, the Partnership provides VoIP services that are not generally subject to regulation by state or local jurisdictions. Also, the FCC has preempted some state commission regulation of VoIP services, but has stated that its preemption does not extend to state consumer protection requirements. Some states continue to attempt to impose obligations on VoIP service providers, including state universal service fund payment obligations. It is unclear how these regulatory matters ultimately will be resolved and how they will further affect the Partnership’s expansion into phone service. Copyright

~~Pole~~Cable ~~Attachments~~systems are subject to federal copyright licensing covering carriage of television and radio broadcast signals. The possible modification or elimination of this compulsory copyright license is the subject of continuing legislative and regulatory review and industry negotiation and could adversely affect the Partnership’s ability to obtain desired broadcast programming. Copyright clearances for non-broadcast programming services are arranged through private negotiations. Cable operators also must obtain music rights for locally originated programming and advertising from the major music performing rights organizations. These licensing fees have been the source of litigation in the past, and the Partnership cannot predict with certainty whether license fee disputes may arise in the future.

~~The~~Digital ~~Communications~~Millennium ~~Act~~Copyright ~~requires most utilities to provide cable systems with access to poles and conduits and simultaneously subjects the rates charged for this access to either federal or state regulation. The~~ Act ~~specifies that significantly higher rates apply if the cable plant is providing telecommunications service, as well as traditional cable service.~~ The FCC has clarified that a cable operator’s favorable pole rates are not endangered by the provision of Internet access, and that determination was upheld by the United States Supreme Court. It remains possible that the underlying pole attachment formula, or its application to Internet and telecommunications offerings, will be modified in a manner that substantially increases the Partnership’s pole attachment costs.

~~Cable~~Management ~~Equipment~~regularly receives notices of claimed infringements by our Internet service users. The owners of copyrights and trademarks have been increasingly active to prevent use of the Internet to violate their rights. In many cases, their claims of infringement are based on the acts of customers of an Internet service provider. In some cases, copyright and trademark owners have sought to recover damages from the Internet service provider, as well as or instead of, the customer. The law relating to the potential liability of Internet service providers in these circumstances is unsettled. In 1996, Congress adopted the Digital Millennium Copyright Act, which is intended to grant ISPs protection against certain claims of copyright infringement resulting from the actions of customers, provided that the ISP complies with certain requirements. Congress has not adopted similar protections for trademark infringement claims.

~~The~~Franchise FCC has undertaken several steps to promote competition in the delivery of cable equipment and compatibility with new digital technology. The FCC has expressly ruled that cable customers must be allowed to purchase set-top terminals from third parties and established a multi-year phase-in during which security functions (which would remain in the operator’s exclusive control) would be unbundled from the basic converter functions, which could then be provided by third party vendors. The first phase of implementation has already passed. A prohibition on cable operators leasing digital set-top terminals that integrate security and basic navigation functions went into effect as of July 1, 2007. More recently, the FCC has relaxed the ban on integrated security in set-top-boxes. The FCC has issued an industry-wide waiver permitting cable operator use of particular top boxes that met its definition of a “low-cost, limited capability” device. Further, the FCC has established an expedited process to encourage other equipment manufacturers to obtain industry-wide waivers. Matters

~~The~~Cable ~~FCC~~systems ~~has~~generally ~~adopted~~are ~~rules~~operated ~~implementing~~pursuant anto ~~agreement between~~nonexclusive ~~major~~franchises ~~cable~~granted ~~operators~~by ~~and~~a ~~manufacturers~~municipality ofor ~~consumer~~other ~~electronics~~state onor ~~“plug~~local ~~and~~government ~~play”~~entity ~~specifications~~in exchange for ~~one-way~~the ~~digital~~right ~~televisions. The rules require cable operators~~ to ~~provide~~cross ~~“CableCard”~~public ~~security modules and support to customer owned digital televisions and similar devices equipped with built~~rights-~~in set~~of-~~top terminal functionality~~way. Cable ~~operators~~franchises ~~must~~generally ~~support~~are ~~basic~~granted ~~home recording rights and copy protection rules~~ for ~~digital~~fixed ~~programming~~terms ~~content. Multiple FCC proceedings are pending regarding CableCard~~ and ~~digital~~in ~~access~~many tocases ~~television~~include ~~content,~~penalties ~~including proceedings regarding Internet TV, “TV Everywhere” applications, multimedia Gateway devices, whether to establish standardized protocols~~ for ~~data~~noncompliance ~~and~~including ~~video content delivery, and copyright protection of video and Internet content. The outcome of any of the pending matters could have~~ a ~~substantial~~right ~~impact on the operations~~ of ~~the~~termination ~~Partnership.~~for Itmaterial ~~is unclear how these proceedings will affect the Partnership’s offering of services and the Partnership’s relationship with its customers~~violations.

~~Table~~The specific terms and conditions of ~~Contents~~cable franchises vary materially between jurisdictions. Each franchise generally contains provisions governing cable operations, franchise fees, system construction, maintenance, technical performance, and customer service standards. A number of states subject cable systems to the jurisdiction of centralized state government agencies, such as public utility commissions. Although local franchising authorities have considerable discretion in establishing franchise terms, there are certain federal protections. For example, federal law caps local franchise fees and includes renewal procedures designed to protect incumbent franchisees from arbitrary denials of renewal. Even if a franchise is renewed, however, the local franchising authority may seek to impose new and more onerous requirements as a condition of renewal. Similarly, if a local franchising authority's consent is required for the purchase or sale of a cable system, the local franchising authority may attempt to impose more burdensome requirements as a condition for providing its consent.

Table Of Contents

~~Copyright~~Privacy and Data Security

The Cable ~~systems~~Act ~~are~~imposes ~~subject~~a tonumber ~~federal~~of ~~copyright~~restrictions ~~licensing~~on ~~covering~~the ~~carriage~~manner ofin ~~television~~which cable operators can collect, disclose and ~~radio~~retain ~~broadcast~~data ~~signals~~about individual system customers and requires cable operators to take such actions as necessary to prevent unauthorized access to such information. The ~~possible~~statute ~~modification~~also orrequires ~~elimination~~that ofthe ~~this~~system ~~compulsory~~operator ~~copyright~~periodically ~~license~~provide is all customers with written information about its policies including the ~~subject~~types of ~~continuing~~information ~~legislative~~collected; ~~and~~the ~~regulatory~~use ~~review~~of ~~and~~such ~~industry~~information; ~~negotiation~~the nature, frequency and ~~could~~purpose ~~adversely~~of ~~affect~~any disclosures; the ~~Partnership’s~~period ~~ability~~of toretention; ~~obtain~~the ~~desired~~times ~~broadcast~~and ~~programming.~~places ~~Copyright~~where ~~clearances~~a ~~for~~customer ~~non-broadcast~~may ~~programming~~have ~~services~~access ~~are arranged~~to ~~through~~such ~~private~~information; ~~negotiations.~~ the limitations placed on the cable operator by the Cable ~~operators~~Act; ~~also~~and ~~must~~a ~~obtain~~customer’s ~~music~~enforcement rights. ~~for~~In ~~locally~~the ~~originated~~event ~~programming~~that ~~and~~a ~~advertising~~cable ~~from~~operator is found to have violated the ~~major~~customer ~~music~~privacy ~~performing~~provisions ~~rights~~of ~~organizations. These~~the ~~licensing~~Cable Act, it could be required to pay damages, attorneys’ fees and other costs. Certain of these Cable Act requirements have been ~~the~~modified. ~~source~~These ~~of litigation~~modifications inimpact the ~~past,~~circumstances and the manner in which the Partnership ~~cannot~~discloses ~~predict~~certain ~~with~~customer ~~certainty~~information ~~whether~~and ~~license~~future ~~fee~~federal ~~disputes~~legislation may ~~arise~~further impact its obligations. Also, the states in which the ~~future~~Partnership operates have also enacted customer privacy statutes. These state provisions are in some cases more restrictive than those in federal law.

~~Digital Millennium~~Other ~~Copyright~~Communications Act Provisions and FCC Regulatory Matters

~~Management~~In ~~regularly~~addition ~~receives~~to ~~notices~~the ofCommunications ~~claimed~~Act ~~infringements~~provisions byand ~~our~~FCC ~~Internet~~regulations ~~service~~noted ~~users. The~~above, ~~owners~~there ofare ~~copyrights~~other statutory provisions and ~~trademarks~~FCC ~~have~~regulations ~~been~~affecting ~~increasingly~~the ~~active~~Partnership’s tobusiness. The ~~prevent~~Communications ~~use~~Act ofand the ~~Internet~~FCC toregulate, ~~violate~~for ~~their~~example, ~~rights.~~and Inamong ~~many~~other ~~cases~~things, ~~their~~(1) ~~claims~~cable-specific ofprivacy ~~infringement~~obligations; ~~are~~(2) ~~based~~equal onemployment ~~the~~opportunity ~~acts~~obligations; of(3) ~~customers~~customer ofservice anstandards; ~~Internet~~(4) technical service ~~provider.~~standards; In(5) ~~some cases~~mandatory blackouts of certain network, ~~copyright~~syndicated and ~~trademark~~sports ~~owners~~programming; ~~have~~(6) ~~sought~~restrictions toon ~~recover~~political ~~damages~~advertising; ~~from~~(7) ~~the~~restrictions ~~Internet~~on ~~service~~advertising ~~provider,~~in aschildren's ~~well~~programming; as(8) orrestrictions ~~instead~~on origination cablecasting; (9) restrictions on carriage of, ~~the~~lottery ~~customer.~~programming; ~~The~~(10) ~~law~~sponsorship ~~relating~~identification toobligations; ~~the~~(11) ~~potential~~closed ~~liability~~captioning of ~~Internet~~video ~~service~~programming; ~~providers~~(12) inlicensing ~~these~~of ~~circumstances~~systems ~~is unsettled.~~and Infacilities; ~~1996,~~(13) ~~Congress~~maintenance ~~adopted~~of ~~the~~public ~~Digital~~files; ~~Millennium~~and ~~Copyright~~(14) ~~Act,~~emergency ~~which~~alert systems. It is ~~intended~~possible tothat ~~grant~~Congress ~~ISPs~~or ~~protection~~the ~~against~~FCC ~~certain~~will ~~claims~~expand ofor ~~copyright~~modify ~~infringement~~its ~~resulting~~regulation ~~from~~of ~~the~~cable ~~actions~~systems ofin ~~customers~~the future, ~~provided~~and ~~that~~ the ~~ISP~~Managing ~~complies~~General ~~with certain~~Partner ~~requirements.~~cannot ~~Congress~~predict ~~has~~at ~~not~~this ~~adopted~~time ~~similar~~how ~~protections~~that ~~for~~might ~~trademark~~impact ~~infringement~~the ~~claims~~Partnership’s business.

~~Franchise~~ITEM ~~Matters~~ 1A. RISK FACTORS

~~Cable~~The ~~systems~~Partnership’s ~~generally~~business ~~are~~is ~~operated~~subject ~~pursuant~~ to ~~nonexclusive~~extensive ~~franchises~~governmental ~~granted~~legislation ~~by a municipality or other state or local government entity in exchange for the right to cross public rights-of-way. Cable franchises generally are granted for fixed terms~~ and inregulation, ~~many~~which ~~cases~~could ~~include~~adversely ~~penalties~~affect ~~for~~its ~~noncompliance including a right of termination for material violations~~business.

~~The~~Regulation ~~specific terms and conditions~~ of the cable ~~franchises~~industry ~~vary~~has ~~materially~~increased ~~between jurisdictions. Each franchise generally contains provisions governing~~ cable ~~operations,~~operators’ ~~franchise~~administrative ~~fees,~~and ~~system~~operational ~~construction,~~expenses ~~maintenance, technical performance,~~ and ~~customer~~limited ~~service~~their ~~standards~~revenues. A ~~number~~Cable ofoperators ~~states~~are subject ~~cable systems~~ to ~~the jurisdiction of centralized state government agencies~~, ~~such~~among asother public utility commissions. Although local franchising authorities have considerable discretion in establishing franchise terms, there are certain federal protections. For example, federal law caps local franchise fees and includes renewal procedures designed to protect incumbent franchisees from arbitrary denials of renewal. Even if a franchise is renewed, however, the local franchising authority may seek to impose new and more onerous requirements as a condition of renewal. Similarly, if a local franchising authority’s consent is required for the purchase or sale of a cable system, the local franchising authority may attempt to impose more burdensome requirements as a condition for providing its consent. things:

~~Privacy~~● rules governing the provision of cable equipment and ~~Data~~compatibility ~~Security~~with new digital technologies;

~~The~~● ~~Cable~~rules ~~Act imposes a number of restrictions on the manner in which cable operators can collect, disclose~~ and ~~retain~~regulations ~~data~~relating ~~about individual system customers and requires cable operators~~ to ~~take~~subscriber such actions as necessary to prevent unauthorized access to such information. The statute also requires that the system operator periodically provide all customers with written information about its policies including the types of information collected; the use of such information; the nature, frequency and purpose of any disclosures; the period of retention; the times and places where a customer may have access to such information; the limitations placed on the cable operator by the Cable Act; and a customer’s enforcement rights. In the event that a cable operator is found to have violated the customer privacy provisions of the Cable Act, it could be required to pay damages, attorneys’ fees and other costs. Certain of these Cable Act requirements have been modified. These modifications impact the circumstances and the manner in which the Partnership discloses certain customer information and future federal legislation may further impact its obligations. Also, the states in which the Partnership operates have also enacted customer privacy statutes. These state provisions are in some cases more restrictive than those in federal law. ;

~~Table~~● oflimited ~~Contents~~rate regulation;

~~Other~~● ~~Communications~~requirements ~~Act~~governing ~~Provisions~~when a cable system must carry a particular broadcast station and ~~FCC~~when ~~Regulatory~~it ~~Matters~~must obtain consent to carry a broadcast station;

In● ~~addition~~rules to the Communications Act provisions and FCC regulations noted above, there are other statutory provisions and FCC regulations affecting the Partnership’s business. The Communications Act and the FCC regulate, for ~~example,~~franchise ~~and~~renewals among other things, (1) cable-specific privacy obligations; (2) equal employment opportunity obligations; (3) customer service standards; (4) technical service standards; (5) mandatory blackouts of certain network, syndicated and ~~sports programming~~transfers; (6) restrictions on political advertising; (7) restrictions on advertising in children’s programming; (8) restrictions on origination cablecasting; (9) restrictions on carriage of lottery programming; (10) sponsorship identification obligations; (11) closed captioning of video programming; (12) licensing of systems and facilities; (13) maintenance of public files; and (14) emergency alert systems. It is possible that Congress or the FCC will expand or modify its regulation of cable systems in the future, and the Managing General Partner cannot predict at this time how that might impact the Partnership’s business.

~~ITEM 1A.~~● ~~RISK~~other ~~FACTORS~~ requirements covering a variety of operational areas such as equal employment opportunity, technical standards and customer service requirements.

~~The~~Additionally, ~~Partnership’s~~many ~~business~~aspects isof these regulations are currently the subject of judicial, administrative and legislative proceedings. There are ongoing efforts to ~~extensive~~amend ~~governmental~~or ~~legislation~~expand the federal, state and local regulation of the Partnership’s cable systems, which ~~could~~may ~~adversely~~compound ~~affect~~the ~~its business~~regulatory risks already faced.

~~Regulation~~The ofPartnership’s ~~the~~ cable ~~industry~~systems ~~has~~are ~~increased~~operated ~~cable~~under ~~operators’~~franchises ~~administrative~~that ~~and~~are ~~operational~~subject ~~expenses and~~to ~~limited~~non-renewal ~~their~~or ~~revenues~~termination. ~~Cable~~The ~~operators~~failure ~~are~~to ~~subject~~renew ~~to,~~a ~~among~~franchise ~~other~~in ~~things:~~one or more key markets could adversely affect the Partnership’s business.

•The ~~rules~~Partnership’s ~~governing~~cable systems generally operate pursuant to franchises, permits and similar authorizations issued by a state or local governmental authority controlling the ~~provision~~public rights-of-way. ~~cable~~Many ~~equipment~~franchises establish comprehensive facilities and ~~compatibility~~service requirements, as well as specific customer service standards and monetary penalties for non-compliance. In many cases, franchises are terminable if the franchisee fails to comply with ~~new~~significant ~~digital~~provisions ~~technologies;~~set forth in the franchise agreement governing system operations. Franchises are generally granted for fixed terms and must be periodically renewed. Local franchising authorities may resist granting a renewal if either past performance or the prospective operating proposal is considered inadequate. Franchise authorities often demand concessions or other commitments as a condition to renewal. In some instances, franchises have not been renewed at expiration, and the Partnership has operated under temporary operating agreements while negotiating renewal terms with the local franchising authorities. In some states in which the Partnership operates, such extensions are obtained from the respective state agency.

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•The ~~rules~~Partnership ~~and~~may ~~regulations~~not ~~relating~~be able to ~~subscriber~~comply ~~privacy;~~with all significant provisions of the Partnership’s franchise agreements. Additionally, although historically the Partnership has renewed its franchises without incurring significant costs, there can be no assurances that the Partnership will be able to renew, or to renew as favorably, its franchises in the future. A termination of or a sustained failure to renew a franchise in one or more key markets could adversely affect the Partnership’s business in the affected geographic area.

•The ~~limited~~Partnership’s ~~rate~~cable ~~regulation;~~systems are operated under franchises that are non-exclusive. Accordingly, local franchising authorities can grant additional franchises and create competition in market areas where none existed previously, resulting in overbuilds, which could adversely affect results of operations.

•The ~~requirements~~Partnership’s ~~governing~~cable ~~when~~systems aare operated under non-exclusive franchises granted by local franchising authorities. Consequently, local franchising authorities can grant additional franchises to competitors in the same geographic area or operate their own cable ~~system~~systems. ~~must~~In ~~carry~~addition, acertain ~~particular~~telephone ~~broadcast~~companies ~~station~~are seeking and ~~when~~in itsome ~~must~~instances ~~obtain~~have ~~consent~~already obtained authority to ~~carry~~operate in local communities. As a ~~broadcast~~result, ~~station;~~competing operators may build systems in areas in which the Partnership holds franchises. In some cases municipal utilities may legally compete with the Partnership without obtaining a franchise from the local franchising authority.

•Different ~~rules~~legislative proposals recently have been introduced in the United States Congress and in some state legislatures that would greatly streamline cable franchising and transform the established regulatory framework for incumbent cable systems and potential competitors. This legislation is intended to facilitate entry by new competitors, particularly local telephone companies. Such legislation has already passed in many states and legislation is pending in several more. Although currently enacted legislation and various legislative proposals provide some regulatory relief for incumbent cable operators, current legislation and pending proposals are generally viewed as being more favorable to new entrants due to a number of varying factors, including efforts to withhold streamlined cable franchising from incumbents until after the expiration of their existing franchises and the potential for new entrants to serve only the higher-income areas of a particular community. To the extent incumbent cable operators are not able to avail themselves of this streamlined process, such operators may continue to be subject to more onerous franchise ~~renewals~~requirements at the local level than new entrants. The FCC has initiated proceedings to determine whether local franchising authorities are impeding the deployment of competitive cable services through unreasonable franchising requirements and ~~transfers;~~whether such impediments should be preempted, and has passed general guidelines regarding cable franchise renewal standards. At this time, management is not able to determine what impact such proceeding may have on the Partnership.

•Further ~~other~~regulation ~~requirements~~of ~~covering~~the acable ~~variety~~industry ofcould ~~operational~~cause ~~areas~~the ~~such~~Partnership asto ~~equal~~delay ~~employment~~or ~~opportunity~~cancel service or programming enhancements or impair the Partnership’s ability to raise rates to cover its increasing costs, ~~technical~~resulting ~~standards~~in ~~and~~reductions ~~customer~~to ~~service~~net ~~requirements~~income.

~~Additionally~~Currently, ~~many~~rate ~~aspects~~regulation ofis ~~these~~strictly ~~regulations~~limited ~~are~~to ~~currently~~the basic service tier and associated equipment and installation activities in areas where the ~~subject~~local offranchising ~~judicial~~authority has asserted regulatory authority and where the cable operator lacks “effective competition.” However, ~~administrative~~the FCC and ~~legislative~~ ~~proceedings~~the U.S. ~~There~~Congress continue to be concerned that cable rate increases are ~~ongoing~~excessive. ~~efforts~~It tois ~~amend~~possible orthat ~~expand~~either the ~~federal,~~FCC ~~state~~or ~~and~~the ~~local~~U.S. ~~regulation~~Congress will again restrict the ability of cable system operators to implement rate increases. Should this occur, it would impede the Partnership’s ~~cable~~ability ~~systems,~~to ~~which~~raise ~~may~~its ~~compound~~rates. If the ~~regulatory~~Partnership ~~risks~~is ~~already~~unable ~~faced.~~to raise its rates in response to increasing costs, its income would decrease.

~~The~~There ~~Partnership’s~~has been considerable legislative and regulatory interest in requiring cable ~~systems~~operators ~~are~~to ~~operated~~offer ~~under~~historically ~~franchises~~bundled ~~that~~programming ~~are~~services ~~subject~~on an a la carte basis or to ~~non~~at least offer a separately available child-~~renewal~~friendly or‘‘Family ~~termination~~Tier.’’ ~~The~~It ~~failure~~is topossible ~~renew~~that anew ~~franchise in~~marketing ~~one~~restrictions orcould ~~more~~be ~~key~~adopted ~~markets~~in the future. Such restrictions could adversely affect the Partnership’s ~~business.~~operations by disrupting its preferred marketing practices.

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~~The~~Actions ~~Partnership’s cable systems generally operate pursuant to franchises, permits and similar authorizations issued~~ by apole ~~state~~owners ormight ~~local~~subject ~~governmental authority controlling~~ the ~~public~~Partnership rights-of-way. Many franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance. In many cases, franchises are terminable if the franchisee fails to ~~comply~~significantly ~~with~~increased ~~significant~~pole ~~provisions~~attachment ~~set forth in the franchise agreement governing system operations~~costs. Franchises are generally granted for fixed terms and must be periodically renewed. Local franchising authorities may resist granting a renewal if either past performance or the prospective operating proposal is considered inadequate. Franchise authorities often demand concessions or other commitments as a condition to renewal. In some instances, franchises have not been renewed at expiration, and the Partnership has operated under temporary operating agreements while negotiating renewal terms with the local franchising authorities. In some states in which the Partnership operates, such extensions are obtained from the respective state agency.

~~The~~Pole ~~Partnership~~attachments ~~may~~are ~~not~~cable bewires ~~able~~that are attached to ~~comply~~poles. ~~with~~Cable ~~all~~system ~~significant~~attachments ~~provisions~~to ofpublic utility poles historically have been regulated at the ~~Partnership’s~~federal ~~franchise~~or ~~agreements.~~state ~~Additionally~~level, ~~although~~generally ~~historically~~resulting in favorable pole attachment rates for attachments used to provide cable service. Despite the ~~Partnership~~existing ~~has~~regulatory ~~renewed~~regime, ~~its~~utility ~~franchises without~~pole ~~incurring~~owners ~~significant~~in many areas are attempting to raise pole attachment fees and impose additional costs, ~~there~~on ~~can~~cable beoperators noand ~~assurances~~others. ~~that~~In addition, the ~~Partnership~~favorable ~~will~~pole beattachment ~~able~~rates toafforded ~~renew,~~cable oroperators tounder ~~renew~~federal aslaw ~~favorably,~~can ~~its~~be ~~franchises~~increased inby utility companies if the ~~future.~~operator Aprovides ~~termination~~telecommunications ofservices, oras awell ~~sustained~~as ~~failure~~cable toservice, ~~renew~~over acable ~~franchise~~wires inattached ~~one~~to orutility ~~more~~poles. ~~key markets~~Any significant increased costs could ~~adversely~~have ~~affect~~a material adverse impact on the Partnership’s ~~business~~profitability inand discourage system upgrades and the ~~affected~~introduction ~~geographic~~of ~~area.~~new products and services.

The Partnership’s ~~cable~~may ~~systems are~~be ~~operated~~required ~~under~~to ~~franchises~~provide ~~that~~access ~~are~~to ~~non-exclusive.~~its ~~Accordingly,~~networks ~~local~~to ~~franchising~~other ~~authorities~~Internet ~~can~~service ~~grant~~providers, ~~additional~~which ~~franchises~~could ~~and~~significantly ~~create~~increase competition inand ~~market~~adversely ~~areas~~affect ~~where~~the ~~none~~Partnership’s ~~existed~~ability ~~previously,~~to ~~resulting~~provide innew ~~overbuilds,~~products ~~which~~and ~~could adversely affect results of operations~~services.

~~The~~A ~~Partnership~~number of companies, including independent Internet service providers, or ISPs, have requested local authorities and the FCC to require cable operators to provide nondiscriminatory access to cable’s broadband infrastructure, so that these companies may deliver Internet services directly to customers over cable ~~systems~~facilities. In a June 2005 ruling, commonly referred to as Brand X, the Supreme Court upheld an FCC decision (and overruled a conflicting Ninth Circuit opinion) making it less likely that any nondiscriminatory ‘‘open access’’ requirements (which are ~~operated~~generally ~~under~~associated ~~non-exclusive~~with ~~franchises~~common ~~granted~~ carrier regulation of ‘‘telecommunications services’’) would be imposed on the cable industry by local, ~~franchising~~state or federal authorities. ~~Consequently~~However, ~~local~~the ~~franchising~~nature ~~authorities~~of ~~can~~any ~~grant~~legislative ~~additional~~or ~~franchises~~regulatory toresponse ~~competitors~~remains uncertain in light of the ~~same~~FCC’s current ongoing proceedings regarding “network neutrality” regulations. It’s possible that “net neutrality” restrictions might be placed on broadband network owners that would, for example, place limitations on the Partnership’s ability to charge content providers whose services require a large amount of network capacity. The imposition of this or other such requirements could materially affect the Partnership’s business.

~~Table~~If the Partnership were required to allocate a portion of ~~Contents~~its bandwidth capacity to other Internet service providers, management believes that it would impair the Partnership’s ability to use its bandwidth in ways that would generate maximum revenues.

~~geographic~~Changes ~~area or operate their own cable systems. In addition, certain telephone companies are seeking and~~ in ~~some~~channel ~~instances~~carriage ~~have~~regulations ~~already~~could ~~obtained~~impose ~~authority~~significant toadditional ~~operate~~costs inon ~~local communities. As a result, competing operators may build systems in areas in which~~ the Partnership ~~holds franchises~~. ~~In some cases municipal utilities may legally compete with the Partnership without obtaining a franchise from the local franchising authority.~~

~~Different~~Cable ~~legislative~~operators ~~proposals~~also ~~recently~~face ~~have~~significant ~~been~~regulation ~~introduced~~of intheir ~~the~~channel ~~United~~carriage. ~~States~~They ~~Congress~~currently ~~and~~can inbe ~~some~~required ~~state~~to ~~legislatures that~~devote ~~would~~substantial ~~greatly~~capacity ~~streamline~~to ~~cable franchising and transform~~ the ~~established~~carriage ~~regulatory~~of ~~framework~~programming ~~for~~that ~~incumbent~~they ~~cable~~may ~~systems~~not ~~and~~carry ~~potential~~voluntarily, ~~competitors.~~including ~~This~~certain ~~legislation~~local isbroadcast ~~intended to facilitate entry by new competitors~~signals, ~~particularly~~ local ~~telephone~~ ~~companies.~~public, ~~Such~~educational ~~legislation has already passed in many states~~ and ~~legislation~~government isaccess ~~pending in several more. Although currently enacted legislation and various legislative proposals provide some regulatory relief for incumbent cable operators~~programming, ~~current legislation~~ and ~~pending~~unaffiliated ~~proposals~~commercial ~~are~~leased ~~generally~~access ~~viewed~~programming. asAdditional ~~being~~government-mandated ~~more~~broadcast ~~favorable~~carriage toof ~~new~~unwanted ~~entrants~~programming ~~due~~could todisrupt aexisting ~~number~~programming ~~of varying factors~~commitments, ~~including~~interfere ~~efforts~~with tothe ~~withhold~~Partnership’s ~~streamlined~~preferred ~~cable~~use ~~franchising from incumbents until after the expiration~~ of ~~their~~limited ~~existing~~channel ~~franchises~~capacity and limit the ~~potential~~Partnership’s ~~for~~ability ~~new entrants~~ to ~~serve~~offer ~~only~~services ~~the~~that ~~higher-income~~would ~~areas~~maximize ofcustomer aappeal ~~particular~~and ~~community~~revenue potential. ToCarriage ~~the~~burdens ~~extent~~have ~~incumbent cable operators are not able to avail themselves of this streamlined process~~increased, ~~such operators~~particularly ~~may~~where ~~continue~~cable tosystems becarry ~~subject~~both ~~to more onerous franchise requirements at~~ the ~~local~~analog ~~level~~and ~~than~~digital ~~new~~versions ~~entrants.~~of ~~The~~necessary ~~FCC has initiated proceedings to determine whether~~ local ~~franchising~~broadcast ~~authorities~~primary ~~are~~digital ~~impeding~~signals ~~the~~(dual ~~deployment~~carriage) ofand ~~competitive~~carry ~~cable services~~multiple ~~through~~program ~~unreasonable~~streams ~~franchising~~included ~~requirements~~within ~~and~~a ~~whether~~single ~~such~~digital ~~impediments~~broadcast ~~should~~transmission be(multicast ~~preempted,~~carriage). ~~and~~Broadcasters ~~has~~require ~~passed~~payment ~~general~~for ~~guidelines~~carriage ~~regarding~~of ~~cable~~certain ~~franchise~~local ~~renewal standards~~signals. AtThis ~~this~~carriage ~~time,~~and ~~management~~financial isburden ~~not~~could ~~able~~continue to ~~determine~~increase ~~what~~as ~~impact such~~broadcasters ~~proceeding~~demand ~~may~~increased ~~have~~retransmission onfees ~~the~~and ~~Partnership~~additional carriage.

~~Further~~Offering ~~regulation~~voice ofcommunications ~~the cable industry could cause the Partnership to delay or cancel~~ service ormay ~~programming~~subject ~~enhancements or impair~~ the Partnership’s ~~ability~~ to ~~raise~~additional ~~rates~~regulatory ~~to cover its increasing costs~~burdens, ~~resulting~~causing init ~~reductions~~ to ~~net~~incur ~~income.~~additional costs.

~~Currently,~~The ~~rate~~regulatory ~~regulation~~requirements isapplicable ~~strictly~~to ~~limited~~VoIP toservice are unclear, although the ~~basic~~FCC ~~service~~has ~~tier~~declared ~~and~~that ~~associated~~certain ~~equipment~~VoIP ~~and~~services ~~installation~~are ~~activities~~not insubject ~~areas~~to ~~where~~traditional state public utility regulation. The full extent of the ~~local~~FCC ~~franchising~~preemption ~~authority~~of ~~has~~VoIP ~~asserted~~services ~~regulatory authority~~is ~~and~~not ~~where~~yet resolved. Expanding the ~~cable~~Partnership’s ~~operator~~offering ~~lacks~~of ~~“effective~~these ~~competition.”~~services ~~However,~~may require the ~~FCC~~Partnership to obtain certain authorizations, including federal, state and ~~the~~local Ulicenses.S. ~~Congress~~The ~~continue~~Partnership tomay not be ~~concerned~~able ~~that~~to ~~cable~~obtain ~~rate~~such ~~increases~~authorizations, ~~are~~or ~~excessive.~~conditions Itcould isbe ~~possible~~imposed upon such licenses or authorizations that ~~either~~may ~~the~~not ~~FCC~~be orfavorable to the UPartnership.S. ~~Congress~~Furthermore, ~~will again~~telecommunications ~~restrict~~companies ~~the~~generally ~~ability~~are ofsubject ~~cable~~to ~~system~~significant ~~operators~~regulation, tosuch ~~implement~~as ~~rate~~participating ~~increases.~~in ~~Should~~the ~~this~~intercarrier ~~occur~~compensation regime, and it ~~would~~may ~~impede~~be difficult or costly for the Partnership to comply with such regulations were it to be determined that they applied to VoIP. The FCC has already determined that VoIP providers must comply with traditional 911 emergency service obligations (‘‘E911’s’), ~~ability~~has imposed a specific timeframe for VoIP providers to ~~raise~~accommodate ~~its~~law enforcement wiretaps, and is considering regulating VoIP in other ways. In addition, pole attachment rates are higher for providers of telecommunications services than for providers of cable service. If ~~the~~there ~~Partnership~~were isto ~~unable~~be a determination that VoIP services are subject to ~~raise~~these ~~its~~higher rates, inthe ~~response~~Partnership’s topole ~~increasing~~attachment costs could increase significantly, which could adversely affect its ~~income~~financial ~~would~~condition ~~decrease.~~and results of operations.

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~~There~~Because ~~has~~there ~~been~~is ~~considerable~~no ~~legislative~~public ~~and~~market ~~regulatory~~for ~~interest~~the inPartnership’s ~~requiring~~units ~~cable~~of ~~operators~~limited ~~to offer~~partnership ~~historically~~interest, ~~bundled~~limited ~~programming~~partners ~~services~~may onnot anbe aable ~~la carte basis or~~ to atsell ~~least~~their ~~offer a separately available child-friendly ‘‘Family Tier~~units.’’ ~~It is possible that new marketing restrictions could be adopted in the future. Such restrictions could adversely affect the Partnership’s operations by disrupting its preferred marketing practices.~~

~~Actions~~There ~~by pole~~is ~~owners~~no ~~might~~established ~~subject~~trading ~~the~~market ~~Partnership~~for tothe ~~significantly~~units ~~increased~~of ~~pole~~limited ~~attachment~~partnership ~~costs~~interest. There can be no assurance as to:

~~Pole~~● ~~attachments are cable wires that are attached to poles. Cable system attachments to public utility poles historically have been regulated at~~ the ~~federal~~liquidity or state level, generally resulting in favorable pole attachment rates for attachments used to provide cable service. Despite the existing regulatory regime, utility pole owners in many areas are attempting to raise pole attachment fees and impose additional costs on cable operators and others. In addition, the favorable pole attachment rates afforded cable operators under federal law can be increased by utility companies if the operator provides telecommunications services, as well as cable service, over cable wires attached to utility poles. Any significant increased costs could have a material adverse impact on the Partnership’s profitability and discourage system upgrades and the introduction of ~~new~~any ~~products~~trading ~~and~~market ~~services.~~that may develop;

~~The~~● ~~Partnership may be required to provide access to its networks to other Internet service providers, which could significantly increase competition and adversely affect~~ the ~~Partnership’s~~ ability toof ~~provide~~holders ~~new~~to ~~products~~sell ~~and~~their ~~services.~~units; or

A● ~~number of companies, including independent Internet service providers, or ISPs, have requested local authorities and~~ the ~~FCC~~price toat ~~require~~which cable operators to provide nondiscriminatory access to cable’s broadband infrastructure, so that these companies may deliver Internet services directly to customers over cable facilities. In a June 2005 ruling, commonly referred to as Brand X, the ~~Supreme~~holders Court upheld an FCC decision (and overruled a conflicting Ninth Circuit opinion) making it less likely that any nondiscriminatory ‘‘open access’’ requirements (which are generally associated with common carrier regulation of ‘‘telecommunications services’’) would be ~~imposed~~able on the cable industry by local, state or federal authorities. However, the nature of any legislative or regulatory response remains uncertain in light of the FCC’s current ongoing proceedings regarding “network neutrality” regulations. It’s possible that “net neutrality” restrictions might be placed on broadband network owners that would, for example, place limitations on the Partnership’s ability to ~~charge~~sell ~~content~~their ~~providers whose services require a large amount of network capacity~~units. ~~The imposition of this or other such requirements could materially affect the Partnership’s business.~~

~~Table~~Northland Communications Corporation, the general partner, is responsible for conducting the Partnership’s business and managing its operations. Affiliates of ~~Contents~~the general partner may have conflicts of interest and limited fiduciary duties, which may permit the general partner to favor its own interests to the Partnership’s detriment.

IfConflicts ~~the~~of ~~Partnership~~interest ~~were~~may ~~required~~arise tobetween ~~allocate~~management aof ~~portion~~Northland ofCommunications ~~its~~Corporation, ~~bandwidth~~the ~~capacity~~general topartner ~~other Internet~~and ~~service~~its ~~providers~~affiliates, ~~management~~and ~~believes~~the ~~that~~limited partners. As a result of these conflicts, it ~~would~~is ~~impair~~possible that the ~~Partnership’s~~general ~~ability~~partner tomay ~~use~~favor its ~~bandwidth~~own ininterests ~~ways~~and ~~that~~the ~~would~~interests ~~generate~~of ~~maximum~~its ~~revenues~~affiliates over the interests of the Partnership’s limited partners.

~~Changes~~The inlimited ~~channel~~partners ~~carriage~~have ~~regulations~~limited ~~could~~voting ~~impose~~rights ~~significant~~and ~~additional~~limited ~~costs~~ability onto influence the Partnership’s operations and activities.

~~Cable~~The ~~operators~~limited ~~also~~partners ~~face~~have ~~significant~~only ~~regulation~~limited ofvoting ~~their~~rights ~~channel~~on ~~carriage.~~matters ~~They~~affecting ~~currently can be required to devote substantial capacity to~~ the ~~carriage~~Partnership’s ofoperations ~~programming that they may not carry voluntarily, including certain local broadcast signals, local public, educational~~ and ~~government~~activities ~~access programming~~and, ~~and unaffiliated commercial leased access programming. Additional government-mandated broadcast carriage of unwanted programming could disrupt existing programming commitments~~therefore, ~~interfere~~limited ~~with~~ability ~~the~~to ~~Partnership’~~influence management's ~~preferred~~decisions ~~use~~regarding ~~of limited channel capacity and limit~~ the Partnership’s ~~ability to offer services that would maximize customer appeal and revenue potential~~business. ~~Carriage~~ ~~burdens~~Limited ~~have~~partners' ~~increased,~~voting ~~particularly~~rights ~~where~~are ~~cable~~further ~~systems~~restricted ~~carry~~by ~~both~~ the ~~analog~~partnership ~~and~~agreement ~~digital~~provisions ~~versions~~providing oflimited ~~necessary~~ability ~~local~~of ~~broadcast~~limited ~~primary~~partners ~~digital~~to ~~signals~~call ~~(dual~~meetings ~~carriage)~~or ~~and~~to ~~carry~~acquire ~~multiple~~information ~~program~~about ~~streams~~operations, ~~included~~as ~~within~~well aas ~~single~~other ~~digital broadcast~~provisions ~~transmission~~limiting ~~(multicast~~the ~~carriage).~~limited ~~Broadcasters~~partners' ~~require~~ability ~~payment for carriage of certain local signals. This carriage and financial burden could continue~~ to ~~increase~~influence asthe ~~broadcasters~~manner ~~demand~~or ~~increased~~direction ~~retransmission~~of ~~fees and additional carriage~~management.

~~Offering~~Furthermore, ~~voice~~the ~~communications~~limited ~~service~~partners ~~may~~did ~~subject~~not elect the ~~Partnership~~general topartner ~~additional~~or ~~regulatory~~the ~~burdens,~~board ~~causing~~of itdirectors toof ~~incur additional~~the ~~costs~~general partner and there is no process by which the limited partners elect the general partner or the board of directors of the general partner on an annual or other continuing basis. The trading price at which limited partnership units trade may be adversely affected by these circumstances.

The ~~regulatory~~control ~~requirements applicable to VoIP service are unclear, although the FCC has declared that certain VoIP services are not subject to traditional state public utility regulation. The full extent~~ of the ~~FCC~~general ~~preemption~~partner ~~of VoIP services is not yet resolved. Expanding the Partnership’s offering of these services~~ may ~~require the Partnership to obtain certain authorizations, including federal, state and local licenses. The Partnership may not~~ be ~~able~~transferred to obtain such authorizations, or conditions could be imposed upon such licenses or authorizations that may not be favorable to the Partnership. Furthermore, telecommunications companies generally are subject to significant regulation, such as participating in the intercarrier compensation regime, and it may be difficult or costly for the Partnership to comply with such regulations were it to be determined that they applied to VoIP. The FCC has already determined that VoIP providers must comply with traditional 911 emergency service obligations (‘‘E911’’), has imposed a ~~specific~~third ~~timeframe~~party ~~for VoIP~~without ~~providers~~limited topartner ~~accommodate law enforcement wiretaps, and is considering regulating VoIP in other ways~~consent. In addition, pole attachment rates are higher for providers of telecommunications services than for providers of cable service. If there were to be a determination that VoIP services are subject to these higher rates, the Partnership’s pole attachment costs could increase significantly, which could adversely affect its financial condition and results of operations.

~~Because~~The ~~there~~general ispartner nomay ~~public~~transfer ~~market~~its ~~for~~general ~~the~~partner ~~Partnership’s~~interest ~~units~~to a third party in a merger or in a sale of ~~limited~~all ~~partnership~~or ~~interest,~~substantially all of its assets without the consent of the limited partners. ~~may~~Furthermore, the partnership agreement does not restrict the ability of the shareholders of the general partner from transferring their respective interests in the general partner to a third party. The new controlling parties of the general partner would then be ~~able~~in a position to ~~sell~~replace the board of directors of the general partner with their ~~units~~ own choices and to control the decisions taken by the board of directors.

~~There~~The isPartnership nodoes ~~established~~not ~~trading~~have ~~market~~its ~~for~~own ~~the~~officers ~~units~~and ofhas a limited ~~partnership~~number ~~interest~~of management employees. ~~There~~The ~~can~~Partnership berelies nosolely ~~assurance as~~on the officers and management employees of the general partner and its affiliates to: manage the Partnership’s business and affairs.

•The Partnership does not have its own officers and has a limited number of management employees. The Partnership relies solely on the ~~liquidity~~officers and management employees of ~~any~~the ~~trading~~general ~~market~~partner ~~that~~and ~~may~~its ~~develop;~~affiliates to manage the Partnership’s business and affairs. If the general partner were to stop managing the assets of the Partnership, it could be difficult for the Partnership to hire and train the personnel necessary to run the operations of the Partnership.

•ITEM ~~the~~1B. ~~ability~~UNRESOLVED ofSTAFF ~~holders~~COMMENTS ~~to sell their units; or~~

~~• the price at which the holders would be able to sell their units~~None.

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~~Northland~~ITEM ~~Communications Corporation, the general partner, is responsible for conducting the Partnership’s business and managing its operations~~2. ~~Affiliates~~PROPERTIES ~~of the general partner may have conflicts of interest and limited fiduciary duties, which may permit the general partner to favor its own interests to the Partnership’s detriment.~~

~~Conflicts~~The ofPartnership's ~~interest~~cable ~~may~~systems ~~arise~~are ~~between~~located ~~management~~in ofand ~~Northland~~around ~~Communications~~Aliceville, ~~Corporation~~Alabama and Swainsboro, Georgia. The principal physical properties of the ~~general~~Systems ~~partner~~consist of system components (including antennas, coaxial cable, electronic amplification and ~~its~~distribution ~~affiliates~~equipment, and ~~the~~customer ~~limited~~premises ~~partners~~equipment), motor vehicles, miscellaneous hardware, spare parts and real property, including office buildings and headend sites and buildings. AsThe aPartnership's ~~result~~cable plant passed approximately 11,480 homes as of ~~these~~December ~~conflicts~~31, it2014. isManagement ~~possible~~ believes that the ~~general~~Partnership's ~~partner~~plant ~~may~~passes ~~favor~~all ~~its~~areas ~~own~~which ~~interests~~are ~~and~~currently economically feasible to service. Future line extensions depend upon the ~~interests~~density of ~~its~~homes ~~affiliates~~in ~~over~~the area as well as available capital resources for the ~~interests~~construction of ~~the~~new ~~Partnership’s~~plant. ~~limited~~(See ~~partners~~Part II. Item 7. Liquidity and Capital Resources.)

~~Table~~ITEM of3. ~~Contents~~LEGAL PROCEEDINGS

~~The~~In ~~limited~~September ~~partnerss~~2014, ~~have~~the ~~limited~~Partnership ~~voting~~settled ~~rights~~a legal claim made by a former employee. Under the terms of the settlement, the Partnership will pay $150,000 in damages, fees and ~~limited~~costs. ~~ability~~Pursuant to ~~influence~~the settlement agreement, the Partnership’s ~~operations~~entered into a security agreement to grant a security interest in all of the assets of the Partnership to secure the obligations. In addition, the Partnership incurred approximately $216,848 in legal fees associated with the defense of this claim, of which approximately $177,057 and ~~activities~~$39,791 was incurred for the years ended December 31, 2014 and 2013, respectively. The Partnership has recorded both the settlement and the associated legal fees as general and administrative expenses in the accompanying financial statements.

The ~~limited~~Partnership ~~partners~~may ~~have~~be ~~only~~party ~~limited~~to ~~voting~~other ~~rights~~ordinary ~~on matters affecting the Partnership’s operations~~ and ~~activities~~routine ~~and,~~litigation ~~therefore,~~proceedings ~~limited~~that ~~ability~~are incidental to ~~influence management’s decisions regarding~~ the Partnership’s business. ~~Limited~~Management ~~partners’~~believes ~~voting~~that ~~rights are further restricted by~~ the ~~partnership~~ ~~agreement~~outcome ~~provisions providing limited ability~~ of ~~limited~~such ~~partners~~legal toproceedings ~~call~~will ~~meetings~~not, individually or toin ~~acquire~~the ~~information about operations~~aggregate, ashave ~~well~~a asmaterial ~~other~~adverse ~~provisions~~effect ~~limiting~~on the ~~limited~~Partnership, ~~partners’~~its ~~ability~~financial toconditions, ~~influence~~prospects ~~the manner~~ or ~~direction of~~debt ~~management~~service abilities.

~~Furthermore,~~ITEM the limited partners did not elect the general partner or the board of directors of the general partner and there is no process by which the limited partners elect the general partner or the board of directors of the general partner on an annual or other continuing basis4. ~~The~~MINE ~~trading~~SAFETY ~~price~~DISCLOSURES ~~at which limited partnership units trade may be adversely affected by these circumstances.~~

~~The~~ Not ~~control of the general partner may be transferred to a third party without limited partner consent~~applicable.

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~~The~~PART general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the limited partners. Furthermore, the partnership agreement does not restrict the ability of the shareholders of the general partner from transferring their respective interests in the general partner to a third party. The new controlling parties of the general partner would then be in a position to replace the board of directors of the general partner with their own choices and to control the decisions taken by the board of directors. II

~~The Partnership does not have its own officers and has a limited number of management employees~~ITEM5. ~~The~~MARKET ~~Partnership~~FOR ~~relies solely~~REGISTRANT'S onCOMMON ~~the~~EQUITY, ~~officers~~RELATED ~~and~~STOCKHOLDER ~~management~~MATTERS ~~employees~~AND ofISSUER ~~the~~PURCHASES ~~general~~OF ~~partner~~EQUITY ~~and its affiliates to manage the Partnership’s business and affairs.~~ SECURITIES

~~The Partnership does not have its own officers and has~~ (a) ~~limited~~There ~~number~~is ofno ~~management~~established ~~employees.~~public ~~The~~trading ~~Partnership~~market ~~relies~~for ~~solely on~~ the ~~officers and management employees of the general partner and its affiliates to manage the~~ Partnership’'s ~~business~~units ~~and affairs. If the general partner were to stop managing the assets~~ of ~~the~~limited ~~Partnership,~~partnership ~~it could be difficult for the Partnership to hire and train the personnel necessary to run the operations of the Partnership~~interest.

~~ITEM 1B.~~(b) ~~UNRESOLVED~~The ~~STAFF~~approximate ~~COMMENTS~~number of equity holders as of December 31, 2014, is as follows:

None.

Limited Partners:	852
General Partners:	1

~~ITEM 2.~~(c) ~~PROPERTIES~~During 2014, 2013 and 2012 the Partnership made no cash distributions to the limited partners.

~~The~~ITEM ~~Partnership’s cable systems are located in and around Aliceville, Alabama and Swainsboro, Georgia~~6. ~~The~~SELECTED ~~principal~~FINANCIAL ~~physical~~DATA properties of the Systems consist of system components (including antennas, coaxial cable, electronic amplification and distribution equipment, and customer premises equipment), motor vehicles, miscellaneous hardware, spare parts and real property, including office buildings and headend sites and buildings. The Partnership’s cable plant passed approximately 11,960 homes as of December 31, 2013. Management believes that the Partnership’s plant passes all areas which are currently economically feasible to service. Future line extensions depend upon the density of homes in the area as well as available capital resources for the construction of new plant. (See Part II. Item 7. Liquidity and Capital Resources.)

~~ITEM 3~~The data set forth below should be read in conjunction with Item 7. ~~LEGAL~~“Management’s ~~PROCEEDINGS~~Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements included in Item 8. “Financial Statements and Supplementary Data.”

On July 5, 2007, Northland Cable Properties Eight Limited Partnership (the “Partnership”) executed a purchase and sale agreement (the “Agreement”) to sell the operating assets and franchise rights of its remaining cable systems serving the communities of Aliceville, Alabama and Swainsboro, Georgia to Green River Media and Communications, LLC (“Green River”), an unaffiliated third party. The transaction was expected to close by the end of March 2008. To secure their performance under the Agreement, Green River deposited $75,000 into escrow (the “Escrow Deposit”), which such amount intended to be credited to the purchase price at closing. Closing of this transaction would have resulted in the liquidation of the Partnership.

	2014			2013		2012		2011			2010
SUMMARY OF OPERATIONS:
Revenue	$	4,380,380		$	4,487,627	$	4,218,611	$	4,127,680		$	3,981,705

Operating (loss) income		(2,252,937	)		224,760		292,236		(529,578	)		461,508


Net (loss) income		(2,252,825	)		215,607		263,450		(501,530	)		408,302

Net income (loss) per limited partnership unit	$	(117	)	$	11	$	14	$	(26	)	$	21

On March 31, 2008, the Partnership notified Green River of its termination the Agreement. Green River disputed the right of the Partnership to terminate the Agreement. The parties reached a final settlement in the first quarter of 2011. As a result of the settlement, the Partnership received proceeds and accrued interest of $65,572 from the Escrow Deposit. The escrow proceeds were recorded as other income during the first quarter of 2011.

	2014			2013			2012			2011			2010
BALANCE SHEET DATA:

Total assets		3,376,610			5,229,604			5,490,113			5,586,629			6,321,108

Term loan		-			-			553,376			928,376			1,153,376

Total liabilities		986,752			580,242			1,051,638			1,411,604			1,644,553

General partner's deficit		(56,024	)		(33,496	)		(35,652	)		(38,286	)		(33,271	)
Limited partners’ capital		2,445,882			4,682,858			4,474,127			4,213,311			4,709,826

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The Partnership may be party to other ordinary and routine litigation proceedings that are incidental to the Partnership’s business. Management believes that the outcome of such legal proceedings will not, individually or in the aggregate, have a material adverse effect on the Partnership, its financial conditions, prospects or debt service abilities.

	Quarters Ended (unaudited)
	December 31,			September 30,			June 30,		March 31,		December 31,			September 30,		June 30,		March 31,
	2014			2014			2014		2014		2013			2013		2013		2013

Revenue	$	1,040,970		$	1,062,196		$	1,130,004	$	1,147,210	$	1,102,691		$	1,126,809	$	1,143,396	$	1,114,731
Operating (loss) income		(127,862	)		(2,198,007	)		19,967		52,965		(3,596	)		18,285		86,810		123,262
(Loss) income from operations		(127,861	)		(2,197,906	)		19,972		52,970		(3,593	)		18,290		83,009		117,901

Net (loss) income from operations per limited partnership unit	$	(7	)	$	(114	)	$	1	$	3	$	(0	)	$	1	$	4	$	6

~~Table~~ITEM of7. MANAGEMENT'S ~~Contents~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM 4.~~RESULTS ~~MINE~~OF ~~SAFETY~~OPERATIONS ~~DISCLOSURES~~

~~Not~~2014 ~~applicable.~~and 2013

~~Table~~Total basic video subscribers decreased from 3,448 as of ~~Contents~~December 31, 2013, to 2,872 as of December 31, 2014. The loss in subscribers is a result of several factors including competition from Direct Broadcast Satellite (DBS) and other competitive providers, availability of off-air signals in the Partnership’s markets and regional and local economic conditions. The Swainsboro system is 85% overbuilt by Pineland Telephone Cooperative (“Pineland”). Over the last two years competition from Pineland has reduced the Swainsboro system’s revenues and cash flow. In its efforts to address this customer trend, the Partnership is increasing its customer retention efforts and its emphasis on bundling its video and data and phone products.

~~PART~~Revenue IItotaled $4,380,380 for the year ended December 31, 2014, a decrease of 2% from $4,487,627 for the year ended December 31, 2013. Revenues for the year ended December 31, 2014 were comprised of the following sources:

~~ITEM 5.~~● ~~MARKET FOR REGISTRANT’S COMMON EQUITY~~$2,139,251 ~~RELATED~~(49%) ~~STOCKHOLDER~~from ~~MATTERS~~basic ~~AND~~and ~~ISSUER~~expanded ~~PURCHASES~~basic OFvideo ~~EQUITY SECURITIES~~ services

● $1,265,521 (a29%) ~~There~~from isInternet ~~no established public trading market for the Partnership’s units of limited partnership interest.~~services

~~(b)~~● ~~The approximate number of equity holders as of December 31~~$437,360 ~~2013,~~(10%) isfrom astelephone ~~follows:~~services

Limited Partners:			852
General Partners:			1

●

$79,067 (2%) from premium video services

~~(c)~~● ~~During 2013~~$61,789 ~~2012~~(1%) ~~and~~from ~~2011 the Partnership made no cash distributions to the limited partners.~~advertising

~~ITEM 6.~~● ~~SELECTED~~$102,197 ~~FINANCIAL~~(2%) ~~DATA~~from late fees

~~The~~● ~~data set~~$295,195 ~~forth below should be read in conjunction with Item~~ (7.%) ~~“Management’s~~from ~~Discussion~~other ~~and Analysis of Financial Condition and Results of Operations” and the financial statements included in Item 8. “Financial Statements and Supplementary Data.”~~ sources

	2013			2012			2011			2010			2009
SUMMARY OF OPERATIONS:
Revenue	$	4,487,627		$	4,218,611		$	4,127,680		$	3,981,705		$	3,892,940
Operating income (loss)		224,760			292,236			(529,578	)		461,508			524,213
Net income (loss)		215,607			263,450			(501,530	)		408,302			457,225
Net income (loss) per limited partnership unit	$	11		$	14		($	26	)	$	21		$	24
	2013			2012			2011			2010			2009
BALANCE SHEET DATA:
Total assets		5,229,604			5,490,113			5,586,629			6,321,108			6,267,967
Term loan		—			553,376			928,376			1,153,376			1,453,376
Total liabilities		580,242			1,051,638			1,411,604			1,644,553			1,999,714
General partner’s deficit		(33,496	)		(35,652	)		(38,286	)		(33,271	)		(37,354	)
Limited partners’ capital		4,682,858			4,474,127			4,213,311			4,709,826			4,305,607

Average monthly revenue per subscriber increased $14.40, or approximately 14%, from $101.22 for the year ended December 31, 2013, to $115.62 for the year ended December 31, 2014. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2014 and increased penetration of new products, specifically, Internet services, and product bundling to new customers. This increase in average monthly revenue per subscriber was offset by the aforementioned decrease in basic subscribers.

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~~Table~~The following table displays historical average rate information for various services offered by the Partnership's systems (amounts per subscriber per month) exclusive of ~~Contents~~promotional prices and bundled product discounts:

	Quarters Ended
	2014			2013		2012		2011		2010
	December 31,2013			September 30,2013		June 30,2013		March 31,2013		December 31,2012		September 30,2012		June 30,2012		March 31,2012
Basic Video Rate		63.30			58.30		53.30		50.55		48.75
Revenue	$	1,102,691		$	1,126,809	$	1,143,396	$	1,114,731	$	1,036,450	$	1,051,043	$	1,067,004	$	1,064,114
Expanded Basic Video Rate		6.50			6.00		6.00		4.00		4.00
Operating (loss) income		(3,596	)		18,284		86,810		123,262		23,768		80,645		65,209		122,614
HBO Rate		19.50			17.50		15.75		15.75		14.75
(Loss) income from operations		(3,593	)		18,290		83,009		117,901		16,993		73,895		57,909		114,653
Cinemax Rate		14.75			14.75		13.75		12.75		12.25
Net (loss) income from operations per limited partnership unit	($	0	)	$	1	$	4	$	6	$	1	$	4	$	3	$	6
Showtime Rate		17.25			15.25		15.25		15.25		14.75
Encore Rate		5.75			4.75		4.75		4.75		4.75
Starz		10.00			9.50		9.00		8.25		7.75
Digital Rate (Incremental)		8.75			8.75		8.75		6.75		6.75
Internet Rate		55.00			45.00		45.00		42.65		40.75
Telephone Rate		38.50			36.50		36.50		35.00		35.00

~~ITEM~~Operating expenses, excluding general and administrative, programming, and 7depreciation expenses, loss on impairment of franchise agreements and loss on disposal of assets totaled $474,479 for the year ended December 31, 2014, representing a decrease of 8% from $517,561 for the year ended December 31, 2013. ~~MANAGEMENT’S~~The ~~DISCUSSION~~decrease ~~AND~~is ~~ANALYSIS~~primarily OFattributable ~~FINANCIAL~~to ~~CONDITION~~a ~~AND~~decrease ~~RESULTS~~in ~~OF OPERATIONS~~operating salaries, operating overtime, payroll tax expense, vehicle operating expenses and operating overhead.

~~RESULTS~~General OFand ~~OPERATIONS~~administrative expenses totaled $1,758,596 for the year ended December 31, 2014, representing an increase of approximately 28% from $1,378,004 for the year ended December 31, 2013. This increase is primarily attributable to the settlement of a legal claim made by a former employee and higher administrative salaries, net bad debt expenses, administrative services, call center fees, marketing expenses and other administrative expenses.

Programming expenses totaled $1,921,137 for the year ended December 31, 2014, an increase of approximately 6% from $1,817,916 for the year ended December 31, 2013. The increase is attributable to higher costs charged by various video program suppliers, retransmission fees for carriage of certain local broadcast signals and ~~2012~~costs associated with the increased penetration of Internet and telephone services, offset by decreased video subscribers from 3,448 as of December 31, 2013 to 2,872 as of December 31, 2014. Rate increases from video program suppliers, and increases in the number of customers to the Partnership’s Internet and telephone services, will contribute to the trend of increased programming costs in the future.

~~Total~~Depreciation ~~basic~~expense ~~video~~totaled ~~subscribers~~$563,147 ~~decreased~~for ~~from~~the ~~3,767~~year asended of December 31, ~~2012~~2014, toremaining ~~3,448~~consistent aswith ofthe year ended December 31, 2013. ~~The~~Depreciation ~~loss in subscribers is a result~~ of ~~several~~recent ~~factors~~purchases ~~including~~related ~~competition~~to ~~from~~the ~~Direct~~upgrade ~~Broadcast Satellite (DBS) providers, availability~~ of ~~off-air~~plant ~~signals in the Partnership’s markets~~ and ~~regional and local economic conditions. In its efforts to address this customer trend~~equipment, ~~the~~was ~~Partnership~~offset isby ~~increasing~~certain ~~its~~assets ~~customer~~becoming ~~retention~~fully ~~efforts and its emphasis on bundling its video and data and phone products~~depreciated.

~~Revenue~~Loss on disposal of assets totaled $417,~~487,627~~565 for the year ended December 31, ~~2013~~2014, ~~increasing~~and 6%consists ~~from~~primarily ~~$4,218,611~~of ~~for~~costs ~~the~~incurred ~~year~~in ~~ended December~~connection with the ~~31,~~disposal ~~2012~~of plant in discontinued service areas of the Aliceville system offset by proceeds from the sale of a vehicle. ~~Revenues~~Gain on disposal of assets totaled $11,880 for the year ended December 31, 2013, ~~were~~and ~~comprised~~consists primarily of insurance proceeds from storm damage in the ~~following~~Aliceville ~~sources:~~system.

•Interest expense and amortization of loan fees decreased from $29,~~425~~310 for the year ended December 31,~~257~~ ~~(54%)~~2013 ~~from~~to ~~basic~~$0 ~~and~~for ~~expanded~~the ~~basic~~year ~~video~~ended ~~services~~December 31, 2014. The Partnership paid off the outstanding balance of its term loan on July 1, 2013.

•In 2014, the Partnership generated a loss of $2,252,825 compared to an income of $215,607 in 2013. The operating loss is mainly attributable to the $1,~~210~~898,~~386~~393 ~~(27%)~~impairment ~~from~~write ~~Internet~~down ~~services~~of the Partnership’s Swainsboro franchise agreements and the settlement of a legal claim made by a former employee. The Partnership generated positive income in each of the two prior years, and management anticipates that this trend will continue.

•2013 ~~$356,662~~and ~~(8%) from telephone services~~2012

•Total ~~$96~~basic video subscribers decreased from 3,~~434~~767 as of December 31, 2012, to 3,448 as of December 31, 2013. The loss in subscribers is a result of several factors including competition from Direct Broadcast Satellite (2%DBS) providers, ~~from~~availability ~~premium~~of off-air signals in the Partnership’s markets and regional and local economic conditions. In its efforts to address this customer trend, the Partnership is increasing its customer retention efforts and its emphasis on bundling its video ~~services~~and data and phone products.

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•Revenue totaled $714,~~351~~487,627 (2for the year ended December 31, 2013, increasing 6%) from ~~advertising~~$4,218,611 for the year ended December 31, 2012. Revenues for the year ended December 31, 2013 were comprised of the following sources:

•● $~~112~~2,~~418~~425,257 (254%) from ~~late~~basic ~~fees~~and expanded basic video services

•● $~~215~~1,~~119~~210,386 (527%) from ~~other~~Internet ~~sources~~services

~~Average~~● ~~monthly revenue per subscriber increased~~ $~~11.75~~356,662 ~~or approximately 13~~(8%,) from ~~$89.47~~telephone for the year ended December 31, 2012, to $101.22 for the year ended December 31, 2013. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2013 and increased penetration of new products, specifically, Internet services~~, and product bundling to new customers. This increase in average monthly revenue per subscriber was offset by the aforementioned decrease in basic subscribers.~~

~~Table~~● of$96,434 ~~Contents~~(2%) from premium video services

~~The~~● ~~following~~$71,351 ~~table displays historical average rate information for various services offered by the Partnership’s systems~~ (~~amounts per subscriber per month~~2%) ~~exclusive~~from ~~of promotional prices and bundled product discounts:~~ advertising

	2013		2012		2011		2010		2009
Basic Video Rate		58.30		53.30		50.55		48.75		44.25
Expanded Basic Video Rate		8.50		6.00		4.00		4.00		4.00
HBO Rate		17.50		15.75		15.75		14.75		14.00
Cinemax Rate		14.75		13.75		12.75		12.25		11.50
Showtime Rate		15.25		15.25		15.25		14.75		14.00
Encore Rate		4.75		4.75		4.75		4.75		4.75
Starz		9.50		9.00		8.25		7.75		7.00
Digital Rate (Incremental)		10.50		8.75		6.75		6.75		6.50
Internet Rate		45.00		45.00		42.65		40.75		40.25
Phone Rate		36.50		36.50		35.00		35.00		33.00

●

$112,418 (2%) from late fees

~~Operating~~● ~~expenses, excluding general and administrative, programming and depreciation expenses, and loss on impairment of franchise agreements totaled~~ $~~517~~215,~~561~~119 ~~for the year ended December 31, 2013, representing an increase of 7~~(5%) from ~~$482,133~~other ~~for the year ended December 31, 2012. The increase is primarily attributable to an increase in operating salaries offset by decreases in pole rental expense and regional management expense.~~ sources

~~General~~Average ~~and~~monthly ~~administrative expenses~~revenue ~~totaled~~per subscriber increased $111.75,~~378~~ or approximately 13%,~~004~~ from $89.47 for the year ended December 31, ~~2013~~2012, ~~representing~~to ~~an increase of approximately 15% from~~ $~~1,203,434~~101.22 for the year ended December 31, ~~2012~~2013. This increase is ~~primarily~~ attributable to ~~higher~~rate ~~net~~increases ~~bad~~implemented ~~debt~~throughout ~~expense, administrative~~the ~~services,~~Partnership’s ~~legal~~systems ~~expense,~~during ~~audit~~the ~~fees~~first quarter of 2013 and increased penetration of new products, ~~marketing~~specifically, ~~expenses~~Internet services, and ~~management~~product ~~fees~~bundling to new customers. This increase in average monthly revenue per subscriber was offset by the aforementioned decrease in basic subscribers.

~~Programming~~The ~~expenses~~following ~~totaled $1,817,916~~table ~~for~~displays ~~the~~historical ~~year~~average ~~ended~~rate ~~December 31,~~information ~~2013, an increase of 9% from $1,675,316~~ for ~~the year ended December 31, 2012. The increase is attributable to higher costs charged by~~ various ~~video program suppliers, retransmission fees for carriage of certain local broadcast signals and costs associated with the increased penetration of Internet and telephone~~ services, ~~offset~~offered by ~~decreased video subscribers from 3,767 as of December 31, 2012 to 3,448 as of December 31, 2013. Rate increases from video program suppliers, and increases in~~ the ~~number of customers to the~~ Partnership’'s ~~Internet~~systems ~~and~~(amounts ~~telephone~~per ~~services,~~subscriber ~~will~~per ~~contribute~~month) toexclusive ~~the trend~~ of ~~increased~~promotional ~~programming~~prices ~~costs~~and inbundled ~~the~~product ~~future.~~ discounts:

Depreciation expense totaled $561,266 for the year ended December 31, 2013, an increase of 6% from $528,758 for the year ended December 31, 2012. This increase is attributable to depreciation of recent purchases related to the upgrade of plant and equipment, offset by certain assets becoming fully depreciated.

	2013		2012		2011		2010		2009
Basic Video Rate		58.30		53.30		50.55		48.75		44.25
Expanded Basic Video Rate		6.00		6.00		4.00		4.00		4.00
HBO Rate		17.50		15.75		15.75		14.75		14.00
Cinemax Rate		14.75		13.75		12.75		12.25		11.50
Showtime Rate		15.25		15.25		15.25		14.75		14.00
Encore Rate		4.75		4.75		4.75		4.75		4.75
Starz		9.50		9.00		8.25		7.75		7.00
Digital Rate (Incremental)		8.75		8.75		6.75		6.75		6.50
Internet Rate		45.00		45.00		42.65		40.75		40.25
Phone Rate		36.50		36.50		35.00		35.00		33.00

~~Gain~~Operating expenses, excluding general and administrative, programming, and depreciation expenses, and loss on ~~disposal~~impairment of ~~assets~~franchise agreements totaled $11517,~~880~~561 for the year ended December 31, 2013, ~~and~~representing ~~consists~~an ~~primarily~~increase of ~~insurance~~7% ~~proceeds~~ from ~~storm~~ ~~damage in the Aliceville system. Loss on disposal of assets totaled~~ $36482,~~734~~133 for the year ended December 31, 2012,. ~~and~~The ~~consists~~increase is primarily ofattributable ~~costs~~to ~~incurred~~an increase in ~~connection~~operating ~~with~~salaries ~~the~~offset ~~Millport~~by ~~and~~decreases ~~Aliceville~~in ~~tower~~pole ~~wreck~~rental ~~out~~expense and ~~asset~~regional ~~disposal and~~management ~~the write-off of obsolete customer premise equipment~~expense.

~~Interest~~General ~~expense~~ and ~~amortization~~administrative ofexpenses ~~loan~~totaled ~~fees~~$1,378,004 ~~decreased approximately~~for ~~68%~~the ~~from~~year ~~$29~~ended December 31,~~131~~ in2013, ~~2012~~representing toan increase of approximately 15% from $91,~~310~~203,434 infor ~~2013.~~the ~~This~~year ~~decrease~~ended inDecember ~~interest~~31, ~~expense~~2012. ~~and~~This ~~loan~~increase ~~fees~~ is primarily attributable to ~~the~~higher ~~Partnership~~net ~~paying~~bad ~~off~~debt ~~the~~expense, ~~outstanding~~administrative ~~balance~~services, oflegal ~~its~~expense, ~~term~~audit ~~loan~~fees, onmarketing ~~July 1,~~expenses ~~2013.~~and management fees.

InProgramming ~~2013~~expenses totaled $1,817,916 for the ~~Partnership~~year ~~generated~~ended ~~net~~December ~~income~~31, 2013, an increase of 9% from $~~215~~1,~~607~~675,316 ~~compared~~for the year ended December 31, 2012. The increase is attributable to ahigher ~~net~~costs ~~income~~charged by various video program suppliers, retransmission fees for carriage of ~~$263~~certain local broadcast signals and costs associated with the increased penetration of Internet and telephone services,~~450~~ inoffset by decreased video subscribers from 3,767 as of December 31, 2012 to 3,448 as of December 31, 2013. ~~Management~~Rate ~~anticipates~~increases ~~that~~from video program suppliers, and increases in the number of customers to the Partnership’s Internet and telephone services, will ~~continue~~contribute to ~~generate~~the ~~positive~~trend ~~net~~of ~~income.~~increased programming costs in the future.

Depreciation expense totaled $561,266 for the year ended December 31, 2013, an increase of 6% from $528,758 for the year ended December 31, 2012. This increase is attributable to depreciation of recent purchases related to the upgrade of plant and ~~2011~~equipment, offset by certain assets becoming fully depreciated.

~~Total~~Gain ~~basic~~on ~~video~~disposal ~~subscribers~~of ~~decreased~~assets ~~from~~totaled 4$11,~~022~~880 asfor ofthe year ended December 31, ~~2011~~2013, toand ~~3,767~~consists asprimarily of ~~December 31,~~insurance ~~2012.~~proceeds ~~The~~from ~~loss~~storm damage in ~~subscribers~~ isthe aAliceville ~~result~~system. ofLoss ~~several~~on ~~factors~~disposal ~~including~~of ~~competition~~assets ~~from~~totaled ~~Direct Broadcast Satellite (DBS) providers~~$36,734 ~~availability~~for ofthe ~~off-air~~year ~~signals~~ended inDecember ~~the~~31, ~~Partnership’s~~2012, ~~markets~~ and ~~regional~~consists ~~and~~primarily ~~local~~of ~~economic~~costs ~~conditions.~~incurred Inin ~~its~~connection ~~efforts~~with ~~to address this customer trend,~~ the ~~Partnership~~Millport isand ~~increasing~~Aliceville ~~its~~tower ~~customer~~wreck ~~retention~~out ~~efforts~~ and ~~its~~asset ~~emphasis~~disposal onand ~~bundling~~the ~~its~~write-off ~~video~~of ~~and~~obsolete ~~data~~customer ~~and~~premise ~~phone products~~equipment.

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~~Revenue~~Interest ~~totaled~~expense ~~$4,218,611~~and ~~for~~amortization ~~the~~of ~~year~~loan ~~ended~~fees ~~December 31,~~decreased ~~2012,~~approximately ~~increasing 2~~68% from $429,~~127,680~~131 ~~for~~in ~~the~~2012 ~~year~~to ~~ended December 31~~$9,310 ~~2011~~in 2013. ~~Revenues~~This ~~for~~decrease in interest expense and loan fees is attributable to the ~~year~~Partnership ~~ended~~paying ~~December 31,~~off ~~2012~~the ~~were comprised~~outstanding balance of ~~the~~its ~~following~~term ~~sources:~~loan on July 1, 2013.

•In 2013, the Partnership generated net income of $2215,~~591~~607 compared to a net income of $263,~~139~~450 ~~(61%)~~in ~~from~~2012. ~~basic~~Management ~~and~~anticipates ~~expanded~~that ~~basic~~the ~~video~~Partnership ~~services~~will continue to generate positive net income.

~~Table~~LIQUIDITY ofAND ~~Contents~~CAPITAL RESOURCES

•The $1Partnership's primary source of liquidity is cash flow provided by operations. The Partnership generates cash through the monthly billing of subscribers for video,~~014~~ Internet,~~614~~ ~~(24%)~~telephone ~~from~~and ~~Internet~~other services. As a result of the aforementioned legal settlement, the Partnership will actively reduce its capital expenditures for 2015 to satisfy these obligations and to cover future operating costs and working capital needs over the next twelve-month period.

~~• $199,440 (5%) from telephone services~~2014

•Net cash provided by operating activities totaled $~~101~~469,~~539~~504 (for the year ended December 31, 2014. Adjustments to the $2%),252,825 ~~from~~net ~~premium~~loss ~~video~~for ~~services~~the period to reconcile to net cash provided by operating activities consisted primarily of $1,898,393 in loss on impairment of franchise agreements, $563,147 in depreciation, and changes in other operating assets and liabilities of $264,112.

•Net cash used in investing activities totaled $72519,~~081~~695 ~~(2%)~~and ~~from~~consisted ~~advertising~~primarily of capital expenditures for the year ended December 31, 2014.

•Net cash used in financing activities for the year ended December 31, 2014 consisted of a $826,~~406~~679 ~~(2%)~~in ~~from~~distribution ~~late~~on ~~fees~~behalf of limited partners for tax purposes.

•Term ~~$157,392 (4%) from other sources~~Loan

~~Average~~The monthly revenue per subscriber increased $7.29, or approximately 9%, from $82.18 for the year ended December 31, 2011, to $89.47 for the year ended December 31, 2012. This increase is attributable to rate increases implemented throughout the Partnership’s ~~systems~~term ~~during~~loan ~~the~~matured ~~first quarter of 2012~~ and ~~increased~~was ~~penetration~~paid ofin ~~new~~full ~~products,~~on ~~specifically,~~July ~~Internet services~~1, ~~and product bundling to new customers~~2013. ~~This increase in average monthly revenue per subscriber was offset by the aforementioned decrease in basic subscribers.~~

~~The~~Obligations ~~following table displays historical average rate information for various services offered by the Partnership’s systems (amounts per subscriber per month) exclusive of promotional prices~~ and ~~bundled product discounts:~~ Commitments

	2012		2011		2010		2009		2008
Basic Video Rate		53.30		50.55		48.75		44.25		42.25
Expanded Basic Video Rate		6.00		4.00		4.00		4.00		4.00
HBO Rate		15.75		15.75		14.75		14.00		13.25
Cinemax Rate		13.75		12.75		12.25		11.50		10.75
Showtime Rate		15.25		15.25		14.75		14.00		13.75
Encore Rate		4.75		4.75		4.75		4.75		3.75
Starz		9.00		8.25		7.75		7.00		6.25
Digital Rate (Incremental)		8.75		6.75		6.75		6.50		6.50
Internet Rate		45.00		42.65		40.75		40.25		40.25
Phone Rate		36.50		35.00		35.00		33.00

In addition to working capital needs for ongoing operations, the Partnership has capital requirements for required minimum operating lease payments. The following table summarizes the contractual obligations as of December 31, 2014 and the anticipated effect of these obligations on the Partnership’s liquidity in future years:

Operating expenses, excluding general and administrative, programming and depreciation expenses, and loss on impairment of franchise agreements totaled $482,133 for the year ended December 31, 2012, representing an increase of 5% from $461,207 for the year ended December 31, 2011. The increase is primarily attributable to increases in system utilities, pole rental, vehicle operating and regional management expenses.

			Payments Due By Period
	Total		Less than 1 year		1 – 3 Years		3 – 5 Years		More than 5 years

Minimum operating lease payments	$	45,000	$	5,000	$	10,000	$	10,000	$	20,000

~~General~~(a) ~~and~~These ~~administrative~~contractual ~~expenses~~obligations ~~totaled $1,203,434~~do ~~for~~not ~~the~~include ~~year~~accounts ~~ended~~payable ~~December 31,~~and ~~2012,~~accrued ~~representing an increase of approximately 6% from $1~~liabilities,~~138,385~~ ~~for~~which ~~the~~are ~~year~~expected ~~ended December 31, 2011. This increase is primarily attributable~~ to ~~increases~~be paid in ~~administrative salaries and benefits expense, marketing expense and audit fees~~2015.

~~Programming~~(b) ~~expenses~~The ~~totaled~~Partnership ~~$1,675,316~~also ~~for~~rents ~~the~~utility ~~year~~poles ~~ended December 31,~~in ~~2012,~~its ~~an increase of 5% from $1,591,055 for the year ended December 31, 2011~~operations. ~~The~~Amounts ~~increase~~due isunder ~~attributable~~these toagreements ~~higher~~are ~~costs~~not ~~charged~~included byin ~~various video program suppliers, retransmission fees for carriage of certain local broadcast signals and costs associated with~~ the ~~increased~~above ~~penetration~~minimum ofoperating ~~Internet~~lease ~~and~~payments ~~telephone~~amounts ~~services, offset by decreased video subscribers from 4,022~~ as ofpole ~~December 31,~~rentals ~~2011~~are tobased ~~3,767~~on aspole ofusage ~~December 31, 2012,~~ and ~~decreases~~cancelable inon ~~circuit~~short ~~costs~~notice. asThe ~~a result~~Partnership ofdoes ~~negotiating~~however ~~lower~~anticipate ~~cost~~that ~~bandwidth~~such ~~contracts~~rentals ~~with~~will ~~providers~~recur. ~~Rate~~Pole ~~increases~~rental ~~from~~expense ~~video~~was ~~program suppliers~~$108,095 ~~and increases~~ in ~~the number of customers to the Partnership’s Internet and telephone services, will contribute to the trend of increased programming costs in the future~~2014.

~~Depreciation~~Capital expense totaled $528,758 for the year ended December 31, 2012, a decrease of 4% from $552,171 for the year ended December 31, 2011. This decrease is attributable to certain assets becoming fully depreciated, offset by depreciation of recent purchases related to the upgrade of plant and equipment. Expenditures

~~Loss~~During on2014, ~~impairment~~the ofPartnership ~~franchise~~paid ~~agreements totaled~~ $~~860~~544,~~000~~759 for ~~the~~capital ~~year~~expenditures. ~~ended~~These ~~December 31,~~expenditures ~~2011,~~included ~~and~~continued ~~resulted~~plant ~~from~~upgrades ~~the~~in ~~write~~both ~~down of~~systems ~~the~~to ~~carrying~~extend ~~value~~and ofmaintain ~~the~~high ~~Partnership’s~~speed ~~franchise~~data ~~agreements~~service tocapabilities, ~~management’s~~vehicle ~~estimates~~replacement ofand ~~their~~customer ~~fair~~premise ~~value~~equipment to provide services.

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~~Loss on~~Management ~~disposal~~has ofestimated ~~assets~~that ~~totaled~~the ~~$36,734~~Partnership ~~for~~will ~~the~~spend ~~year~~approximately ~~ended December 31~~$370,000 ~~2012,~~on ~~and~~capital ~~consists~~expenditures ~~primarily~~during of2015. ~~costs~~Planned ~~incurred~~expenditures ininclude ~~connection~~quality ~~with~~assurance ~~the~~upgrade ~~Millport~~work ~~and~~to ~~Aliceville~~maintain ~~tower~~reliable ~~wreck~~video ~~out~~signals and ~~asset~~broadband ~~disposal~~speeds ~~and~~in ~~the~~both ~~write-off~~systems, ofpotential ~~obsolete~~line extension opportunities and customer premise equipment. to provide services.

~~Table~~CRITICAL ofACCOUNTING ~~Contents~~POLICIES

~~System~~This ~~sales~~discussion ~~transaction~~and ~~costs~~analysis ~~totaled~~of ~~$54,440~~financial ~~for~~condition and results of operations is based on the ~~year~~Partnership’s ~~ended~~financial ~~December 31~~statements, ~~2011~~which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and ~~consist~~liabilities ~~primarily~~at the date of ~~costs~~the ~~incurred~~financial instatements ~~connection~~and ~~with~~the reported amount of revenues and expenses during the ~~proposed~~reporting ~~sale~~period. Actual results could differ from those estimates. The following critical accounting policies require a more significant amount of management judgment than other accounting policies the Partnership’s ~~assets~~employs.

~~Interest expense~~Revenue ~~and~~Recognition amortization of loan fees decreased approximately 24% from $38,106 in 2011 to $29,131 in 2012. This decrease is attributable to lower average outstanding indebtedness as a result of required principal payments.

~~The~~Cable ~~Partnership~~and ~~received~~broadband ~~escrow~~service ~~proceeds~~revenue, ~~and~~including ~~accrued~~service ~~interest~~and ~~of $65~~maintenance,~~572~~ asis arecognized ~~result~~in of the ~~termination~~month ofservice ~~the~~is ~~purchase~~provided ~~and~~to ~~sale agreement~~customers. ~~with~~Advance ~~Green~~payments ~~River.~~on ~~The~~cable ~~escrow~~services ~~proceeds~~to ~~were~~be rendered are recorded as ~~other~~subscriber ~~income~~prepayments. ~~during~~Revenues ~~the~~resulting ~~first~~from ~~quarter~~the sale of ~~2011~~local spot advertising are recognized when the related advertisements or commercials appear before the public.

InProperty ~~2012,~~and ~~the Partnership~~Equipment generated net income of $263,450 compared to a net loss of $501,530 in 2011. The operating loss in 2011 is mainly attributable to the $860,000 impairment write down of the Partnership’s franchise agreements. Management anticipates that the Partnership will continue to generate positive net income.

~~LIQUIDITY~~Property ~~AND~~and ~~CAPITAL~~equipment ~~RESOURCES~~are recorded at cost. Costs of additions and substantial improvements, which include materials, labor, and other indirect costs associated with the construction of cable transmission and distribution facilities, are capitalized. Indirect costs include employee salaries and benefits, travel and other costs. These costs are estimated based on historical information and analysis. The Partnership periodically performs evaluations of these estimates as warranted by events or changes in circumstances.

~~During~~The ~~2013, the~~ Partnership’s ~~liquidity~~also ~~was~~capitalizes ~~primarily~~costs ~~generated~~associated ~~from~~with ~~cash~~initial ~~flow~~customer ~~from operations~~installations. The ~~Partnership~~costs ~~routinely~~of ~~generates cash~~disconnecting ~~through~~service ~~the~~or ~~monthly~~reconnecting ~~billing~~service ofto ~~subscribers~~previously ~~for~~installed ~~cable,~~locations ~~Internet~~are ~~and~~expensed ~~telephone~~in ~~services.~~the ~~During~~period ~~2013,~~incurred. ~~cash~~Costs ~~generated~~for ~~from~~repairs ~~monthly~~and ~~billings~~maintenance ~~was~~are ~~sufficient~~also charged to ~~meet~~operating ~~the Partnership’s needs for working capital~~expense, ~~capital~~while ~~expenditures~~equipment ~~and debt service~~replacements, ~~and~~including ~~management expects~~ the ~~cash~~replacement ~~generated~~of ~~from~~drops, ~~these~~are ~~monthly billings will be sufficient to meet the Partnership’s 2014 obligations~~capitalized.

~~2013~~Intangible Assets

~~Net~~The ~~cash~~Partnership ~~provided~~does bynot ~~operating~~amortize ~~activities~~intangible ~~totaled~~assets ~~$868,673~~determined ~~for~~to ~~the year~~have ~~ended~~indefinite ~~December 31, 2012~~lives. ~~Adjustments~~The toPartnership ~~the~~has ~~$215,607~~determined ~~net~~that ~~income~~its ~~for~~franchises meet the ~~period~~definition toof ~~reconcile~~indefinite tolived ~~net~~assets. ~~cash~~The ~~provided~~Partnership bytests ~~operating~~these ~~activities~~assets ~~consisted~~for ~~primarily~~impairment on an annual basis as of ~~$561~~September 30th,~~266~~ inor ~~depreciation,~~on ~~and~~an ~~changes~~interim inbasis ~~other~~if ~~operating~~an ~~assets~~event ~~and~~occurs ~~liabilities~~ or circumstances change that would reduce the fair value of ~~$102,673.~~the assets below their carrying value.

~~Net~~Management ~~cash~~believes the franchises have indefinite lives because the franchises are expected to be used by the Partnership for the foreseeable future as determined based on an analysis of all pertinent factors, including changes in ~~investing~~legal, ~~activities~~regulatory ~~totaled~~or ~~$546~~contractual provisions and effects of obsolescence,~~880~~ demand and ~~consisted~~competition. ~~primarily~~In addition, the expected renewal costs the Partnership would otherwise not incur if the franchises were not subject to renewal are not material in relation to the fair value of ~~capital~~the ~~expenditures~~franchises. ~~for~~While the ~~year~~ ~~ended~~franchises ~~December 31~~have defined lives based on the franchising authority, ~~2013~~renewals are routinely granted, and management expects them to continue to be granted. This expectation is supported by management’s experience with the Partnership’s franchising authorities and the franchising authorities of the Partnership’s affiliates.

~~Net~~ECONOMIC cash used in financing activities for the year ended December 31, 2013 consisted of a $553,376 in scheduled principal payments and $4,720 in distribution on behalf of limited partners for tax purposes. CONDITIONS

~~Term~~Historically, ~~Loan~~ the effects of inflation have been considered in determining to what extent rates will be increased for various services provided. It is expected that the future rate of inflation will continue to be a significant variable in determining rates charged for services provided, subject to the provisions of the 1996 Telecom Act. Because of the deregulatory nature of the 1996 Telecom Act, the Partnership does not expect the future rate of inflation to have a material adverse impact on operations.

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~~The~~TRANSACTIONS ~~Partnership’s~~WITH ~~term~~GENERAL ~~loan~~PARTNER ~~matured~~AND on June 30, 2013. The term loan was collateralized by a first lien position on all present and future assets of the Partnership. Principal payments were withdrawn by the lender from the Partnership’s bank account as of the last day of each quarter. As June 30, 2013, fell on a Sunday, the final principal payment of $478,376 was withdrawn on Monday, July 1, 2013, representing payment in full of its term loan. AFFILIATES

~~Obligations~~Management ~~and Commitments~~ Fees

InThe ~~addition~~General toPartner ~~working~~receives ~~capital~~a ~~needs~~fee for ~~ongoing~~managing ~~operations,~~the Partnership equal to 5% of the gross revenues of the Partnership, ~~has~~excluding ~~capital~~revenues ~~requirements~~from ~~for~~the ~~required~~sale ~~minimum operating~~of ~~lease~~cable ~~payments~~systems or franchises. ~~The~~Management ~~following~~fees ~~table~~charged ~~summarizes~~to operations by the ~~contractual~~General ~~obligations~~Partner aswere of$219,019, ~~December 31~~$224,381, and $210,931 for 2014, 2013, and 2012, respectively. Management fees are included as a component of general and administrative expenses in the ~~anticipated~~accompanying ~~effect~~statements of ~~these~~operations. The Partnership has deferred payment of management fees for the fourth quarter of 2014 and will continue to defer management fees through 2015 to meet its obligations onrelated to the ~~Partnership’s~~aforementioned ~~liquidity~~settlement of a legal claim in ~~future~~September ~~years:~~2014.

			Payments Due By Period
	Total		Less than 1year		1 – 3Years		3 – 5Years		More than5 years
Minimum operating lease payments	$	81,180	$	1,680	$	2,400	$	2,400	$	74,700

Reimbursements

~~(a)~~The ~~These~~General ~~contractual~~Partner ~~obligations~~provides door ~~not~~causes ~~include~~to ~~accounts~~be ~~payable~~provided certain centralized services to the Partnership and ~~accrued~~other ~~liabilities,~~affiliated ~~which~~entities. ~~are~~The ~~expected~~General Partner is entitled to bereimbursement ~~paid~~from inthe ~~2014~~Partnership for various expenses incurred by it or its affiliates on behalf of the Partnership allocable to its management of the Partnership, including travel expenses, pole and site rental, lease payments, legal expenses, billing expenses, insurance, governmental fees and licenses, headquarters’ supplies and expenses, video programming expenses, equipment and vehicle charges, operating salaries and expenses, administrative salaries and expenses, postage, and office maintenance.

~~(b)~~ The amounts billed to the Partnership ~~also~~are ~~rents~~based ~~utility~~on ~~poles~~costs incurred by the General Partner in ~~its~~rendering ~~operations~~the services. ~~Amounts~~The ~~due~~costs ~~under~~of ~~these~~certain ~~agreements~~services are ~~not~~charged ~~included~~directly into the ~~above~~Partnership, ~~minimum~~based ~~operating~~upon ~~lease~~the ~~payments~~personnel ~~amounts~~time asspent ~~pole~~by ~~rentals~~the ~~are~~employees ~~based~~rendering onthe ~~pole~~service. ~~usage~~The ~~and~~cost ~~cancelable~~of onother ~~short~~services ~~notice.~~is ~~The~~allocated to the Partnership ~~does~~and ~~however~~affiliates ~~anticipate~~based upon relative size and revenue. Management believes that ~~such~~the ~~rentals~~methods ~~will~~used ~~recur~~to allocate costs to the Partnership are reasonable. ~~Pole~~Amounts ~~rental~~charged ~~expense~~to ~~was~~operations for these services were $~~107~~387,~~336~~444, in$287,581, and $261,205 for 2014, 2013, and 2012, respectively.

~~Table~~The Partnership has entered into operating management agreements with certain affiliates managed by the General Partner. Under the terms of ~~Contents~~these agreements, the Partnership or an affiliate serves as the managing agent for certain cable systems and is reimbursed for certain operating and administrative expenses. The Partnership’s operations include charges of $38,438, $58,896, and $50,770, net of payments received, under the terms of these agreements during 2014, 2013, and 2012, respectively.

~~Capital~~NCSC, ~~Expenditures~~an affiliate of the General Partner, was formed to provide billing system support to cable systems owned and managed by the General Partner. In addition NCSC provides technical support associated with the build out and upgrade of Northland affiliated cable systems as well as support for the Partnership’s Internet and telephone services. In 2014, 2013, and 2012, the Partnership’s operations include charges of $173,589, $116,279, $101,772, respectively, for these services. Of this amount, $15,223, $18,859, and $35,753 were capitalized in 2014, 2013, and 2012, respectively, related to the build out and upgrade of cable systems. CAC, a subsidiary of NCSC, manages the development of local advertising as well as billing for video commercial advertisements to be cablecast on Northland affiliated cable systems. CAC retains all the credit risks associated with the advertising activities and a net fixed percentage of the related revenues are remitted to the Partnership, which are recorded as net advertising revenues. The Partnership’s operations include $49,058, $63,310, and $60,434, in payments received under the terms of this agreement during 2014, 2013, and 2012, respectively.

~~During~~ITEM ~~2013, the Partnership paid $580,534 for capital expenditures~~7A. ~~These~~QUANTITATIVE ~~expenditures~~AND ~~include~~QUALITATIVE ~~plant~~DISCLOSURES ~~improvements,~~ABOUT ~~line~~MARKET ~~extensions, and fiber additions in certain areas of Aliceville, AL, and Swainsboro, GA, as well as the purchase of customer premise equipment to provide services.~~ RISK

~~Management~~The ~~has estimated that the~~ Partnership ~~will~~ ~~spend~~is ~~approximately~~not ~~$618,000~~subject ~~on capital expenditures during 2014. Planned expenditures include quality assurance work~~ to ~~maintain~~market ~~reliable~~risks ~~video~~arising ~~signals~~from ~~and~~changes ~~broadband speeds~~ in ~~both~~interest ~~systems,~~rates ~~potential~~as ~~line~~its ~~extension~~cash ~~opportunities,~~balance ~~vehicle replacements~~is ~~and~~comprised ~~customer~~of ~~premise~~deposits ~~equipment~~at tofinancial ~~provide services~~institutions.

~~CRITICAL~~ITEM ~~ACCOUNTING~~8. ~~POLICIES~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~This~~The ~~discussion~~audited ~~and analysis of~~ financial ~~condition~~statements ~~and results~~ of ~~operations is based on~~ the Partnership’s ~~financial~~for ~~statements, which have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~years ~~States~~ended ofDecember ~~America.~~31, ~~The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities~~2014, ~~the~~2013 ~~disclosure of contingent assets~~ and ~~liabilities~~2012 atare ~~the~~included ~~date~~as ofa ~~the~~part ~~financial statements and the reported amount~~ of ~~revenues~~this ~~and~~filing ~~expenses~~(see ~~during~~Item ~~the~~15 ~~reporting period. Actual results could differ from those estimates. The following critical accounting policies require~~ (a) ~~more significant amount of management judgment than other accounting policies the Partnership employs~~below).

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~~Revenue~~ITEM ~~Recognition~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Cable and broadband service revenue, including service and maintenance, is recognized in the month service is provided to customers~~None. Advance payments on cable services to be rendered are recorded as subscriber prepayments. Revenues resulting from the sale of local spot advertising are recognized when the related advertisements or commercials appear before the public.

~~Property~~ITEM ~~and~~9A. ~~Equipment~~CONTROLS AND PROCEDURES

~~Property~~DISCLOSURE ~~and~~CONTROLS ~~equipment~~AND are recorded at cost. Costs of additions and substantial improvements, which include materials, labor, and other indirect costs associated with the construction of cable transmission and distribution facilities, are capitalized. Indirect costs include employee salaries and benefits, travel and other costs. These costs are estimated based on historical information and analysis. The Partnership periodically performs evaluations of these estimates as warranted by events or changes in circumstances. PROCEDURES

The Partnership ~~also~~maintains ~~capitalizes~~disclosure ~~costs~~controls ~~associated~~and ~~with~~procedures ~~initial~~designed ~~customer~~to ~~installations.~~ensure ~~The~~that ~~costs~~information required to be disclosed in our filings under the Securities Exchange Act of ~~disconnecting~~1934 ~~service~~is orrecorded, ~~reconnecting~~processed, ~~service~~summarized toand ~~previously~~reported ~~installed~~within ~~locations~~the ~~are~~time ~~expensed~~periods specified in the ~~period~~ ~~incurred.~~Securities ~~Costs~~and ~~for~~Exchange ~~repairs~~Commission’s rules and ~~maintenance~~forms. ~~are~~The ~~also~~General ~~charged~~Partner’s toChief ~~operating~~Executive ~~expense,~~Officer ~~while~~and ~~equipment~~Vice ~~replacements~~President, ~~including~~Controller (Principal Accounting Officer) have evaluated these disclosure controls and procedures as of the ~~replacement~~end of ~~drops,~~the period covered by this annual report on Form 10-K and have determined that such disclosure controls and procedures are ~~capitalized~~effective.

~~Intangible~~MANAGEMENT’S ~~Assets~~ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

~~The~~Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Partnership. ~~does~~Internal ~~not~~control ~~amortize~~over ~~intangible~~financial ~~assets determined~~reporting is a process to ~~have~~provide ~~indefinite~~reasonable ~~lives~~assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. ~~The~~Internal ~~Partnership~~control ~~has~~over ~~determined~~financial reporting includes maintaining records that ~~its~~in ~~franchises~~reasonable ~~meet~~detail ~~the~~accurately ~~definition~~and fairly reflect transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of ~~indefinite~~the ~~lived~~Partnership’s ~~assets.~~financial ~~The~~statements; providing reasonable assurance that receipts and expenditures of Partnership ~~tests~~assets ~~these~~are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Partnership assets ~~for~~that ~~impairment~~could have a material effect on anits ~~annual~~financial ~~basis~~statements aswould ofbe ~~September 30th,~~prevented or detected on ana ~~interim~~ timely basis. ifBecause anof ~~event~~its ~~occurs~~inherent orlimitations, ~~circumstances~~internal ~~change~~control ~~that~~over ~~would~~financial ~~reduce~~reporting ~~the~~is ~~fair~~not ~~value~~intended to provide absolute assurance that a misstatement of ~~the~~our ~~assets~~financial ~~below~~statements ~~their~~would ~~carrying~~be ~~value.~~prevented or detected.

Management ~~believes~~assessed the ~~franchises~~effectiveness ~~have~~of ~~indefinite lives because~~ the ~~franchises~~Partnership’s ~~are~~internal ~~expected~~control toover befinancial ~~used~~reporting ~~by the Partnership for the foreseeable future~~ as ~~determined based on an analysis~~ of ~~all~~December ~~pertinent factors~~31, ~~including changes in legal, regulatory or contractual provisions and effects of obsolescence, demand and competition~~2014. In ~~addition,~~making ~~the~~this ~~expected~~assessment, ~~renewal~~management ~~costs~~used the ~~Partnership~~ ~~would~~criteria ~~otherwise~~set ~~not~~forth ~~incur~~by if the ~~franchises~~Committee ~~were~~of ~~not~~Sponsoring ~~subject~~Organizations toof ~~renewal~~the ~~are~~Treadway ~~not~~Commission ~~material~~(COSO) in ~~relation~~Internal toControl-Integrated ~~the~~Framework ~~fair value of the franchises~~(1992). ~~While~~Based ~~the franchises have defined lives based~~ on ~~the~~this ~~franchising authority~~assessment, ~~renewals~~management ~~are~~determined ~~routinely granted~~that, ~~and~~as ~~management~~of ~~expects~~December ~~them~~31, to2014, ~~continue to be granted. This expectation is supported by management’s experience with~~ the Partnership’s ~~franchising~~internal ~~authorities~~control ~~and~~over ~~the~~financial ~~franchising~~reporting ~~authorities~~was ~~of the Partnership’s affiliates~~effective.

~~Table~~This annual report does not include an attestation report of ~~Contents~~the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

~~ECONOMIC~~CHANGES ~~CONDITIONS~~IN INTERNAL CONTROL OVER FINANCIAL REPORTING

~~Historically~~As described in Controls and Procedures in Item 4 of the Partnership’s 2014 Form 10Q filed with the SEC on November 11, 2014, management identified a material weakness in the ~~effects~~Partnership’s internal control over financial reporting as a result of ~~inflation~~a ~~have~~missing ~~been~~control ~~considered~~to inensure ~~determining~~all information relevant to ~~what~~financial ~~extent~~reporting ~~rates~~is ~~will~~being beshared ~~increased~~on ~~for~~a ~~various~~timely ~~services~~basis ~~provided~~with individuals in financial reporting oversight roles. ItSpecifically, ismanagement ~~expected~~engaged ~~that~~an independent third party to perform an appraisal of the ~~future~~Partnership’s ~~rate~~Swainsboro, GA system during the second quarter of ~~inflation~~2014. ~~will continue~~The toappraisal beof the Swainsboro, GA system constituted a ~~significant~~triggering ~~variable~~event inunder ~~determining~~ASC ~~rates~~350. ~~charged~~The Partnership’s intangible assets should have been tested for ~~services~~impairment ~~provided~~as of June 30, ~~subject~~2014, toas a result of the ~~provisions~~triggering event. Management did not follow the control process to determine whether any triggering events have occurred and an analysis of impairment of the ~~1996~~intangible ~~Telecom~~assets ~~Act~~should have been performed during the reporting period. ~~Because~~Management performed a retrospective review of the ~~deregulatory~~value ~~nature~~of the intangible assets as of June 30, 2014, prepared a discounted cash flow analysis and determined that no impairment had occurred as of June 30, 2014. During the ~~1996~~third ~~Telecom~~quarter ~~Act~~of 2014, there was a significant decline in the ~~Partnership~~operating ~~does~~cash ~~not~~flow ~~expect~~of the ~~future~~Swainsboro ~~rate~~ system as compared to previous reporting periods due to escalating competition from Pineland Telephone Cooperative. Management updated its analysis of ~~inflation~~the value of intangible assets utilizing results for the third quarter of 2014 and determined an impairment of the Swainsboro intangible assets had occurred. An appropriate adjustment to ~~have~~the acarrying ~~material~~value ~~adverse~~of ~~impact~~the onSwainsboro ~~operations~~intangible assets was recorded as of September 30, 2014.

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~~TRANSACTIONS~~During ~~WITH~~the ~~GENERAL~~fourth ~~PARTNER~~quarter ~~AND~~of ~~AFFILIATES~~2014, management identified the material weakness described above and reinforced the control process of establishing a meeting with individuals in financial reporting oversight roles every reporting period to communicate and determine whether any triggering events have occurred during the reporting period.

~~Management~~As ~~Fees~~of the date of this 10-K filing, management believes this material weakness has been remediated.

~~The General~~Other ~~Partner~~than ~~receives~~the achanges ~~fee~~described ~~for~~above, ~~managing~~there ~~the~~was ~~Partnership~~no ~~equal~~change toin 5%our ofinternal ~~the~~control ~~gross~~over ~~revenues~~financial ofreporting ~~the~~(as ~~Partnership,~~such ~~excluding~~term ~~revenues~~is ~~from~~defined ~~the~~in ~~sale~~Rule of13a-15(f) ~~cable~~and ~~systems~~15d-15(f) orunder ~~franchises.~~the ~~Management~~Exchange ~~fees~~Act) ~~charged~~that tooccurred ~~operations~~during by the ~~General~~fourth ~~Partner~~quarter ~~were $224,381,~~of ~~$210,931,~~2014 ~~and~~that ~~$206,384~~has ~~for~~materially ~~2013~~affected, ~~2012,~~or ~~and~~is ~~2011,~~reasonably ~~respectively.~~likely ~~Management~~to ~~fees~~materially ~~are~~affect, ~~included~~our asinternal acontrol ~~component~~over offinancial ~~general and administrative expenses in the accompanying statements of operations~~reporting.

~~Reimbursements~~ITEM 9B. OTHER INFORMATION

~~The General~~On ~~Partner~~October ~~provides~~1, or2013, ~~causes~~a todefinitive beproxy ~~provided~~statement ~~certain~~on ~~centralized~~Schedule ~~services~~14A toand ~~the~~an ~~Partnership~~accompanying ~~and~~proxy ~~other~~card ~~affiliated~~were ~~entities.~~mailed ~~The~~to ~~General~~limited ~~Partner~~partners isof ~~entitled~~record toas ~~reimbursement~~of ~~from~~September ~~the~~15, ~~Partnership~~2013, ~~for~~in ~~various~~connection ~~expenses~~with ~~incurred~~a byspecial itmeeting orthat ~~its affiliates~~was oncalled ~~behalf~~for the purpose of considering a proposal to amend the Partnership ~~allocable~~Agreement, to ~~its~~extend ~~management~~the term of the Partnership from December 31, ~~including~~2013, ~~travel~~to ~~expenses~~December 31, ~~pole~~2016. ~~and~~The ~~site~~Amendment ~~rental,~~was ~~lease~~approved ~~payments,~~at ~~legal~~that ~~expenses~~special meeting of limited partners on December 17, ~~billing~~2013. ~~expenses~~On December 27, ~~insurance~~2013, ~~governmental~~the ~~fees~~Partnership ~~and~~filed ~~licenses,~~with ~~headquarters’ supplies~~the ~~and~~Secretary ~~expenses,~~of ~~video~~State ~~programming~~of ~~expenses,~~the ~~equipment~~State ~~and~~of ~~vehicle~~Washington ~~charges,~~an ~~operating~~amendment ~~salaries~~to its Amended and ~~expenses,~~Restated ~~administrative~~Agreement ~~salaries~~of ~~and~~Limited ~~expenses~~Partnership to extend the term of the Partnership from December 31, ~~postage~~2013, ~~and~~to ~~office~~December 31, ~~maintenance~~2016.

~~The~~As ~~amounts~~a ~~billed~~result ~~to the Partnership are based on costs incurred by the General Partner in rendering the services. The costs~~ of ~~certain services are charged directly to~~ the ~~Partnership~~Amendment, ~~based~~holders ~~upon~~of the ~~personnel~~units ~~time~~of ~~spent~~limited bypartnership ~~the~~interests ~~employees rendering the service. The cost~~ of ~~other services is allocated to~~ the Partnership ~~and~~may ~~affiliates~~not ~~based~~be ~~upon~~able ~~relative~~to ~~size~~liquidate ~~and~~their ~~revenue.~~investment ~~Management believes~~in ~~that~~ the ~~methods~~Partnership ~~used~~until ~~to allocate costs to~~ the ~~Partnership~~earlier ~~are~~of ~~reasonable. Amounts charged to operations for these services were $287~~December 31,~~581,~~ ~~$261~~2016,~~205,~~ ~~and~~or ~~$252,463~~upon ~~for~~the ~~2013~~dissolution, ~~2012,~~winding up and ~~2011,~~termination ~~respectively.~~of the Partnership.

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~~The~~PART Partnership has entered into operating management agreements with certain affiliates managed by the General Partner. Under the terms of these agreements, the Partnership or an affiliate serves as the managing agent for certain cable systems and is reimbursed for certain operating and administrative expenses. The Partnership’s operations include charges of $58,896, $50,770, and $34,830, net of payments received, under the terms of these agreements during 2013, 2012, and 2011, respectively. III

~~NCSC, an~~ITEM ~~affiliate of the General Partner, was formed to provide billing system support to cable systems owned and managed by the General Partner~~10. InDIRECTORS ~~addition~~AND ~~NCSC~~EXECUTIVE ~~provides~~OFFICERS ~~technical~~OF ~~support~~THE ~~associated~~REGISTRANT with the build out and upgrade of Northland affiliated cable systems as well as support for the Partnership’s Internet and telephone services. In 2013, 2012, and 2011, the Partnership’s operations include charges of $116,279, $101,772, $84,534, respectively, for these services. Of this amount, $18,859, $35,753, and $30,216 were capitalized in 2013, 2012, and 2011, respectively, related to the build out and upgrade of cable systems. CAC, a subsidiary of NCSC, manages the development of local advertising as well as billing for video commercial advertisements to be cablecast on Northland affiliated cable systems. CAC retains all the credit risks associated with the advertising activities and a net fixed percentage of the related revenues are remitted to the Partnership, which are recorded as net advertising revenues. The Partnership’s operations include $63,310, $60,434, and $52,423, in payments received under the terms of this agreement during 2013, 2012, and 2011, respectively.

~~ITEM 7A~~The Partnership has no directors or officers. ~~QUANTITATIVE~~The ~~AND~~General ~~QUALITATIVE~~Partner ~~DISCLOSURES~~of ~~ABOUT~~the ~~MARKET~~Partnership ~~RISK~~is Northland Communications Corporation, a Washington corporation.

~~The~~Certain ~~Partnership~~information isregarding ~~not~~the ~~subject~~officers toand ~~market~~directors ~~risks~~of ~~arising~~Northland ~~from~~and ~~changes~~relating into ~~interest~~the ~~rates~~Partnership ~~as its cash balance~~ is ~~comprised~~set offorth ~~deposits at financial institutions~~below.

~~ITEM 8~~JOHN S. ~~FINANCIAL~~WHETZELL ~~STATEMENTS~~(AGE ~~AND~~72). ~~SUPPLEMENTARY~~Mr. ~~DATA~~Whetzell is the founder of Northland Communications Corporation and has been a Director since March 1982. Mr. Whetzell became Chairman of the Board of Directors in December 1984. He also serves as Chairman of the Board of Northland Telecommunications Corporation and each of its subsidiaries. He has been involved with the cable industry for over 39 years. Between March 1979 and February 1982 he was in charge of the Ernst & Whinney national cable television consulting services. Mr. Whetzell first became involved in the cable industry when he served as the Chief Economist of the Cable Television Bureau of the Federal Communications Commission (FCC) from May 1974 to February 1979. He provided economic studies to support the deregulation of cable television both in federal and state arenas. He participated in the formulation of accounting standards for the industry and assisted the FCC in negotiating and developing the pole attachment rate formula for cable television. His undergraduate degree is in economics from George Washington University, and he has an MBA degree from New York University.

~~The~~JOHN ~~audited~~E. ~~financial~~IVERSON ~~statements~~(AGE of78). Mr. Iverson is the ~~Partnership~~Secretary ~~for~~of Northland Telecommunications Corporation and has served on the ~~years~~Board ~~ended~~of Directors since December 1984. Mr. Iverson has a Juris Doctor degree from the University of Washington. He became a member of the Washington State Bar Association in 1962 and 31retired as a member of the Seattle law firm of Ryan, ~~2013~~Swanson & Cleveland, ~~2012~~P.L.L.C. in 2009. Mr. Iverson is a Trustee and ~~2011~~the ~~are~~past ~~included~~Chairman asof athe ~~part~~Board of ~~this~~ ~~filing~~the ~~(see~~Pacific ~~Item 15~~Northwest (Ballet Association and is a) member ~~below)~~and the past President of, and past Foundation President for, Seattle Rotary No. 4.

~~Table~~RICHARD I. CLARK (AGE 57). Mr. Clark is an original incorporator of ~~Contents~~Northland Communications Corporation and serves as Executive Vice President, Assistant Secretary and Assistant Treasurer of Northland Communications Corporation. He also serves as Vice President, Assistant Secretary and Treasurer of Northland Telecommunications Corporation. Mr. Clark has served on the Board of Directors of both Northland Communications Corporation and Northland Telecommunications Corporation since July 1985. In addition to his other responsibilities, Mr. Clark is responsible for the administration and investor relations activities of Northland, including financial planning and corporate development. From July 1979 to February 1982, Mr. Clark was employed by Ernst & Whinney in the area of providing cable television consultation services and has been involved with the cable industry for nearly 35 years. He has directed cable television feasibility studies and on-site market surveys. Mr. Clark has assisted in the design and maintenance of financial and budget computer models, and he has prepared documents for major cable companies in franchising and budgeting projects through the application of these models. In 1979, Mr. Clark graduated cum laude from Pacific Lutheran University with a Bachelor of Arts degree in accounting.

~~ITEM 9~~GARY S. ~~CHANGES~~JONES IN(AGE ~~AND~~57). ~~DISAGREEMENTS~~Mr. ~~WITH~~Jones ~~ACCOUNTANTS~~is ONthe ~~ACCOUNTING~~Chief ~~AND FINANCIAL~~Executive ~~DISCLOSURE~~Officer and President of Northland Telecommunications Corporation and each of its subsidiaries. Mr. Jones joined Northland in March 1986 and has previously served as President, Vice President and Chief Financial Officer for Northland. Mr. Jones is responsible for cash management, financial reporting and banking relations for Northland and is involved in the acquisition and financing of new cable systems. Prior to joining Northland, Mr. Jones was employed as a Certified Public Accountant with Laventhol & Horwath from 1980 to 1986. Mr. Jones received his Bachelor of Arts degree in Business Administration with a major in accounting from the University of Washington in 1979.

~~None~~RICHARD J. DYSTE (AGE 69). Mr. Dyste currently serves as Chief Technical Officer of Northland Telecommunications Corporation and each of its subsidiaries. Mr. Dyste is responsible for planning and advising all Northland cable systems and call centers with regard to technical performance, staffing, quality assurance, system upgrades and technical development of new products. Mr. Dyste joined Northland in August 1986 as an engineer and served as Operations Engineer from August 1986 until April 1987. He then served as Senior Vice President – Technical Services with additional responsibilities for operations in Texas and the West Coast until May of 2011. From 1977 to 1985, Mr. Dyste owned and operated Bainbridge TV Cable. He is a graduate of Washington Technology Institute and is a certified Broadband Communications Engineer.

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~~ITEM 9A~~H. ~~CONTROLS~~LEE ~~AND~~JOHNSON ~~PROCEDURES~~(AGE 71). Mr. Johnson currently serves as Vice President of Northland Cable Services Corporation. He is responsible for management of Cable Ad Concepts Inc., and sales of Northland Business Products in the Southeast Division. Mr. Johnson has also served as Divisional Vice President of Northland, responsible for the management of systems serving subscribers in Alabama, Georgia, Mississippi, North Carolina and South Carolina. Prior to his association with Northland he served as Regional Manager for Warner Communications, managing four cable systems in Georgia from 1968 to 1973. Mr. Johnson has also served as President of Sunbelt Finance Corporation and was employed as a System Manager for Statesboro CATV when Northland purchased the system in 1986. Mr. Johnson has been involved in the cable industry for over 46 years. He is a graduate of Swainsboro Technical Institute and has attended numerous training seminars, including courses sponsored by Jerrold Electronics, Scientific Atlanta, the Society of Cable Television Engineers and CATA.

~~DISCLOSURE~~ R. ~~CONTROLS~~GREGORY ~~AND PROCEDURES~~FERRER (AGE 59). Mr. Ferrer joined Northland in March 1984 as Assistant Controller and currently serves as Vice President and Treasurer of Northland Communications Corporation. Mr. Ferrer also serves as Vice President and Assistant Treasurer of Northland Telecommunications Corporation. Mr. Ferrer is responsible for coordinating all of Northland’s property tax filings, insurance requirements and system programming contracts as well as interest rate management and other treasury functions. Prior to joining Northland, he was a Certified Public Accountant at Benson & McLaughlin, a local public accounting firm, from 1981 to 1984. Mr. Ferrer received his Bachelor of Arts in Business Administration from Washington State University with majors in marketing in 1978 and accounting and finance in 1981.

~~The~~MATTHEW ~~Partnership~~J. ~~maintains~~CRYAN ~~disclosure~~(AGE ~~controls~~50). ~~and~~Mr. ~~procedures~~Cryan ~~designed~~is toSenior ~~ensure~~Vice ~~that~~President ~~information~~- ~~required~~Budgets toand ~~be disclosed~~Information inTechnology ~~our~~and ~~filings~~has ~~under~~been ~~the~~with ~~Securities~~Northland ~~Exchange~~since ~~Act~~September of1990. ~~1934~~Mr. Cryan is ~~recorded,~~responsible ~~processed,~~for ~~summarized~~the development of current and ~~reported~~long-term ~~within~~operating budgets for all Northland entities. Additional responsibilities include the ~~time~~development ~~periods~~of ~~specified~~financial models used in ~~the~~support ~~Securities~~of ~~and~~acquisition ~~Exchange~~financing, ~~Commission’s~~analytical ~~rules~~support ~~and~~for ~~forms.~~system ~~The~~and ~~General~~regional ~~Partner’s~~managers, ~~Chief Executive~~financial ~~Officer~~performance monitoring and ~~President~~reporting ~~(Principal~~and ~~Financial~~programming analysis and ~~Accounting~~supervision ~~Officer)~~of ~~have~~all ~~evaluated~~billing ~~these~~related ~~disclosure~~matters ~~controls~~of ~~and~~Northland. ~~procedures~~Prior to joining Northland, Mr. Cryan was employed as ofan analyst with NKV Corp., a securities litigation support firm located in Redmond, Washington. Mr. Cryan graduated from the ~~end~~University of ~~the~~Montana ~~period~~in ~~covered~~1988 bywith ~~this~~honors ~~annual~~and ~~report~~holds ona ~~Form 10-K~~Bachelor ~~and~~of ~~have~~Arts ~~determined~~in ~~that~~Business ~~such~~Administration ~~disclosure controls~~with ~~and~~a ~~procedures~~major ~~are~~in ~~effective~~finance.

~~ITEM 9A~~ RICK J. ~~CONTROLS~~MCELWEE ~~AND~~(AGE ~~PROCEDURES~~53). Mr. McElwee is Vice President and Controller for Northland. He joined Northland in May 1987 as System Accountant and was promoted to Assistant Controller of Northland Cable Television, Inc. in 1993. Mr. McElwee became Divisional Controller of Northland Telecommunications Corporation in 1997 and in January 2001, he was promoted to Vice President and Controller of Northland Telecommunications Corporation. Mr. McElwee is responsible for managing all facets of the accounting and financial reporting process for Northland. Prior to joining Northland, he was employed as an accountant with Pay n’ Save Stores, Inc., a then regional drugstore chain. Mr. McElwee graduated from Central Washington University in 1985 and holds a Bachelor of Science in Business Administration with a major in accounting.

~~MANAGEMENT’~~ PAUL MILAN (AGE 53). Mr. Milan is Vice President and General Counsel of Northland Telecommunications Corporation. He joined Northland in September of 2002. Mr. Milan is responsible for the legal affairs of Northland. From 1996 to 2003, he worked as in-house counsel with a number of venture funded start-up companies in the telecommunications arena. From 1994 to 1996, Mr. Milan was a partner in the law firm of Cain McLaughlin P.S. ~~ANNUAL~~where ~~REPORT~~his ONpractice ~~INTERNAL~~emphasized ~~CONTROL~~commercial ~~OVER~~litigation, ~~FINANCIAL~~credit ~~REPORTING~~transactions and start-up enterprises. From 1990 to 1996, he was an associate attorney with Fountain Rhoades LLC. Mr. Milan is admitted to the bar in Alaska and Washington and received a Bachelor of Arts degree in English Literature in 1984 and a law degree in 1987 from the University of Puget Sound in Tacoma, Washington.

~~Management~~ STEVEN isM. ~~responsible~~TANABE ~~for~~(AGE ~~establishing~~42). ~~and maintaining adequate internal control over financial reporting for the Partnership~~Mr. ~~Internal~~ ~~control~~Tanabe ~~over~~joined ~~financial~~Northland ~~reporting~~as is a ~~process~~Financial toAnalyst ~~provide~~in ~~reasonable~~March ~~assurance regarding the reliability~~ of ~~financial~~1998 ~~reporting~~and ~~for~~currently ~~external~~serves ~~purposes~~as inVice ~~accordance~~President ~~with~~– ~~accounting~~Strategic ~~principles~~Planning ~~generally~~& ~~accepted~~Management. ~~in the United States of America~~Mr. ~~Internal~~Tanabe ~~control~~is ~~over~~responsible ~~financial~~for ~~reporting includes~~ maintaining ~~records~~relationships ~~that~~with inprogram ~~reasonable~~suppliers, ~~detail~~assisting ~~accurately~~with negotiation and ~~fairly~~compliance ~~reflect~~of ~~transactions;~~programming ~~providing~~supplier ~~reasonable~~agreements ~~assurance~~and ~~that~~website ~~transactions~~development. ~~are~~Additional ~~recorded~~responsibilities asinclude ~~necessary for preparation of~~ the ~~Partnership’s~~ ~~financial~~review ~~statements; providing reasonable assurance that receipts~~ and ~~expenditures~~development of ~~Partnership~~budget ~~assets~~and ~~are~~reporting ~~made~~models inand ~~accordance~~other ~~with~~project management ~~authorization;~~functions. ~~and~~Mr. ~~providing~~Tanabe ~~reasonable~~received ~~assurance~~his ~~that~~Bachelor ~~unauthorized acquisition, use or disposition~~ of ~~Partnership~~Science ~~assets~~in ~~that~~Business ~~could~~Administration ~~have~~with a ~~material~~concentration ~~effect~~in onFinance ~~its~~from ~~financial~~the ~~statements~~University ~~would be prevented or detected on a timely basis. Because~~ of ~~its~~Oregon ~~inherent~~in ~~limitations,~~1994 ~~internal~~and ~~control~~his ~~over~~Masters ~~financial~~in ~~reporting~~Business isAdministration ~~not~~from ~~intended~~Seattle ~~to provide~~University ~~absolute~~in ~~assurance that a misstatement of our financial statements would be prevented or detected~~2001.

~~Management assessed~~ RHETA ~~the~~R. ~~effectiveness~~ANGELES of(AGE ~~the~~39). Ms. ~~Partnership’s~~Angeles ~~internal~~joined ~~control~~Northland ~~over~~in ~~financial~~June ~~reporting~~2000 as ofTraining ~~December 31,~~and ~~2013~~Personnel Services Supervisor and currently serves as Vice President – Human Resources. She Inis ~~making~~responsible ~~this~~for ~~assessment~~recruiting, employee relations, benefits management, ~~used~~compliance, ~~the~~assisting ~~criteria~~in ~~set~~drafting ~~forth~~policies byand ~~the~~procedures ~~Committee~~and ofcorporate ~~Sponsoring~~administration. Prior ~~Organizations~~to ofjoining Northland, Ms. Angeles worked for two years as the ~~Treadway~~ ~~Commission~~Training ~~(COSO)~~Manager for Hyatt International Hotels located in ~~Internal~~the ~~Control-Integrated~~Northern ~~Framework~~Marianas ~~(1992)~~Islands. She ~~Based~~graduated onfrom ~~this~~Hawaii ~~assessment,~~Pacific ~~management~~University ~~determined~~and ~~that,~~holds asa Bachelor of ~~December 31,~~Science ~~2013,~~in ~~the~~Business ~~Partnership’s~~Administration ~~internal~~with ~~control~~a ~~over~~double ~~financial~~major ~~reporting~~in ~~was~~Human ~~effective~~Resources and Computer Information Systems.

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~~This~~ ROBERT ~~annual~~L. ~~report~~WOLFE ~~does~~(AGE ~~not~~45). Mr. ~~include~~Wolfe anjoined ~~attestation~~Northland ~~report~~in August 1996 and currently serves as Vice President – Technical Operations of ~~the~~Northland ~~Partnership’s~~Telecommunications ~~registered~~Corporation. He ~~public~~is ~~accounting~~responsible ~~firm regarding~~system ~~internal~~and ~~control~~business ~~over~~services ~~financial~~technical ~~reporting~~operations, including general team management, staffing, training and system performance. ~~Management’s~~Mr. ~~report~~Wolfe ~~was~~has ~~not~~received ~~subject~~training tofrom ~~attestation~~numerous byindustry ~~the~~related ~~Partnership’s~~companies, ~~registered~~including ~~public~~Jones/National ~~accounting~~Cable ~~firm~~Television ~~pursuant~~Institute, toArris ~~rules~~(formerly ofMotorola), ~~the~~Aurora ~~Securities~~Networks ~~and~~(a ~~Exchange~~Pace ~~Commission~~Company), ~~that~~Cisco ~~permit~~and the ~~Partnership~~ toSociety ~~provide~~of ~~only~~Cable ~~management’s~~Television ~~report~~Engineers. Previously, Mr. Wolfe was a principle with a retail/pharmaceutical company in ~~this~~Statesboro, ~~annual~~Georgia ~~report.~~where he attended Georgia Southern University.

~~CHANGES~~ MELANIE INL. ~~INTERNAL~~HANNASCH ~~CONTROL~~(AGE ~~OVER~~36). Ms. ~~FINANCIAL~~Hannasch ~~REPORTING~~ joined Northland in January 2014 as Vice President – Marketing. She is responsible for planning and implementing marketing strategies and brand management, incorporating market research and measurement with forecasting goals, as well as managing daily operations of the marketing department. Additional responsibilities include driving marketing initiatives in accordance with Northland’s Strategic Plan and providing guidance for the company’s promotions and customer impacts. Prior to joining Northland, Ms. Hannasch worked at Mediacom Communications for seven years as both a Director of Operations and as a Senior Marketing Manager. She attended the University Nevada – Las Vegas with a Bachelor of Science in Business Administration and Majored in Marketing.

~~There~~Audit ~~has~~Committee ~~been~~and noFinancial change in the Partnership’s internal control over financial reporting during the fourth quarter that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reportingExpert.

~~ITEM 9B~~The Northland board of directors consists of three individuals, whom also serve on the NTC board of directors. ~~OTHER~~Together, ~~INFORMATION~~the NTC and the Northland boards of directors serve as the oversight body for the Partnership. The Northland and NTC boards do not have a separate audit committee; instead, all members perform the function of an audit committee. The Northland and NTC boards of directors also do not have a "financial expert" as defined in applicable SEC rules, as it believes that the background and financial sophistication of its members are sufficient to fulfill the duties of such “financial expert”.

OnCode ~~October 1, 2013, a definitive proxy statement on Schedule 14A and an accompanying proxy card were mailed to limited partners~~ of record as of September 15, 2013, in connection with a special meeting that was called for the purpose of considering a proposal to amend the Partnership Agreement, to extend the term of the Partnership from December 31, 2013, to December 31, 2016. The Amendment was approved at that special meeting of limited partners on December 17, 2013. On December 27, 2013, the Partnership filed with the Secretary of State of the State of Washington an amendment to its Amended and Restated Agreement of Limited Partnership to extend the term of the Partnership from December 31, 2013, to December 31, 2016. Ethics

~~Table~~The Partnership does not currently have a code of ~~Contents~~ethics. The Partnership has only 10 employees and the Northland executives, together with the NTC and Northland boards, manage all oversight functions. With so few employees, none of whom have executive oversight responsibilities, the Partnership does not believe that developing and adopting a code of ethics is necessary. Northland and NTC also do not have a code of ethics; but will consider whether adopting a code of ethics is appropriate.

AsITEM a11. ~~result~~EXECUTIVE ofCOMPENSATION the Amendment, holders of the units of limited partnership interests of the Partnership may not be able to liquidate their investment in the Partnership until the earlier of December 31, 2016, or upon the dissolution, winding up and termination of the Partnership.

~~Table~~The ofPartnership ~~Contents~~does not have executive officers. However, compensation was paid to the General Partner and affiliates during 2014 as indicated in Note 5 to the Notes to Financial Statements—December 31, 2014 (see Items 15 (a) and 13 (a) below).

~~PART~~ITEM ~~III~~12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

~~ITEM 10.~~(a) ~~DIRECTORS~~CERTAIN BENEFICIAL OWNERS AND ~~EXECUTIVE~~MANAGEMENT. ~~OFFICERS~~Security OFownership ~~THE~~of ~~REGISTRANT~~management as of December 31, 2014 is as follows:

The Partnership has no directors or officers. The General Partner of the Partnership is Northland Communications Corporation, a Washington corporation.

TITLE OF CLASS	NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS
General Partner's Interest	Northland Communications Corporation	(See Note A)	(See Note A)
	101 Stewart Street, Suite 700
	Seattle, Washington 98101

~~Certain~~Note ~~information~~A: ~~regarding~~Northland ~~the~~has ~~officers~~a ~~and~~1% ~~directors~~interest ofin ~~Northland~~the ~~and~~Partnership, ~~relating~~which increases to a 20% interest in the Partnership at such time as the limited partners have received 100% of their aggregate cash contributions plus a preferred return. The natural person who exercises voting and/or investment control over these interests is ~~set forth~~John ~~below~~S. Whetzell.

~~JOHN S. WHETZELL~~ (~~AGE 72~~b). ~~Mr. Whetzell~~CHANGES isIN ~~the founder of Northland Communications Corporation, it’s Chief Executive Officer and has been a Director since March 1982~~CONTROL. Mr. Whetzell became Chairman of the Board of Directors in December 1984. He also serves as Chief Executive Officer and Chairman of the Board of Northland Telecommunications Corporation and each of its subsidiaries. He has been involved with the cable industry for over 39 years. Between March 1979 and February 1982 he was in charge of the Ernst & Whinney national cable television consulting services. Mr. Whetzell first became involved in the cable industry when he served as the Chief Economist of the Cable Television Bureau of the Federal Communications Commission (FCC) from May 1974 to February 1979. He provided economic studies to support the deregulation of cable television both in federal and state arenas. He participated in the formulation of accounting standards for the industry and assisted the FCC in negotiating and developing the pole attachment rate formula for cable television. His undergraduate degree is in economics from George Washington University, and he has an MBA degree from New York University.

~~JOHN E~~None. IVERSON (AGE 77). Mr. Iverson is the Secretary of Northland Communications Corporation and has served on the Board of Directors since December 1984. He also is the Secretary and serves on the Board of Directors of Northland Telecommunications Corporation and each of its subsidiaries. Mr. Iverson has a Juris Doctor degree from the University of Washington. He became a member of the Washington State Bar Association in 1962 and retired as a member of the Seattle law firm of Ryan, Swanson & Cleveland, P.L.L.C. in 2009. Mr. Iverson is a Trustee and the past Chairman of the Board of the Pacific Northwest Ballet Association and is a member and the past President of, and past Foundation President for, Seattle Rotary No. 4.

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~~RICHARD~~ITEM I13. ~~CLARK (AGE~~CERTAIN ~~56).~~RELATIONSHIPS ~~Mr. Clark~~AND isRELATED anTRANSACTIONS original incorporator of Northland Communications Corporation and serves as Executive Vice President, Assistant Secretary and Assistant Treasurer of Northland Communications Corporation. He also serves as Vice President, Assistant Secretary and Treasurer of Northland Telecommunications Corporation. Mr. Clark has served on the Board of Directors of both Northland Communications Corporation and Northland Telecommunications Corporation since July 1985. In addition to his other responsibilities, Mr. Clark is responsible for the administration and investor relations activities of Northland, including financial planning and corporate development. From July 1979 to February 1982, Mr. Clark was employed by Ernst & Whinney in the area of providing cable television consultation services and has been involved with the cable industry for nearly 35 years. He has directed cable television feasibility studies and on-site market surveys. Mr. Clark has assisted in the design and maintenance of financial and budget computer models, and he has prepared documents for major cable companies in franchising and budgeting projects through the application of these models. In 1979, Mr. Clark graduated cum laude from Pacific Lutheran University with a Bachelor of Arts degree in accounting.

~~GARY S. JONES~~ (~~AGE 56~~a). ~~Mr. Jones~~TRANSACTIONS isWITH ~~the~~MANAGEMENT ~~President~~AND ~~of Northland Telecommunications Corporation and each of its subsidiaries~~OTHERS. Mr. Jones joined Northland in March 1986 and had previously served as Vice President and Chief Financial Officer for Northland. Mr. Jones is responsible for cash management, financial reporting and banking relations for Northland and is involved in the acquisition and financing of new cable systems. Prior to joining Northland, Mr. Jones was employed as a Certified Public Accountant with Laventhol & Horwath from 1980 to 1986. Mr. Jones received his Bachelor of Arts degree in Business Administration with a major in accounting from the University of Washington in 1979.

~~RICHARD~~Management J. DYSTE (AGE 68). Mr. Dyste currently serves as Chief Technical Officer of Northland Telecommunications Corporation and each of its subsidiaries. Mr. Dyste is responsible for planning and advising all Northland cable systems and call centers with regard to technical performance, staffing, quality assurance, system upgrades and technical development of new products. Mr. Dyste joined Northland in August 1986 as an engineer and served as Operations Engineer from August 1986 until April 1987. He then served as Senior Vice President – Technical Services with additional responsibilities for operations in Texas and the West Coast until May of 2011. From 1977 to 1985, Mr. Dyste owned and operated Bainbridge TV Cable. He is a graduate of Washington Technology Institute and is a certified Broadband Communications Engineer. Fees

~~Table~~The General Partner receives a fee for managing the Partnership equal to 5% of ~~Contents~~the gross revenues of the Partnership, excluding revenues from the sale of cable systems or franchises. Management fees charged to operations by the General Partner were $219,019, $224,381, and $210,931 for 2014, 2013, and 2012, respectively. Management fees are included as a component of general and administrative expenses in the accompanying statements of operations. The Partnership has deferred payment of management fees for the fourth quarter of 2014 and will continue to defer management fees through 2015 to meet its obligations related to the aforementioned settlement of a legal claim in September 2014.

H. LEE JOHNSON (AGE 70). Mr. Johnson currently serves as Vice President of Northland Cable Services Corporation. He is responsible for management of Cable Ad Concepts Inc., and sales of Northland Business Products in the Southeast Division. Mr. Johnson has also served as Divisional Vice President of Northland, responsible for the management of systems serving subscribers in Alabama, Georgia, Mississippi, North Carolina and South Carolina. Prior to his association with Northland he served as Regional Manager for Warner Communications, managing four cable systems in Georgia from 1968 to 1973. Mr. Johnson has also served as President of Sunbelt Finance Corporation and was employed as a System Manager for Statesboro CATV when Northland purchased the system in 1986. Mr. Johnson has been involved in the cable industry for over 46 years. He is a graduate of Swainsboro Technical Institute and has attended numerous training seminars, including courses sponsored by Jerrold Electronics, Scientific Atlanta, the Society of Cable Television Engineers and CATA. Reimbursements

R.The ~~GREGORY~~General ~~FERRER~~Partner ~~(AGE~~provides ~~58).~~or ~~Mr. Ferrer~~causes ~~joined~~to ~~Northland~~be inprovided ~~March~~certain ~~1984~~centralized asservices ~~Assistant~~to ~~Controller~~the ~~and~~Partnership ~~currently serves as Vice President~~ and ~~Treasurer~~other ofaffiliated ~~Northland Communications Corporation~~entities. ~~Mr. Ferrer~~The ~~also~~General ~~serves~~Partner asis ~~Vice~~entitled ~~President~~to ~~and~~reimbursement ~~Assistant~~from ~~Treasurer~~the ofPartnership ~~Northland Telecommunications Corporation. Mr. Ferrer is responsible~~ for ~~coordinating~~various ~~all~~expenses ~~of Northland’s~~incurred ~~property~~by ~~tax~~it ~~filings,~~or ~~insurance~~its ~~requirements~~affiliates ~~and~~on ~~system~~behalf ~~programming~~of ~~contracts~~the asPartnership ~~well~~allocable asto ~~interest~~its ~~rate~~ management ~~and~~of ~~other~~the ~~treasury~~Partnership, ~~functions.~~including ~~Prior~~travel ~~to joining Northland~~expenses, hepole ~~was~~and asite ~~Certified~~rental, ~~Public~~lease ~~Accountant~~payments, atlegal ~~Benson & McLaughlin~~expenses, abilling ~~local~~expenses, ~~public accounting firm~~insurance, ~~from~~governmental ~~1981~~fees toand ~~1984.~~licenses, ~~Mr. Ferrer~~headquarters’ ~~received~~supplies ~~his~~and ~~Bachelor~~expenses, ofvideo ~~Arts~~programming inexpenses, ~~Business~~equipment ~~Administration~~and ~~from~~vehicle ~~Washington~~charges, ~~State~~operating ~~University~~salaries ~~with~~and ~~majors~~expenses, inadministrative ~~marketing~~salaries ~~in 1978~~ and ~~accounting~~expenses, postage, and ~~finance~~office ~~in 1981~~maintenance.

~~MATTHEW~~The J.amounts ~~CRYAN~~billed ~~(AGE~~to ~~49).~~the ~~Mr. Cryan~~Partnership isare ~~Senior~~based ~~Vice~~on ~~President—Budgets~~costs ~~and~~incurred ~~Information~~by ~~Technology~~the ~~and~~General ~~has~~Partner ~~been~~in ~~with~~rendering ~~Northland since~~the ~~September 1990~~services. ~~Mr. Cryan~~The iscosts ~~responsible for the development~~ of ~~current~~certain ~~and~~services ~~long-term~~are ~~operating~~charged ~~budgets~~directly ~~for~~to ~~all Northland entities. Additional responsibilities include~~ the ~~development of financial models used in support of acquisition financing~~Partnership, ~~analytical~~based ~~support~~upon ~~for~~the ~~system~~personnel ~~and~~time ~~regional~~spent ~~managers,~~by ~~financial~~the ~~performance~~employees ~~monitoring~~rendering ~~and~~the ~~reporting~~service. ~~and~~The ~~programming~~cost ~~analysis and supervision~~ of ~~all~~other ~~billing~~services ~~related~~is ~~matters~~allocated ~~of Northland. Prior~~ to ~~joining~~the ~~Northland,~~Partnership ~~Mr. Cryan~~and ~~was employed~~affiliates asbased anupon ~~analyst~~relative ~~with~~size ~~NKV~~and ~~Corp~~revenue., aManagement ~~securities~~believes ~~litigation~~that ~~support~~the ~~firm~~methods ~~located~~used into ~~Redmond,~~allocate ~~Washington.~~costs ~~Mr. Cryan~~to ~~graduated from~~ the ~~University~~Partnership ofare ~~Montana~~reasonable. inAmounts ~~1988~~charged ~~with~~to ~~honors~~operations ~~and~~for ~~holds~~these aservices ~~Bachelor~~were of$387,444, ~~Arts~~$287,581, inand ~~Business~~$261,205 ~~Administration~~for ~~with~~2014, ~~a major~~2013, inand ~~finance~~2012, respectively.

~~RICK~~The J.Partnership ~~MCELWEE~~has ~~(AGE~~entered ~~52).~~into ~~Mr. McElwee~~operating ismanagement ~~Vice~~agreements ~~President~~with ~~and~~certain ~~Controller~~affiliates ~~for~~managed ~~Northland.~~by Hethe ~~joined Northland~~General inPartner. ~~May~~Under ~~1987~~the asterms ~~System Accountant and was promoted to Assistant Controller~~ of ~~Northland~~these ~~Cable Television~~agreements, ~~Inc.~~the inPartnership ~~1993.~~or ~~Mr. McElwee~~an ~~became~~affiliate ~~Divisional~~serves ~~Controller~~as ofthe ~~Northland~~managing ~~Telecommunications~~agent ~~Corporation~~for incertain ~~1997~~cable systems and inis ~~January~~reimbursed ~~2001, he~~for ~~was~~certain ~~promoted~~operating ~~to Vice President~~ and ~~Controller~~administrative ~~of Northland Telecommunications Corporation~~expenses. ~~Mr. McElwee~~The isPartnership’s ~~responsible~~operations ~~for~~include ~~managing~~charges ~~all facets~~ of ~~the~~$38,438, ~~accounting~~$58,896, and ~~financial~~$50,770, ~~reporting~~net ~~process~~of ~~for~~payments ~~Northland. Prior to joining Northland~~received, heunder ~~was employed~~the asterms anof ~~accountant~~these ~~with~~agreements ~~Pay~~during ~~n’ Save Stores~~2014, ~~Inc.~~2013, ~~a then regional drugstore chain. Mr. McElwee graduated from Central Washington University in 1985~~ and ~~holds~~2012, ~~a Bachelor of Science in Business Administration with a major in accounting~~respectively.

~~PAUL~~NCSC, ~~MILAN~~an ~~(AGE~~affiliate ~~52).~~of ~~Mr. Milan~~the isGeneral ~~Vice~~Partner, ~~President~~was formed to provide billing system support to cable systems owned and ~~General~~managed ~~Counsel~~by ofthe ~~Northland~~General ~~Telecommunications Corporation~~Partner. HeIn ~~joined~~addition ~~Northland~~NCSC inprovides ~~September~~technical support associated with the build out and upgrade of ~~2002.~~Northland ~~Mr. Milan~~affiliated iscable ~~responsible~~systems as well as support for the ~~legal~~Partnership’s ~~affairs~~Internet ofand ~~Northland~~telephone services. ~~From~~In ~~1996~~2014, ~~to 2003~~2013, heand ~~worked~~2012, asthe ~~in-house~~Partnership’s ~~counsel~~operations ~~with~~include acharges ~~number~~ of ~~venture~~$173,589, ~~funded~~$116,279, ~~start-up~~$101,772, ~~companies~~respectively, infor ~~the~~these ~~telecommunications arena~~services. ~~From~~Of ~~1994~~this toamount, ~~1996~~$15,223, ~~Mr. Milan~~$18,859, ~~was~~and a$35,753 ~~partner~~were capitalized in 2014, 2013, and 2012, respectively, related to the ~~law~~build ~~firm~~out ofand ~~Cain~~upgrade ~~McLaughlin~~of Pcable systems.S. ~~where~~CAC, ~~his~~a ~~practice~~subsidiary ~~emphasized~~of ~~commercial litigation~~NCSC, ~~credit~~manages ~~transactions~~the ~~and~~development ~~start-up~~of ~~enterprises.~~local ~~From~~advertising ~~1990~~as towell ~~1996,~~as hebilling ~~was~~for anvideo ~~associate~~commercial ~~attorney~~advertisements ~~with Fountain~~to ~~Rhoades~~be ~~LLC.~~cablecast Mron Northland affiliated cable systems. ~~Milan~~ isCAC ~~admitted~~retains toall the ~~bar~~credit inrisks ~~Alaska~~associated ~~and~~with ~~Washington~~the ~~and~~advertising ~~received~~activities and a ~~Bachelor~~net fixed percentage of ~~Arts~~the ~~degree~~related inrevenues ~~English~~are ~~Literature~~remitted into ~~1984~~the ~~and~~Partnership, awhich ~~law~~are ~~degree~~recorded as net advertising revenues. The Partnership’s operations include $49,058, $63,310, and $60,434, in ~~1987~~payments ~~from~~received under the ~~University~~terms of ~~Puget~~this ~~Sound~~agreement induring ~~Tacoma~~2014, ~~Washington.~~2013, and 2012, respectively.

~~STEVEN M. TANABE (AGE 41). Mr. Tanabe joined Northland as a Financial Analyst in March of 1998 and currently serves as Vice President – Strategic Planning &~~ Management. ~~Mr. Tanabe~~believes isthat ~~responsible~~all ~~for maintaining relationships with program suppliers, assisting with negotiation and compliance~~ of ~~programming supplier agreements and website development. Additional responsibilities include~~ the ~~review~~above ~~and~~transactions ~~development~~are ofon ~~budget~~terms ~~and~~as ~~reporting~~favorable ~~models~~to ~~and~~the ~~other~~Partnership ~~project~~as ~~management~~could ~~functions.~~be ~~Mr. Tanabe~~obtained ~~received his Bachelor of Science in Business Administration with a concentration in Finance~~ from ~~the~~ ~~University~~unaffiliated ofparties ~~Oregon~~for incomparable ~~1994~~goods ~~and~~or ~~his Masters in Business Administration from Seattle University in 2001~~services.

~~RHETA~~As R.disclosed ~~ANGELES~~ in the Partnership's Prospectus (~~AGE~~which ~~38). Ms. Angeles~~has ~~joined~~been ~~Northland~~incorporated inby ~~June~~reference), ~~2000~~certain asconflicts ~~Training~~of ~~and~~interest ~~Personnel~~may ~~Services~~arise ~~Supervisor~~between ~~and~~the ~~currently~~Partnership ~~serves~~and asthe ~~Vice~~General ~~President~~Partner –and ~~Human~~its ~~Resources~~affiliates. ~~She~~ isCertain ~~responsible~~conflicts ~~for~~may ~~recruiting,~~arise ~~employee~~due ~~relations,~~to ~~benefits~~ the allocation of management, ~~compliance~~time, ~~assisting~~services inand ~~drafting~~functions ~~policies~~between the Partnership and ~~procedures~~existing and ~~corporate~~future ~~administration~~partnerships as well as other business ventures. ~~Prior~~ The General Partner has sought to ~~joining~~minimize ~~Northland,~~these Msconflicts by allocating costs between systems on a reasonable basis. ~~Angeles~~ ~~worked~~Each ~~for~~limited ~~two~~partner ~~years~~may ashave access to the ~~Training~~books ~~Manager~~and ~~for~~non-confidential ~~Hyatt~~records ~~International~~of ~~Hotels~~the ~~located~~Partnership. inA review of the ~~Northern Marianas~~books ~~Islands~~will allow a limited partner to assess the reasonableness of these allocations. ~~She~~ ~~graduated~~The ~~from~~Agreement ~~Hawaii~~of ~~Pacific~~Limited ~~University~~Partnership ~~and~~provides ~~holds~~that any limited partner owning 10% or more of the Partnership units may call a ~~Bachelor~~special meeting of ~~Science~~the Limited Partners, by giving written notice to the General Partner specifying in ~~Business~~general ~~Administration~~terms ~~with~~the subjects to be considered. In the event of a ~~double~~dispute ~~major~~between inthe ~~Human~~General ~~Resources~~Partner and ~~Computer~~Limited ~~Information~~Partners, ~~Systems.~~which cannot be otherwise resolved, the Agreement of Limited Partnership provides steps for the removal of a General Partner by the Limited Partners.

Table Of Contents

~~Table~~(b) ofCERTAIN ~~Contents~~BUSINESS RELATIONSHIPS. None. (c) INDEBTEDNESS OF MANAGEMENT. None.

~~Audit~~ITEM ~~Committee~~14. ~~and~~PRINCIPAL ~~Financial~~ACCOUNTANT ~~Expert.~~FEES AND SERVICES

~~The~~Aggregate ~~Northland~~fees ~~board~~for ofprofessional ~~directors~~services ~~consists~~rendered ofby ~~three~~KPMG ~~individuals,~~LLP ~~whom also serve on the NTC board of directors. Together, the NTC and the Northland boards of directors serve as the oversight body~~ for the ~~Partnership.~~fiscal ~~The~~years ~~Northland~~ended ~~and~~December ~~NTC boards do not have a separate audit committee; instead~~31, ~~all~~2014 ~~members perform the function of an audit committee. The Northland~~ and ~~NTC~~2013 ~~boards of directors also do not~~ have abeen ~~“financial~~allocated ~~expert”~~by asmanagement ~~defined in applicable SEC rules, as it believes that the background~~ and ~~financial sophistication of its members~~ are ~~sufficient~~set toforth ~~fulfill the duties of such “financial expert”~~below.

Code of Ethics

~~The~~ Audit ~~Partnership~~fees ~~does~~for ~~not~~the ~~currently~~fiscal ~~have~~years aended ~~code~~December ~~of ethics. The Partnership has only 11 employees and the Northland executives~~31, ~~together~~2014 ~~with the NTC~~ and ~~Northland boards~~2013, ~~manage~~were ~~all~~for ~~oversight~~professional ~~functions. With~~services sorendered ~~few~~for ~~employees,~~the ~~none~~audits of ~~whom have executive oversight responsibilities,~~ the Partnership’s ~~does~~financial ~~not~~statements ~~believe~~for ~~that~~the ~~developing~~respective ~~and~~years ~~adopting a code of ethics is necessary. Northland~~ and ~~NTC~~for ~~also~~quarterly doreview ~~not have a code~~ of ~~ethics;~~the ~~but~~financial ~~will~~statements ~~consider whether~~included ~~adopting~~in athe ~~code~~Partnership’s ofQuarterly ~~ethics~~Reports ison ~~appropriate.~~Form 10-Q.

~~ITEM 11.~~Policy ~~EXECUTIVE~~on ~~COMPENSATION~~Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The ~~Partnership~~Board ~~does~~of ~~not~~Director’s ~~have~~of ~~executive officers. However, compensation was paid to~~ the General Partner’s ~~and~~parent ~~affiliates~~pre-approves ~~during~~all ~~2013~~audit ~~as indicated~~services inprovided ~~Note~~by 5the toindependent ~~the~~auditors ~~Notes~~prior to ~~Financial~~the ~~Statements—December~~engagement ~~31,~~of ~~2013~~the ~~(see~~independent ~~Items~~auditors 15with ~~(a) and~~respect 13to ~~(a) below)~~such services.

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~~ITEM 12.~~PART ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~ IV

~~(a)~~ITEM ~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~15. ~~Security~~EXHIBITS, ~~ownership~~FINANCIAL ofSTATEMENT ~~management~~SCHEDULES, asAND ofREPORTS ~~December~~ON ~~31,~~FORM ~~2013~~8-K ~~is as follows:~~

TITLE OF CLASS		NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS
	SEQUENTIALLY NUMBERED PAGE
General Partner’s Interest		Northland Communications Corporation	(See Note A)	(See Note A)
(a) FINANCIAL STATEMENTS:
		101 Stewart Street, Suite 700 Seattle, Washington 98101
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets—December 31, 2014 and 2013	F-2
Statements of Operations for the years ended December 31, 2014, 2013 and 2012	F-3
Statements of Changes in Partners' Capital (Deficit) for the years ended December 31, 2014, 2013 and 2012	F-4
Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012	F-5
Notes to Financial Statements—December 31, 2014 and 2013	F-6

~~Note~~(b) AREPORTS ON FORM 8-K: ~~Northland~~Form ~~has~~8-K filed on January 7, 2014, disclosing a 1%filing ~~interest~~with inthe Secretary of State of the ~~Partnership,~~State ~~which~~of ~~increases~~Washington an amendment to aits ~~20%~~Amended ~~interest~~and inRestated ~~the Partnership~~Agreement atof ~~such~~Limited ~~time~~Partnership asto extend the ~~limited~~term ~~partners~~of ~~have~~the ~~received~~Partnership ~~100%~~from ofDecember ~~their~~31, ~~aggregate~~2013 ~~cash~~to ~~contributions~~December ~~plus~~31, a2014 ~~preferred~~(the ~~return~~“Amendment”). The ~~natural~~Amendment ~~person~~was ~~who~~approved ~~exercises~~at ~~voting~~a ~~and/or~~special ~~investment~~meeting ~~control~~of ~~over~~limited ~~these~~partners ~~interests~~on isDecember ~~John~~17, S2013. ~~Whetzell.~~

(b) CHANGES IN CONTROL.

(c) EXHIBITS:
4.1	Amended and Restated Agreement of Limited Partnership (1)

4.2	Amendment to Agreement of Limited Partnership dated December 20, 1990 (4)

10.1	Agreement of Purchase and Sale with Santiam Cable Vision, Inc. (1)

10.2	Agreement for Sale of Assets between Valley Cable T.V., Inc. and Northland Telecommunications Corporation (1)

10.3	Form of Services and Licensing Agreement with Cable Television Billing, Inc. (1)

10.4	Management Agreement with Northland Communications Corporation (1)

10.5	First, Second and Third Amendment to Agreement of Purchase and Sale with Santiam Cable Vision, Inc. (1)

10.6	Operating Management Agreement with Northland Cable Properties Seven Limited Partnership (1)

10.7	Assignment and Transfer Agreement with Northland Telecommunications Corporation for the purchase of the LaConner System (2)

10.8	Gates Franchise (1)

10.9	Stayton Franchise(1)

10.10	Mill City Franchise (1)

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~~None.~~ (c) EXHIBITS:

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

10.11	Detroit Franchise (1)

10.12	Idanha Franchise (1)

10.13	Lyons Franchise (1)

10.14	Marion County Franchise (1)

10.15	Turner Franchise (1)

10.19	Amendment dated August 4, 1989 to Revolving Credit and Term Loan Agreement with Security Pacific Bank of Washington, N.A.(3)

10.20	Revolving Credit and Term Loan Agreement with National Westminster Bank USA dated as of December 20, 1990 (4)

10.21	Note in the principal amount of up to $7,000,000 to the order of National Westminster Bank USA (4)

10.22	Borrower Assignment with National Westminster Bank USA (4)

10.23	Borrower Security Agreement with National Westminster Bank USA (4)

10.24	Agreement of Purchase and Sale with TCI Cablevision of Nevada, Inc. (4)

10.25	First Amendment dated May 28, 1992 to Revolving Credit and Term Loan Agreement with National Westminster Bank USA (5)

10.26	Franchise Agreement with the City of Turner, OR effective March 21, 1991 (5)

10.27	Franchise Agreement with the City of Lyons, OR effective April 8, 1991 (5)

10.28	Franchise Agreement with the City of Idanha, OR effective November 3, 1992 (5)

10.29	Agreement of Purchase with Alabama Television Cable Company (6)

10.30	Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank of Washington, National Association and West One Bank, Washington dated November 10, 1994 (6)

10.31	Franchise Agreement with City of Aliceville, AL - Assignment and Assumption Agreement dated July 26, 1994 (7)

10.32	Franchise Agreement with City of Carrollton, AL - Assignment and Assumption Agreement dated August 16, 1994 (7)

10.33	Franchise Agreement with City of Eutaw, AL - Assignment and Assumption Agreement dated July 26, 1994 (7)

10.34	Franchise Agreement with City of Gordo, AL - Assignment and Assumption Agreement dated August 1, 1994 (7)

10.35	Franchise Agreement with Greene County, AL - Assignment and Assumption Agreement dated November 10, 1994 (7)

10.36	Franchise Agreement with Town of Kennedy, AL - Assignment and Assumption Agreement dated August 15, 1994 (7)

10.37	Franchise Agreement with Lamar County, AL - Assignment and Assumption Agreement dated August 8, 1994 (7)

10.38	Franchise Agreement with City of Marion, AL - Assignment and Assumption Agreement dated August 1, 1994 (7)

10.39	Franchise Agreement with Town of Millport, AL - Assignment and Assumption Agreement dated August 18, 1994 (7)

10.40	Franchise Agreement with Pickens County, AL - Assignment and Assumption Agreement dated July 26, 1994 (7)

10.41	Franchise Agreement with Town of Pickensville, AL - Assignment and Assumption Agreement dated August 2, 1994 (7)

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(ac) ~~TRANSACTIONS WITH MANAGEMENT AND OTHERS.~~ EXHIBITS:

Management Fees

10.42	Franchise Agreement with City of Reform, AL - Assignment and Assumption Agreement dated August 1, 1994 (7)

10.43	Asset Purchase and Sale Agreement between SCS Communications and Security, Inc. and Northland Cable Properties Eight Limited Partnership dated April 14, 1995 (8)

10.44	Asset Purchase Agreement between Northland Cable Properties Eight Limited Partnership and TCI Cablevision of Georgia, Inc. dated November 17, 1995 (9)

10.45	First Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated March 30, 1998 (10)

10.46	Second Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated June 24, 2002 (11)

10.47	Purchase and Sale Agreement between Northland Cable Properties Eight Limited Partnership and Wave Division Networks, LLC dated October 28, 2002 (12)

10.48	Third Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated February 6, 2003 (13)

10.49	Fourth Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated August 11, 2003 (13)

10.50	Fifth Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated December 10, 2004 (14)

10.51	Purchase and Sale Agreement between Northland Cable Properties Eight Limited Partnership and Granberry H. Ward, III, d/b/a Sky Cablevision of Greene County (14)

10.52	Sixth Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated September 7, 2006 (19)

31 (a)	Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated February 27, 2015 pursuant to section 302 of the Sarbanes-Oxley Act

31 (b)	Certification of Vice President, Controller of Northland Communications Corporation, the General Partner, dated February 27, 2015 pursuant to section 302 of the Sarbanes-Oxley Act

32 (a)	Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated February 27, 2015 pursuant to section 906 of the Sarbanes-Oxley Act

32 (b)	Certification of Vice President, Controller of Northland Communications Corporation, the General Partner, dated February 27, 2015 pursuant to section 906 of the Sarbanes-Oxley Act

99.1	Letter regarding representation of Arthur Andersen, LLP dated April 1, 2002 (20)

101*	The following materials from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Balance Sheets at December 31, 2014 and December 31, 2013, (ii) Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012, (iii) Statements of Changes in Partners’ Capital (Deficit) for the Years Ended December 31, 2014, 2013 and 2012(iv) Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012, and (v) Notes to Financial Statements, tagged as blocks of text.

~~The~~* ~~General~~XBRL ~~Partner~~information ~~receives~~is afurnished ~~fee~~and ~~for~~not ~~managing~~filed ~~the Partnership~~or ~~equal~~a topart 5% of ~~the~~a ~~gross~~registration ~~revenues~~statement ofor ~~the~~prospectus ~~Partnership,~~for ~~excluding~~purposes ~~revenues from the sale~~ of ~~cable~~Sections ~~systems~~11 or ~~franchises.~~12 ~~Management~~of ~~fees~~the ~~charged~~Securities toExchange ~~operations~~Act byof ~~the~~1933, ~~General~~as ~~Partner were $224~~amended,~~381,~~ ~~$210,931,~~is ~~and~~deemed ~~$206,384~~not filed for ~~2013,~~purposes ~~2012,~~of ~~and 2011,~~Section ~~respectively.~~18 ~~Management~~of ~~fees~~the ~~are~~Securities ~~included~~Exchange asAct aof ~~component~~1934, ofas ~~general~~amended, and ~~administrative~~otherwise ~~expenses~~is innot ~~the~~subject ~~accompanying~~to ~~statements~~liability ofunder ~~operations.~~these sections.

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(1)	Incorporated by reference from the Partnership's Form S-1 Registration Statement declared effective on March 16, 1989 (No. 33-25892).

(2)	Incorporated by reference from the Partnership's Form 10-Q Quarterly Report for the period ended June 30, 1989.

(3)	Incorporated by reference from the Partnership's Form 10-K Annual Report for the year ended December 31, 1989.

(4)	Incorporated by reference from the Partnership's Form 10-K Annual Report for the year ended December 31, 1990

(5)	Incorporated by reference from the Partnership's Form 10-K Annual Report for the year ended December 31, 1992.

(6)	Incorporated by reference from the Partnership's Form 8-K dated November 11, 1994.

(7)	Incorporated by reference from the Partnership's Form 10-K Annual Report for the year ended December 31, 1994.

(8)	Incorporated by reference from the Partnership's Form 10-Q Quarterly Report for the period ended March 31, 1995.

(9)	Incorporated by reference from the Partnership's Form 8-K dated January 5, 1996.

(10)	Incorporated by reference from the Partnership's Form 10-K Annual Report for the year ended December 31, 1998.

(11)	Incorporated by reference from the Partnership's Form 10-Q Quarterly Report for the period ended June 30, 2002

(12)	Incorporated by reference from the Partnership's Form 8-K dated March 11, 2003.

(13)	Incorporated by reference from the Partnership's Form 10-Q Quarterly Report for the period ended June 30, 2003

(14)	Incorporated by reference from the Partnership's Form 10-K Annual Report for the fiscal year ended December 31, 2004

(15)	Incorporated by reference from the Partnership's Form 10-K Annual Report for the fiscal year ended December 31, 2005

(16)	Incorporated by reference from the Partnership's Form 8-K dated July 9, 2007.

(17)	Incorporated by reference from the Partnership's definitive proxy statement dated December 19, 2007.

(18)	Incorporated by reference from the Partnership's Form 8-K dated April 4, 2008.

(19)	Incorporated by reference from the Partnership's Form 10-K Annual Report for the fiscal year ended December 31, 2006.

(20)	Incorporated by reference from the Partnership's Form 10-K Annual Report for the fiscal year ended December 31, 2002.

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~~Reimbursements~~ SIGNATURES

~~The~~Pursuant ~~General Partner provides or causes~~ to ~~be provided certain centralized services to~~ the ~~Partnership~~requirements ~~and~~of ~~other~~section ~~affiliated~~13 ~~entities. The General Partner is entitled to reimbursement from the Partnership for various expenses incurred by it~~ or ~~its~~15(d) ~~affiliates on behalf~~ of the ~~Partnership~~Securities ~~allocable~~Exchange toAct ~~its management~~ of ~~the Partnership~~1934, ~~including~~the ~~travel~~registrant ~~expenses,~~has ~~pole~~duly ~~and~~caused ~~site~~this ~~rental,~~report ~~lease~~to ~~payments,~~be ~~legal~~signed ~~expenses,~~on ~~billing~~its ~~expenses,~~behalf ~~insurance, governmental~~by ~~fees~~the ~~and licenses~~undersigned, ~~headquarters’~~thereunto ~~supplies~~duly ~~and expenses, video programming expenses, equipment and vehicle charges, operating salaries and expenses, administrative salaries and expenses, postage, and office maintenance~~authorized.

The amounts billed to the Partnership are based on costs incurred by the General Partner in rendering the services. The costs of certain services are charged directly to the Partnership, based upon the personnel time spent by the employees rendering the service. The cost of other services is allocated to the Partnership and affiliates based upon relative size and revenue. Management believes that the methods used to allocate costs to the Partnership are reasonable. Amounts charged to operations for these services were $287,581, $261,205, and $252,463 for 2013, 2012, and 2011, respectively.

	NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

	By: NORTHLAND COMMUNICATIONS CORPORATION
	(General Partner)


Date: 2-27-15	By	/S/ GARY S. JONES
		Gary S. Jones, Chief Executive Officer

~~The~~Pursuant ~~Partnership~~to ~~has~~the ~~entered~~requirements ~~into~~of ~~operating management agreements with certain affiliates managed by~~ the ~~General~~Securities ~~Partner.~~Exchange ~~Under~~Act ~~the terms~~ of ~~these agreements~~1934, ~~the~~this ~~Partnership~~report orhas anbeen ~~affiliate~~signed ~~serves~~below asby the ~~managing~~following ~~agent~~persons ~~for~~on ~~certain~~behalf ~~cable~~of ~~systems~~the ~~and~~registrant ~~is reimbursed for certain operating~~ and ~~administrative~~in ~~expenses.~~the ~~The~~capacities ~~Partnership’s operations include charges of $58,896, $50,770,~~ and ~~$34,830,~~on ~~net of payments received, under~~ the ~~terms~~dates ~~of these agreements during 2013, 2012, and 2011, respectively~~indicated.

NCSC, an affiliate of the General Partner, was formed to provide billing system support to cable systems owned and managed by the General Partner. In addition NCSC provides technical support associated with the build out and upgrade of Northland affiliated cable systems as well as support for the Partnership’s Internet and telephone services. In 2013, 2012, and 2011, the Partnership’s operations include charges of $116,279, $101,772, $84,534, respectively, for these services. Of this amount, $18,859, $35,753, and $30,216 were capitalized in 2013, 2012, and 2011, respectively, related to the build out and upgrade of cable systems. CAC, a subsidiary of NCSC, manages the development of local advertising as well as billing for video commercial advertisements to be cablecast on Northland affiliated cable systems. CAC retains all the credit risks associated with the advertising activities and a net fixed percentage of the related revenues are remitted to the Partnership, which are recorded as net advertising revenues. The Partnership’s operations include $63,310, $60,434, and $52,423, in payments received under the terms of this agreement during 2013, 2012, and 2011, respectively.

SIGNATURES	CAPACITIES	DATE

/S/ GARY S. JONES	Chief Executive Officer of Registrant; Chief Executive Officer	2-27-15
Gary S. Jones	of Northland Communications Corporation


/S/ RICHARD I. CLARK	Director of Northland Communications Corporation	2-27-15
Richard I. Clark

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~~Management~~Report ~~believes that all~~ of ~~the~~Independent ~~above~~Registered ~~transactions~~Public ~~are~~Accounting ~~on terms as favorable to the Partnership as could be obtained from unaffiliated parties for comparable goods or services.~~ Firm

As disclosed in the Partnership’s Prospectus (which has been incorporated by reference), certain conflicts of interest may arise between the Partnership and the General Partner and its affiliates. Certain conflicts may arise due to the allocation of management time, services and functions between the Partnership and existing and future partnerships as well as other business ventures. The ~~General~~Board ~~Partner has sought to minimize these conflicts by allocating costs between systems on a reasonable basis. Each limited partner may have access to the books and non-confidential records~~ of ~~the~~Directors Partnership. A review of the books will allow a limited partner to assess the reasonableness of these allocations. The Agreement of Limited Partnership provides that any limited partner owning 10% or more of the Partnership units may call a special meeting of the Limited Partners, by giving written notice to the General Partner specifying in general terms the subjects to be considered. In the event of a dispute between the General Partner and ~~Limited Partners, which cannot be otherwise resolved, the Agreement of Limited Partnership provides steps for the removal of a General Partner by the Limited Partners.~~ Stockholders

~~(b)~~Northland ~~CERTAIN~~Cable ~~BUSINESS~~Properties ~~RELATIONSHIPS.~~Eight ~~None.~~Limited Partnership:

We have audited the accompanying balance sheets of Northland Cable Properties Eight Limited Partnership (ca Washington limited partnership) ~~INDEBTEDNESS~~as OFof ~~MANAGEMENT~~December 31, 2014 and 2013, and the related statements of operations, changes in partners’ capital (deficit), and cash flows for each of the years in the three-year period ended December 31, 2014. ~~None~~These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~Table~~We conducted our audits in accordance with the standards of ~~Contents~~the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~ITEM~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Northland Cable Properties Eight Limited Partnership as of December ~~14.~~31, ~~PRINCIPAL~~2014 ~~ACCOUNTANT~~and ~~FEES~~2013, ~~AND~~and ~~SERVICES~~the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

~~Aggregate~~(signed) ~~fees for professional services rendered by~~ KPMG LLP ~~for the fiscal years ended December 31, 2013 and 2012 have been allocated by management and are set forth below.~~

	Year Ended December 31,
	2013		2012
Audit fees	$	170,000	$	170,000
Total	$	170,000	$	170,000

Seattle, Washington
February 27, 2015

Audit fees for the fiscal years ended December 31, 2013 and 2012, were for professional services rendered for the audits of the Partnership’s financial statements for the respective years and for quarterly review of the financial statements included in the Partnership’s Quarterly Reports on Form 10F-Q. 1

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~~Policy~~NORTHLAND onCABLE ~~Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors~~ PROPERTIES

~~The~~EIGHT ~~Board~~LIMITED of Director’s of the General Partner’s parent pre-approves all audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services. PARTNERSHIP

~~Table~~Balance ~~of Contents~~Sheets

~~PART~~December IV31, 2014 and 2013

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

	2014			2013
Assets
Cash	$	87,503			144,373
Accounts receivable (net of allowance of $9,400 and $8,000 in 2014 and 2013)		117,745			101,777
Due from affiliates		6,028			16,613
Prepaid expenses		45,547			44,586

Investment in cable television properties:
Property and equipment		14,367,729			13,918,999
Less accumulated depreciation		(11,642,253	)		(11,289,448	)
		2,725,476			2,629,551
Franchise agreements (net of accumulated amortization of $1,907,136 in 2014 and 2013 (Note 3(c))		394,311			2,292,704
Total investment in cable television properties		3,119,787			4,922,255

Total assets	$	3,376,610			5,229,604
Liabilities and Partners’ Capital (Deficit)
Liabilities:
Accounts payable and accrued expenses	$	586,106			325,181
Due to General Partner and affiliates		233,437			53,163
Deposits		9,515			9,465
Subscriber prepayments		157,694			192,433
Total liabilities		986,752			580,242
Commitments and contingencies
Partners’ capital (deficit):
General Partner:
Contributed capital		1,000			1,000
Accumulated deficit		(57,024	)		(34,496	)
		(56,024	)		(33,496	)
Limited partners:
Contributed capital, net (19,087 units)		8,091,119			8,097,798
Accumulated deficit		(5,645,237	)		(3,414,940	)
		2,445,882			4,682,858
Total liabilities and partners’ capital	$	3,376,610			5,229,604

	SEQUENTIALLYNUMBEREDPAGE
(a) FINANCIAL STATEMENTS:
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets—December 31, 2013 and 2012		F-2
Statements of Operations for the years ended December 31, 2013, 2012 and 2011		F-3
Statements of Changes in Partners’ Capital (Deficit) for the years ended December 31, 2013, 2012 and 2011		F-4
Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011		F-5
Notes to Financial Statements—December 31, 2013 and 2012		F-6

See accompanying notes to financial statements.

~~(b) REPORTS ON FORM 8~~F-K:2

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~~None.~~ NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP Statements of Operations Years ended December 31, 2014, 2013, and 2012

(c) EXHIBITS:
	2014			2013			2012
4.1	Amended and Restated Agreement of Limited Partnership (1)
Revenue (including $49,058, $63,310 and $60,434, received from affiliate in 2014, 2013 and 2012, respectively)	$	4,380,380			4,487,627			4,218,611
4.2	Amendment to Agreement of Limited Partnership dated December 20, 1990 (4)
Expenses:
10.1	Agreement of Purchase and Sale with Santiam Cable Vision, Inc. (1)
Operating / cost of revenue (including $54,597, $56,694, and $60,107, net, paid to affiliates in 2014, 2013, and 2012, respectively), excluding depreciation and amortization expense recorded below		474,479			517,561			482,133
10.2	Agreement for Sale of Assets between Valley Cable T.V., Inc. and Northland Telecommunications Corporation (1)
General and administrative (including $664,102, $556,208, and $491,796, net, paid to affiliates in 2014, 2013, and 2012, respectively)		1,758,596			1,378,004			1,203,434
10.3	Form of Services and Licensing Agreement with Cable Television Billing, Inc. (1)
Programming / cost of revenue (including $84,568, $55,377, and $37,021, net, paid to affiliates in 2014, 2013, and 2012, respectively)		1,921,137			1,817,916			1,675,316
10.4	Management Agreement with Northland Communications Corporation (1)
Depreciation / cost of revenue		563,147			561,266			528,758
10.5	First, Second and Third Amendment to Agreement of Purchase and Sale with Santiam Cable Vision, Inc. (1)
Loss on impairment of franchise agreements		1,898,393			—			—
10.6	Operating Management Agreement with Northland Cable Properties Seven Limited Partnership (1)
Loss (gain) on disposal of assets		17,565			(11,880	)		36,734
10.7	Assignment and Transfer Agreement with Northland Telecommunications Corporation for the purchase of the LaConner System (2)
Operating (loss) income		(2,252,937	)		224,760			292,236
10.8	Gates Franchise (1)
Other income (expense):
10.9	Stayton Franchise(1)
Interest expense and amortization of loan fees		—			(9,310	)		(29,131	)
10.10	Mill City Franchise (1)
Other income		112			157			345
10.11	Detroit Franchise (1)
Net (loss) income	$	(2,252,825	)		215,607			263,450
Allocation of net (loss) income:
General Partner	$	(22,528	)		2,156			2,634
Limited partners		(2,230,297	)		213,451			260,816
Net (loss) income per limited partnership unit		(117	)		11			14

~~Table~~ See ofaccompanying ~~Contents~~notes to financial statements.

(c) EXHIBITS:
10.12		Idanha Franchise (1)
10.13		Lyons Franchise (1)
10.14		Marion County Franchise (1)
10.15		Turner Franchise (1)
10.19		Amendment dated August 4, 1989 to Revolving Credit and Term Loan Agreement with Security Pacific Bank of Washington, N.A.(3)
10.20		Revolving Credit and Term Loan Agreement with National Westminster Bank USA dated as of December 20, 1990 (4)
10.21		Note in the principal amount of up to $7,000,000 to the order of National Westminster Bank USA (4)
10.22		Borrower Assignment with National Westminster Bank USA (4)
10.23		Borrower Security Agreement with National Westminster Bank USA (4)
10.24		Agreement of Purchase and Sale with TCI Cablevision of Nevada, Inc. (4)
10.25		First Amendment dated May 28, 1992 to Revolving Credit and Term Loan Agreement with National Westminster Bank USA (5)
10.26		Franchise Agreement with the City of Turner, OR effective March 21, 1991 (5)
10.27		Franchise Agreement with the City of Lyons, OR effective April 8, 1991 (5)
10.28		Franchise Agreement with the City of Idanha, OR effective November 3, 1992 (5)
10.29		Agreement of Purchase with Alabama Television Cable Company (6)
10.30		Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank of Washington, National Association and West One Bank, Washington dated November 10, 1994 (6)
10.31		Franchise Agreement with City of Aliceville, AL - Assignment and Assumption Agreement dated July 26, 1994 (7)
10.32		Franchise Agreement with City of Carrollton, AL - Assignment and Assumption Agreement dated August 16, 1994 (7)
10.33		Franchise Agreement with City of Eutaw, AL - Assignment and Assumption Agreement dated July 26, 1994 (7)
10.34		Franchise Agreement with City of Gordo, AL - Assignment and Assumption Agreement dated August 1, 1994 (7)
10.35		Franchise Agreement with Greene County, AL - Assignment and Assumption Agreement dated November 10, 1994 (7)
10.36		Franchise Agreement with Town of Kennedy, AL - Assignment and Assumption Agreement dated August 15, 1994 (7)
10.37		Franchise Agreement with Lamar County, AL - Assignment and Assumption Agreement dated August 8, 1994 (7)
10.38		Franchise Agreement with City of Marion, AL - Assignment and Assumption Agreement dated August 1, 1994 (7)
10.39		Franchise Agreement with Town of Millport, AL - Assignment and Assumption Agreement dated August 18, 1994 (7)
10.40		Franchise Agreement with Pickens County, AL - Assignment and Assumption Agreement dated July 26, 1994 (7)
10.41		Franchise Agreement with Town of Pickensville, AL - Assignment and Assumption Agreement dated August 2, 1994 (7)

F-3

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~~Table~~NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP Statements of ~~Contents~~Changes in Partners’ Capital (Deficit) Years ended December 31, 2014, 2013, and 2012

(c) EXHIBITS:
	General			Limited
10.42	Franchise Agreement with City of Reform, AL - Assignment and Assumption Agreement dated August 1, 1994 (7)
	Partner			Partners			Total
10.43	Asset Purchase and Sale Agreement between SCS Communications and Security, Inc. and Northland Cable Properties Eight Limited Partnership dated April 14, 1995 (8)
Balance, December 31, 2011	$	(38,286	)		4,213,311			4,175,025
10.44	Asset Purchase Agreement between Northland Cable Properties Eight Limited Partnership and TCI Cablevision of Georgia, Inc. dated November 17, 1995 (9)
Net income		2,634			260,816			263,450
10.45	First Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated March 30, 1998 (10)
Balance, December 31, 2012	$	(35,652	)		4,474,127			4,438,475
10.46	Second Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated June 24, 2002 (11)
Net income		2,156			213,451			215,607
10.47	Purchase and Sale Agreement between Northland Cable Properties Eight Limited Partnership and Wave Division Networks, LLC dated October 28, 2002 (12)
Distribution to Limited Partners for income taxes paid		-			(4,720	)		(4,720	)
10.48	Third Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated February 6, 2003 (13)
Balance, December 31, 2013	$	(33,496	)		4,682,858			4,649,362
10.49	Fourth Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated August 11, 2003 (13)
Net loss		(22,528	)		(2,230,297	)		(2,252,825	)
10.50	Fifth Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated December 10, 2004 (14)
Distribution to Limited Partners for income taxes paid		-			(6,679	)		(6,679	)
10.51	Purchase and Sale Agreement between Northland Cable Properties Eight Limited Partnership and Granberry H. Ward, III, d/b/a Sky Cablevision of Greene County (14)
Balance, December 31, 2014	$	(56,024	)		2,445,882			2,389,858
10.52	Sixth Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated September 7, 2006 (19)
31 (a)	Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated March 1, 2013 pursuant to section 302 of the Sarbanes-Oxley Act
31 (b)	Certification of President (Principal Financial and Accounting Officer) of Northland Communications Corporation, the General Partner, dated March 1, 2013 pursuant to section 302 of the Sarbanes-Oxley Act
32 (a)	Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated March 1, 2013 pursuant to section 906 of the Sarbanes-Oxley Act
32 (b)	Certification of President (Principal Financial and Accounting Officer) of Northland Communications Corporation, the General Partner, dated March 1, 2013 pursuant to section 906 of the Sarbanes-Oxley Act
99.1	Letter regarding representation of Arthur Andersen, LLP dated April 1, 2002 (20)
101*	The following materials from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Balance Sheets at December 31, 2013 and December 31, 2012, (ii) Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011, (iii) Statements of Changes in Partners’ Capital (Deficit) for the Years Ended December 31, 2013, 2012 and 2011(iv) Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011, and (v) Notes to Financial Statements, tagged as blocks of text.

*See ~~XBRL~~accompanying ~~information~~notes is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Exchange Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to ~~liability~~financial ~~under these sections~~statements.

~~Table of Contents~~F-4

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~~(1)~~NORTHLAND ~~Incorporated~~CABLE byPROPERTIES ~~reference~~EIGHT ~~from~~LIMITED ~~the~~PARTNERSHIP ~~Partnership’s~~Statements ~~Form~~of ~~S-1~~Cash ~~Registration~~Flows ~~Statement~~Years ~~declared~~ended ~~effective~~December on31, ~~March~~2014, 162013, ~~1989~~and ~~(No. 33-25892).~~2012

(2) Incorporated by reference from the Partnership’s Form 10-Q Quarterly Report for the period ended June 30, 1989.

	2014			2013			2012
Cash flows from operating activities:
Net (loss) income	$	(2,252,825	)		215,607			263,450
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation expense		563,147			561,266			528,758
Amortization of loan fees		—			1,007			4,028
(Gain) loss on disposal of assets		(3,323	)		(11,880	)		16,310
Loss on impairment of franchise agreements		1,898,393			—			—
Changes in certain assets and liabilities:
Accounts receivable		(15,968	)		(5,708	)		17,450
Due from affiliates		10,585			26,522			10,208
Prepaid expenses		(961	)		3,332			5,042
Accounts payable and accrued expenses		242,136			49,750			16,845
Due to General Partner and affiliates		63,009			22,234			(15,613	)
Deposits		50			(1,750	)		390
Subscriber prepayments		(34,739	)		8,293			19,621
Net cash provided by operating activities		469,504			868,673			866,489
Cash flows used in investing activities:
Purchase of property and equipment		(544,759	)		(580,534	)		(482,708	)
Proceeds from sale of property		25,064			21,864			500
Insurance proceeds		—			11,790			4,107
Increase in franchise agreements		—			—			(500	)
Net cash used in investing activities		(519,695	)		(546,880	)		(478,601	)
Cash flows used in financing activities:
Principal payments on term loan		—			(553,376	)		(375,000	)
Distribution on behalf of limited partners for tax purposes		(6,679	)		(4,720	)		—
Net cash used in financing activities		(6,679	)		(558,096	)		(375,000	)
(Decrease) increase in cash		(56,870	)		(236,303	)		12,888
Cash, beginning of year		144,373			380,676			367,788
Cash, end of year	$	87,503			144,373			380,676
Supplemental disclosure of cash flow information:
Cash paid during the year for interest	$	—			8,303			31,033
Capital expenditures in accounts payable at December 31, 2014, 2013 and 2012	$	33,640			14,851			32,962
Capital expenditures in due to general partner and affiliates at December 31, 2014, 2013 and 2012	$	95,701			(21,564	)		—

~~(3)~~See ~~Incorporated~~accompanying bynotes ~~reference~~to ~~from~~financial ~~the Partnership’s Form 10-K Annual Report for the year ended December 31, 1989~~statements.

~~(4) Incorporated by reference from the Partnership’s Form 10~~F-~~K Annual Report for the year ended December 31, 1990~~5

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~~(5)~~NORTHLAND ~~Incorporated~~CABLE byPROPERTIES ~~reference from the Partnership’s Form 10-K Annual Report for the year ended December 31, 1992.~~EIGHT

~~(6)~~LIMITED ~~Incorporated by reference from the Partnership’s Form 8-K dated November 11, 1994.~~PARTNERSHIP

~~(7)~~Notes ~~Incorporated~~to byFinancial ~~reference from the Partnership’s Form 10-K Annual Report for the year ended December 31, 1994.~~Statements

~~(8) Incorporated by reference from the Partnership’s Form 10-Q Quarterly Report for the period ended March~~ December 31, ~~1995.~~2014 and 2013

(91) Organization ~~Incorporated~~and ~~by reference from the Partnership~~Partners’s ~~Form 8-K dated January 5, 1996.~~Interests

(10a) Formation ~~Incorporated~~and ~~by reference from the Partnership’s Form 10-K Annual Report for the year ended December 31, 1998.~~Business

Northland Cable Properties Eight Limited Partnership (11the Partnership), ~~Incorporated~~a byWashington ~~reference~~limited ~~from~~partnership, was formed on September 21, 1988, and began operations on March 8, 1989. The Partnership was formed to acquire, develop and operate cable systems. The Partnership offers to residential and business customers traditional cable video programming, Internet services and telephone services on a subscription basis. Currently, the Partnership’s ~~Form~~owns ~~10-Q~~systems ~~Quarterly~~serving ~~Report~~the cities of Aliceville, Alabama and certain surrounding areas, and Swainsboro, Georgia and certain surrounding areas. The Partnership has eleven nonexclusive franchises to operate these cable systems for periods, which will expire at various dates through 2024. Certain affiliates of the ~~period~~Partnership ~~ended~~also ~~June~~own ~~30,~~and ~~2002~~operate other cable systems.

Northland Communications Corporation (12the General Partner or Northland) ~~Incorporated~~manages bythe ~~reference~~operations ~~from~~and is General Partner of the Partnership’s ~~Form~~under ~~8-K~~the ~~dated~~terms ~~March~~of 11a Partnership Agreement which will expire on December 31, ~~2003~~2016. The Amendment to extend the term of the Partnership from December 31, 2013, to December 31, 2016, was approved at a special meeting of the limited partners on December 17, 2013.

~~(13)~~The ~~Incorporated~~Partnership byis ~~reference~~subject ~~from~~to ~~the~~certain ~~Partnership’s~~risks ~~Form~~as ~~10-Q~~a ~~Quarterly~~cable, ~~Report~~Internet ~~for~~and ~~the~~telephone ~~period~~operator. ~~ended~~These ~~June~~include 30competition from alternative technologies (i.e., ~~2003~~satellite), requirements to renew its franchise agreements and availability of capital.

(14b) Contributed ~~Incorporated~~Capital, byCommissions, ~~reference~~and ~~from~~Offering ~~the Partnership’s Form 10-K Annual Report for the fiscal year ended December 31, 2004~~Costs

~~(15)~~The ~~Incorporated~~capitalization byof ~~reference~~the ~~from~~Partnership is set forth in the ~~Partnership~~accompanying statements of changes in partners’s ~~Form~~capital ~~10-K~~(deficit). ~~Annual~~No ~~Report~~limited ~~for~~partner ~~the~~is ~~fiscal~~obligated ~~year~~to ~~ended~~make ~~December~~any ~~31,~~additional ~~2005~~contribution.

~~(16)~~Northland ~~Incorporated~~contributed by$1,000 ~~reference~~to ~~from~~acquire ~~the~~its ~~Partnership’s~~1% ~~Form~~interest ~~8-K~~in ~~dated~~the ~~July 9, 2007~~Partnership.

(172) Basis ~~Incorporated~~of ~~by reference from the Partnership’s definitive proxy statement dated December 19, 2007.~~Presentation

~~(18)~~The ~~Incorporated~~preparation byof ~~reference~~financial ~~from~~statements in conformity with accounting principles generally accepted in the ~~Partnership’s~~United ~~Form~~States ~~8-K~~of ~~dated~~America ~~April~~requires 4management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, ~~2008~~and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(193) Summary ~~Incorporated~~of bySignificant ~~reference~~Accounting ~~from the Partnership’s Form 10-K Annual Report for the fiscal year ended December 31, 2006.~~Policies

(20a) Accounts ~~Incorporated by reference from the Partnership’s Form 10-K Annual Report for the fiscal year ended December 31, 2002.~~Receivable

~~Table~~Accounts receivable consist primarily of ~~Contents~~amounts due from customers for cable or advertising services provided by the Partnership, and are net of an allowance for doubtful accounts of $9,400 and $8,000 at December 31, 2014 and 2013, respectively.

~~SIGNATURES~~ F-6

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~~Pursuant~~NORTHLAND toCABLE ~~the~~PROPERTIES ~~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.~~ EIGHT

LIMITED PARTNERSHIP

~~Pursuant~~Notes to ~~the~~Financial ~~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.~~ Statements

SIGNATURES	CAPACITIES	DATE
/S/ JOHN S. WHETZELL John S. Whetzell	Chief executive officer of registrant; chief executive officer and chairman of the board of directors of Northland Communications Corporation	2-28-14
/S/ JOHN E. IVERSON John E. Iverson	Secretary and Director of Northland Communications Corporation	2-28-14
/S/ RICHARD I. CLARK Richard I. Clark	Director of Northland Communications Corporation	2-28-14

December 31, 2014 and 2013

~~Table~~(b) Property ofand ~~Contents~~Equipment

~~Report~~Property and equipment are recorded at cost. Costs of ~~Independent~~additions ~~Registered~~and ~~Public~~substantial ~~Accounting~~improvements, ~~Firm~~ which include materials, labor and indirect costs associated with the construction of cable transmission and distribution facilities, are capitalized. Indirect costs include employee salaries and benefits, travel, and other costs. These costs are estimated based on historical information and analysis. The Partnership performs evaluations of these estimates as warranted by events or changes in circumstances.

The ~~Board~~Partnership also capitalizes costs associated with initial customer installations. The costs of ~~Directors~~disconnecting service or reconnecting service to previously installed locations are charged to operating expense in the period incurred. Costs for repairs and ~~Stockholders~~maintenance are also charged to operating expense, while equipment replacements, including the replacement of drops, are capitalized.

~~Northland~~At ~~Cable~~the ~~Properties~~time ~~Eight~~of ~~Limited~~retirements, ~~Partnership:~~sales, or other dispositions of property, the original cost, and related accumulated depreciation are removed from the respective accounts, and the gains and losses are included in the statements of operations.

WeDepreciation ~~have audited the accompanying balance sheets~~ of ~~Northland~~property ~~Cable Properties Eight Limited Partnership (a Washington limited partnership) as of December 31, 2013~~ and ~~2012,~~equipment ~~and~~is ~~the~~calculated ~~related~~using ~~statements of operations, changes in partners’ capital (deficit), and cash flows for each of~~ the ~~years in the three~~straight-~~year~~line ~~period~~method ~~ended~~over ~~December 31, 2013. These financial statements are~~ the ~~responsibility~~following ofestimated ~~the~~service ~~Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.~~ lives:

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Buildings	20 years
Distribution plant	10 years
Other equipment	5 – 20 years

InThe ~~our~~Partnership ~~opinion,~~evaluates the ~~financial~~depreciation ~~statements~~periods ~~referred to above present fairly, in all material respects, the financial position~~ of ~~Northland~~property ~~Cable Properties Eight Limited Partnership as of December 31, 2013~~ and ~~2012,~~equipment ~~and~~to ~~the~~determine ~~results~~whether ofevents ~~its~~or ~~operations~~circumstances ~~and~~warrant ~~its~~revised ~~cash~~estimates ~~flows for each~~ of ~~the~~useful ~~years in the three-year period ended December 31, 2013, in conformity with U~~lives.~~S. generally accepted accounting principles.~~

~~KPMG~~In ~~LLP~~accordance with general accounting standards, long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated.

~~Seattle~~During 2014, ~~Washington~~there was a significant decline in the operating cash flow of the Swainsboro, GA system constituting a triggering event under ASC 360. The Partnership performed step 1 of the impairment test on the property and equipment of its Swainsboro, GA system and determined that the undiscounted cash flows of the system exceeded the carrying value of the property and equipment as of December 31, 2014.

~~February 28,~~(c) Intangible ~~2014~~ Assets

FThe Partnership does not amortize intangible assets determined to have indefinite lives. The Partnership determined that its franchise agreements met the definition of indefinite-1 lived assets due to the history of obtaining franchise renewals, among other considerations. Accordingly, amortization of these assets ceased on December 31, 2001. The Partnership tests these intangibles for impairment annually as of September 30th or on an interim basis if an event occurs or circumstances change that would indicate the assets might be impaired.

~~Table of Contents~~F-7

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NORTHLAND CABLE PROPERTIES EIGHT

~~EIGHT~~ LIMITED PARTNERSHIP

~~Balance~~Notes ~~Sheets~~to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~ 2013

	2013			2012
Assets
Cash	$	144,373			380,676
Accounts receivable (net of allowance of $8,000 and $7,000 in 2013 and 2012)		101,777			96,069
Due from affiliates		16,613			43,135
Prepaid expenses		44,586			47,918
Investment in cable television properties:
Property and equipment		13,918,999			13,450,135
Less accumulated depreciation		(11,289,448	)		(10,821,531	)
		2,629,551			2,628,604
Franchise agreements (net of accumulated amortization of $1,907,136 in 2013 and 2012 (Note 3(c))		2,292,704			2,292,704
Total investment in cable television properties		4,922,255			4,921,308
Loan fees (net of accumulated amortization of $105,380 and $104,373 in 2013 and 2012)		—			1,007
Total assets	$	5,229,604			5,490,113
Liabilities and Partners’ Capital (Deficit)
Liabilities:
Accounts payable and accrued expenses	$	325,181			293,542
Due to General Partner and affiliates		53,163			9,365
Deposits		9,465			11,215
Subscriber prepayments		192,433			184,140
Term loan		—			553,376
Total liabilities		580,242			1,051,638
Commitments and contingencies
Partners’ capital (deficit):
General Partner:
Contributed capital		1,000			1,000
Accumulated deficit		(34,496	)		(36,652	)
		(33,496	)		(35,652	)
Limited partners:
Contributed capital, net (19,087 units)		8,097,798			8,102,518
Accumulated deficit		(3,414,940	)		(3,628,391	)
		4,682,858			4,474,127
Total liabilities and partners’ capital	$	5,229,604			5,490,113

The Partnership tested and determined that the carrying value of the franchise agreements associated with its Swainsboro, Georgia system exceeded such assets fair value as of September 30, 2014. Fair value was determined using discounted system cash flows net of contributory charges for the system’s property and equipment (a Level 3 measurement). The Partnership recognized an impairment loss of $1,898,393 as of September 30, 2014, which resulted in a total impairment of the franchises. This is primarily the result of a significant decrease in estimated future cash flows expected to be generated by the system, which is due to, among other factors, the decline in the number of video subscribers served by the system and increasing competition from providers in market experienced in 2014.

~~See~~The ~~accompanying~~Partnership ~~notes~~determined tothat ~~financial~~there ~~statements~~are no conditions such as obsolescence, regulatory changes, changes in demand, competition, or other factors that would change their indefinite life determination. The Partnership will continue to test these assets for impairment annually as of September 30th, or more frequently as warranted by events or changes in circumstances.

~~F-2~~ (d) Loan Fees

~~Table~~Loan fees were amortized using the straight-line method over periods of ~~Contents~~one to five years. The Partnership recorded amortization expense of $0, $1,007 and $4,028 in 2014, 2013, and 2012, respectively. Loan fees were fully amortized as of June 30, 2013.

~~NORTHLAND~~(e) Self ~~CABLE PROPERTIES~~ Insurance

~~EIGHT~~The ~~LIMITED~~Partnership ~~PARTNERSHIP~~began self-insuring for aerial and underground plant in 1996. Beginning in 1997, the Partnership began making quarterly contributions into an insurance fund maintained by an affiliate which covers all Northland entities and would defray a portion of any loss should the Partnership be faced with a significant uninsured loss. To the extent the Partnership’s losses exceed the fund’s balance, the Partnership would absorb any such loss. If the Partnership were to sustain a material uninsured loss, such reserves could be insufficient to fully fund such a loss. The capital cost of replacing such equipment and physical plant could have a material adverse effect on the Partnership, its financial condition, prospects and debt service ability.

~~Statements~~Amounts paid to the affiliate, which maintains the fund for the Partnership and its affiliates, are expensed as incurred and are included in the statements of ~~Operations~~operations. To the extent a loss has been incurred related to risks that are self-insured, the Partnership records an operating loss, net of any amounts to be drawn from the fund. In 2014, 2013, and 2012, the Partnership was required to make contributions and was charged $0, $0, and $1,632, respectively, by the fund. Management suspended contributions during 2012 based on its assessment that the current balance would be sufficient to meet potential claims. As of December 31, 2014 and 2013, the fund (related to all Northland entities) had a balance of $666,998 and $740,022, respectively. Amounts paid from the fund related to all Northland entities were $74,130, $9,226, and $168,481, in 2014, 2013, and 2012, respectively. Of this amount the Partnership received $0, $9,226 and $19,218 in 2014, 2013 and 2012, respectively.

~~Years ended December 31, 2013, 2012, and 2011~~ F-8

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	2013			2012			2011
Revenue (including $63,310, $60,434 and $52,423, received from affiliate in 2013, 2012 and 2011, respectively)	$	4,487,627			4,218,611			4,127,680
Expenses:
Operating / cost of revenue (including $56,694, $60,107, and $50,544, net, paid to affiliates in 2013, 2012, and 2011, respectively), excluding depreciation and amortization expense recorded below		517,561			482,133			461,207
General and administrative (including $556,208 $491,796, and $470,171, net, paid to affiliates in 2013, 2012, and 2011, respectively)		1,378,004			1,203,434			1,138,385
Programming / cost of revenue (including $55,377, $37,021, and $27,281, net, paid to affiliates in 2013, 2012, and 2011, respectively)		1,817,916			1,675,316			1,591,055
Depreciation / cost of revenue		561,266			528,758			552,171
Loss on impairment of franchise agreements		—			—			860,000
(Gain) loss on disposal of assets		(11,880	)		36,734			—
System sales transaction costs		—			—			54,440
Operating income (loss)		224,760			292,236			(529,578	)
Other income (expense):
Interest expense and amortization of loan fees		(9,310	)		(29,131	)		(38,106	)
Other income		157			345			582
Escrow proceeds		—			—			65,572
Net income (loss)	$	215,607			263,450			(501,530	)
Allocation of net income (loss):
General Partner	$	2,156			2,634			(5,015	)
Limited partners		213,451			260,816			(496,515	)
Net income (loss) per limited partnership unit		11			14			(26	)

NORTHLAND CABLE PROPERTIES EIGHT

~~See~~LIMITED ~~accompanying notes to financial statements.~~ PARTNERSHIP

~~F-3~~ Notes to Financial Statements

~~Table~~December 31, of2014 ~~Contents~~and 2013

~~NORTHLAND~~(f) Revenue ~~CABLE PROPERTIES~~ Recognition

~~EIGHT~~Cable ~~LIMITED~~service ~~PARTNERSHIP~~revenue, including service and maintenance, is recognized in the month service is provided to customers. Advance payments on services to be rendered are recorded as subscriber prepayments. Revenues resulting from the sale of local spot advertising are recognized when the related advertisements or commercials appear before the public. Local spot advertising revenues earned were $61,789, $71,351, and $72,081, in 2014, 2013, and 2012 respectively.

~~Statements of Changes in Partners’ Capital~~ (~~Deficit~~g) Marketing Costs

~~Years~~The ~~ended~~Partnership ~~December 31~~expenses marketing costs as they are incurred. Marketing costs attributable to operations were $56,993, ~~2013~~$38,418, ~~2012~~and $23,060 in 2014, 2013, and ~~2011~~2012, respectively.

	GeneralPartner			LimitedPartners			Total
Balance, December 31, 2010	$	(33,271	)		4,709,826			4,676,555
Net loss		(5,015	)		(496,515	)		(501,530	)
Balance, December 31, 2011	$	(38,286	)		4,213,311			4,175,025
Net income		2,634			260,816			263,450
Balance, December 31, 2012	$	(35,652	)		4,474,127			4,438,475
Net income		2,156			213,451			215,607
Distribution declared to Limited Partners for income taxes		—			(4,720	)		(4,720	)
Balance, December 31, 2013	$	(33,496	)		4,682,858			4,649,362

(h) Segment Reporting

~~See~~The ~~accompanying~~Partnership ~~notes~~manages toits ~~financial~~business ~~statements~~and makes operating decisions at the operating segment level. The Partnership follows general standards of operating segment aggregation, reporting business activities under a single reportable segment, telecommunications services. Additionally, all of its activities take place in the United States of America.

~~F-4~~ (i) Concentration of Credit Risk

~~Table~~The Partnership is subject to concentrations of ~~Contents~~credit risk from cash investments on deposit at various financial institutions that at times exceed insured limits by the Federal Deposit Insurance Corporation. This exposes the Partnership to potential risk of loss in the event the institution becomes insolvent.

~~NORTHLAND~~(4) Income ~~CABLE PROPERTIES~~ Allocation

~~EIGHT~~As ~~LIMITED~~defined ~~PARTNERSHIP~~in the limited partnership agreement, the General Partner is allocated 1% and the limited partners are allocated 99% of partnership net income, net losses, deductions and credits until such time as the limited partners receive aggregate cash distributions equal to their aggregate capital contributions, plus the limited partners’ preferred return. Thereafter, the General Partner will be allocated 20% and the limited partners will be allocated 80% of partnership net income, net losses, deductions, and credits. Cash distributions will be allocated in accordance with the net income and net loss percentages then in effect. Prior to the General Partner receiving cash distributions for any year, the limited partners must receive cash distributions in an amount equal to the lesser of (i) 50% of the limited partners’ allocable share of net income for such year or (ii) the federal income tax payable on the limited partners’ allocable share of net income on the then highest marginal federal income tax rate applicable to such net income.

~~Statements~~The limited partners’ total initial contributions to capital were $9,568,500 ($500 per limited partnership unit), offset by offering costs and limited partnership unit repurchases through the end of ~~Cash~~December 31, ~~Flows~~2014. The Partnership has made no cash distributions to the limited partners as of December 31, 2014.

~~Years ended December 31, 2013, 2012, and 2011~~ F-9

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	2013			2012			2011
Cash flows from operating activities:
Net income (loss)	$	215,607			263,450			(501,530	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense		561,266			528,758			552,171
Amortization of loan fees		1,007			4,028			4,028
Escrow proceeds		—			—			(65,572	)
(Gain) loss on disposal of assets		(11,880	)		16,310			—
Loss on impairment of franchise agreement		—			—			860,000
Changes in certain assets and liabilities:
Accounts receivable		(5,708	)		17,450			(25,615	)
Due from affiliates		26,522			10,208			(5,560	)
Prepaid expenses		3,332			5,042			9,143
Accounts payable and accrued expenses		49,750			16,845			(30,746	)
Due to General Partner and affiliates		22,234			(15,613	)		(4,981	)
Deposits		(1,750	)		390			575
Subscriber prepayments		8,293			19,621			839
Net cash provided by operating activities		868,673			866,489			792,752
Cash flows used in investing activities:
Purchase of property and equipment		(580,534	)		(482,708	)		(485,901	)
Proceeds from sale of property		21,864			500			—
Escrow proceeds		—			—			65,572
Insurance proceeds		11,790			4,107			—
Increase in franchise agreements		—			(500	)		—
Net cash used in investing activities		(546,880	)		(478,601	)		(420,329	)
Cash flows used in financing activities:
Principal payments on term loan		(553,376	)		(375,000	)		(225,000	)
Distribution on behalf of limited partners for tax purposes		(4,720	)		—			—
Net cash used in financing activities		(558,096	)		(375,000	)		(225,000	)
(Decrease) increase in cash		(236,303	)		12,888			147,423
Cash, beginning of year		380,676			367,788			220,365
Cash, end of year	$	144,373			380,676			367,788
Supplemental disclosure of cash flow information:
Cash paid during the year for interest	$	8,303			31,033			31,471
Capital expenditures in accounts payable at December 31, 2013, 2012 and 2011	$	14,851			32,962			39,171
Capital expenditures in due to general partner and affiliates at December 31, 2013, 2012 and 2011	$	21,564			—			—

NORTHLAND CABLE PROPERTIES EIGHT

~~See~~LIMITED ~~accompanying notes to financial statements.~~ PARTNERSHIP

~~F-5~~ Notes to Financial Statements

~~Table~~December 31, of2014 ~~Contents~~and 2013

~~NORTHLAND~~(5) Transactions ~~CABLE~~with ~~PROPERTIES~~the ~~EIGHT~~General Partner and Affiliates

~~LIMITED~~(a) Management ~~PARTNERSHIP~~ Fees

~~Notes~~The General Partner receives a fee for managing the Partnership equal to ~~Financial~~5% ~~Statements~~of the gross revenues of the Partnership, excluding revenues from the sale of cable systems or franchises. Management fees charged by the General Partner were $219,019, $224,381, and $210,931 for 2014, 2013, and 2012, respectively. Management fees are included as a component of general and administrative expenses in the accompanying statements of operations. The Partnership has deferred payment of management fees for the fourth quarter of 2014 and will continue to defer management fees through 2015 to meet its obligations related to the settlement of a legal claim in September 2014.

~~December 31, 2013 and 2012~~ (b) Reimbursements

~~(1)~~The ~~Organization~~General Partner provides or causes to be provided certain centralized services to the Partnership and ~~Partners~~other affiliated entities. The General Partner is entitled to reimbursement from the Partnership for various expenses incurred by it or its affiliates on behalf of the Partnership allocable to its management of the Partnership, including travel expenses, pole and site rental, lease payments, legal expenses, billing expenses, insurance, governmental fees and licenses, headquarters’ ~~Interests~~supplies and expenses, pay television expenses, equipment and vehicle charges, operating salaries and expenses, administrative salaries and expenses, postage, and office maintenance.

~~(a)~~The ~~Formation~~amounts billed to the Partnership are based on costs incurred by the General Partner and ~~Business~~its affiliates in rendering the services. The costs of certain services are charged directly to the Partnership, based upon the personnel time spent by the employees rendering the service. The cost of other services is allocated to the Partnership and affiliates based upon relative size and revenue. Management believes that the methods used to allocate costs to the Partnership are reasonable. Amounts charged for these services were $387,444, $287,581, and $261,205 for 2014, 2013, and 2012, respectively.

~~Northland~~The ~~Cable~~Partnership ~~Properties~~has ~~Eight~~entered ~~Limited~~into ~~Partnership~~operating ~~(the Partnership),~~management aagreements ~~Washington~~with ~~limited~~certain ~~partnership,~~affiliates ~~was~~managed ~~formed~~by onthe ~~September 21,~~General ~~1988,~~Partner. ~~and~~Under ~~began~~the ~~operations~~terms onof ~~March 8~~these agreements, ~~1989.~~the ~~The~~ Partnership ~~was~~or ~~formed~~an toaffiliate ~~acquire,~~serves ~~develop~~as ~~and~~the ~~operate~~managing ~~cable~~agent ~~systems.~~for ~~The~~certain ~~Partnership~~cable ~~offers~~systems ~~to residential~~ and ~~business~~is ~~customers~~reimbursed ~~traditional~~for ~~cable~~certain ~~video~~operating ~~programming, Internet services~~ and ~~telephone~~administrative ~~services on a subscription basis~~expenses. ~~Currently,~~The ~~the~~ Partnership’s ~~owns~~operations ~~systems~~include ~~serving~~charges ~~the cities~~ of ~~Aliceville~~$38,438, ~~Alabama and certain surrounding areas~~$58,896, and ~~Swainsboro~~$50,770, ~~Georgia~~net ~~and~~of ~~certain~~payments ~~surrounding~~received, ~~areas.~~under ~~The~~the ~~Partnership~~terms ~~has~~of ~~eleven nonexclusive franchises to operate~~ these ~~cable~~agreements ~~systems~~during ~~for periods~~2014, ~~which~~2013, ~~will expire at various dates through 2019. Certain affiliates of the Partnership also own~~ and ~~operate~~2012, ~~other cable systems~~respectively.

Northland ~~Communications~~Cable Service Corporation (NCSC), an affiliate of the General Partner, orwas ~~Northland)~~formed ~~manages~~to ~~the~~provide ~~operations~~billing system support to cable systems owned and ismanaged by the General Partner. ofIn ~~the~~addition ~~Partnership~~NCSC ~~under~~provides technical support associated with the ~~terms~~build out and upgrade of aNorthland affiliated cable systems as well as support for the Partnership’s ~~Agreement~~high ~~which~~speed ~~will~~Internet ~~expire~~and ~~on December 31,~~telephone ~~2016~~services. ~~The~~In ~~Amendment~~2014, to2013, ~~extend~~and 2012, the ~~term~~Partnership’s operations include charges of ~~the~~$173,589, ~~Partnership~~$116,279, ~~from~~$101,772, ~~December 31~~respectively, for these services. Of this amount, $15,223, $18,859, and $35,753 were capitalized in 2014, 2013, and 2012, respectively, related to ~~December 31~~the build out and upgrade of cable systems. Cable Ad Concepts (CAC), ~~2016~~a subsidiary of NCSC, ~~was~~manages ~~approved~~the atdevelopment of local advertising as well as billing for video commercial advertisements to be cablecast on Northland affiliated cable systems. CAC retains all the credit risks associated with the advertising activities and a ~~special~~net ~~meeting~~fixed percentage of the ~~limited~~related ~~partners~~revenues onare ~~December 17~~remitted to the Partnership, ~~2013~~which are recorded as net advertising revenues. The Partnership’s operations include $49,058, $63,310, and $60,434, in payments received under the terms of this agreement during 2014, 2013, and 2012, respectively.

The Partnership is subject to certain risks as a cable, Internet and telephone operator. These include competition from alternative technologies (i.e., satellite), requirements to renew its franchise agreements, availability of capital and compliance with term loan covenants. F-10

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~~(b)~~NORTHLAND ~~Contributed~~CABLE ~~Capital,~~PROPERTIES ~~Commissions, and Offering Costs~~EIGHT

~~The~~LIMITED ~~capitalization of the Partnership is set forth in the accompanying statements of changes in partners’ capital (deficit). No limited partner is obligated to make any additional contribution.~~ PARTNERSHIP

~~Northland~~Notes ~~contributed $1,000~~ to ~~acquire~~Financial ~~its 1% interest in the Partnership.~~ Statements

~~(2)~~December 31, ~~Basis~~2014 ofand ~~Presentation~~2013

~~The~~(c) Due preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from ~~those estimates.~~ Affiliates

~~(3)~~ The ~~Summary~~receivable offrom ~~Significant~~affiliates ~~Accounting~~consists ~~Policies~~of the following:

(a) Accounts Receivable

	December 31
	2014		2013
Reimbursable operating costs		25		0
Other amounts due from affiliates, net		6,003		16,613
	$	6,028		16,613

~~Accounts~~(d) Due ~~receivable~~to ~~consist~~General ~~primarily~~Partner ~~of amounts due from customers for cable or advertising services provided by the Partnership,~~ and ~~are net of an allowance for doubtful accounts of $8,000 and $7,000 at December 31, 2013 and 2012, respectively.~~ Affiliates

~~F-6~~ The payable to the General Partner and affiliates consists of the following:

	December 31
	2014		2013
Management fees	$	50,501		18,369
Reimbursable operating costs		81,428		69,478
Other amounts due to General Partner and affiliates, net		101,508		(34,684	)
	$	233,437		53,163

~~NORTHLAND CABLE PROPERTIES EIGHT~~ F-11

Table Of Contents

~~LIMITED~~NORTHLAND ~~PARTNERSHIP~~CABLE PROPERTIES EIGHT

~~Notes~~LIMITED ~~to Financial Statements~~ PARTNERSHIP

~~December 31,~~Notes ~~2013~~to ~~and~~Financial ~~2012~~ Statements

~~(b)~~December 31, ~~Property~~2014 and ~~Equipment~~2013

(6) Property and equipment are recorded at cost. Costs of additions and substantial improvements, which include materials, labor and indirect costs associated with the construction of cable transmission and distribution facilities, are capitalized. Indirect costs include employee salaries and benefits, travel, and other costs. These costs are estimated based on historical information and analysis. The Partnership performs evaluations of these estimates as warranted by events or changes in circumstances. Equipment

~~The~~Property Partnership also capitalizes costs associated with initial customer installations. The costs of disconnecting service or reconnecting service to previously installed locations are charged to operating expense in the period incurred. Costs for repairs and ~~maintenance are also charged to operating expense, while~~ equipment ~~replacements,~~consists ~~including~~of the ~~replacement of drops, are capitalized.~~ following:

At the time of retirements, sales, or other dispositions of property, the original cost, and related accumulated depreciation are removed from the respective accounts, and the gains and losses are included in the statements of operations.

	December 31
	2014			2013
Land and buildings	$	54,451			54,451
Distribution plant		13,477,626			13,094,310
Other equipment		811,755			768,678
Construction in progress		23,897			1,560
		14,367,729			13,918,999
Accumulated depreciation		(11,642,253	)		(11,289,448	)
Property and equipment, net of accumulated depreciation	$	2,725,476			2,629,551

~~Depreciation~~(7) Accounts ofPayable ~~property~~ and ~~equipment~~Accrued ~~is calculated using the straight-line method over the following estimated service lives:~~ Expenses

Buildings			20 years
Distribution plant			10 years
Other equipment			5 – 20 years

Accounts payable and accrued expenses consist of the following:

The Partnership evaluates the depreciation periods of property and equipment to determine whether events or circumstances warrant revised estimates of useful lives.

	December 31
	2014		2013
Accounts payable	$	29,618		31,868
Program license fees		193,693		158,460
Pole rental		33,990		31,364
Franchise fees		28,676		32,463
Copyright fees		5,346		5,346
Accrued legal fees and expenses		216,523		12,296
Other		78,260		53,384
	$	586,106		325,181

In(8) Term accordance with general accounting standards, long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated. Loan

~~(c)~~The ~~Intangible~~Partnership’s ~~Assets~~term loan matured and was paid in full on July 1, 2013.

~~The~~(9) Income Partnership does not amortize intangible assets determined to have indefinite lives. The Partnership determined that its franchise agreements met the definition of indefinite lived assets due to the history of obtaining franchise renewals, among other considerations. Accordingly, amortization of these assets ceased on December 31, 2001. The Partnership tests these intangibles for impairment annually as of September 30th or on an interim basis if an event occurs or circumstances Taxes

~~F-7~~ Income taxes payable have not been recorded in the accompanying financial statements because they are obligations of the partners. The federal and state income tax returns of the Partnership are prepared and filed by the General Partner.

~~Table of Contents~~F-12

Table Of Contents

NORTHLAND CABLE PROPERTIES EIGHT

LIMITED PARTNERSHIP

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~ 2013

~~change~~The ~~that~~tax ~~would~~returns, ~~indicate~~the qualification of the ~~assets~~Partnership ~~might~~as besuch ~~impaired~~for tax purposes, and the amount of distributable partnership income or loss are subject to examination by federal and state taxing authorities. ~~The~~If such examinations result in changes with respect to the Partnership’s ~~test~~qualification ~~for~~or ~~impairment~~in ~~that~~changes ~~was~~with ~~performed~~respect asto ofthe ~~September 30,~~income ~~2013~~or ~~indicated~~loss, ~~that~~ the ~~fair~~tax ~~value~~liability of the ~~assets’~~ ~~exceeded~~partners ~~their~~would ~~carrying~~likely ~~value.~~be changed accordingly.

There was no taxable income allocated to the Limited Partners in 2014. The Limited Partners were allocated taxable income in 2013. State income taxes of $6,679 were paid in 2014 by the Partnership ~~determined~~on ~~that~~behalf ~~there~~of ~~are~~the noLimited ~~conditions~~Partners ~~such~~and have been recorded as ~~obsolescence, regulatory~~a ~~changes,~~reduction ~~changes~~of Limited Partner’s capital. The Limited Partners were allocated taxable income in ~~demand,~~2012. ~~competition~~State income taxes of $4,720 orwere ~~other~~paid ~~factors~~in ~~that~~2013 ~~would~~by ~~change~~the ~~their~~Partnership ~~indefinite~~on ~~life~~behalf ~~determination~~of the Limited Partners and have been be recorded as a reduction of Limited Partner’s capital. The Partnership ~~will~~agreement ~~continue~~provides that tax losses may not be allocated to ~~test~~the ~~these~~Limited ~~assets~~Partners ~~for~~if ~~impairment~~such ~~annually~~loss asallocation ofwould ~~September 30th~~create a deficit in the Limited Partners’ Capital Account. Such excess losses are reallocated to the General Partner (Reallocated Limited Partner Losses). In subsequent years, or100% ~~more~~of ~~frequently~~the ~~as warranted~~Partnership’s bynet ~~events~~income oris ~~changes~~allocated to the General Partner until the General Partner has been allocated net income in ~~circumstances.~~amounts equal to the Reallocated Limited Partner Losses.

~~During~~The ~~the~~Partnership ~~third~~follows ~~quarter~~FASB ofASC ~~2011~~740 ~~the~~(previously ~~Partnership~~FIN ~~received~~No. 48, anAccounting ~~offer~~for ~~to purchase~~Uncertainty ~~its~~in ~~cable~~Income ~~systems~~Taxes), ~~constituting~~which aclarifies ~~triggering~~the ~~event~~accounting ~~under~~for ~~ASC~~uncertainty ~~350~~in income taxes recognized in the financial statements. ~~The~~This ~~Partnership~~pronouncement ~~tested~~prescribes ~~and~~a ~~determined~~recognition ~~that~~threshold ~~the~~and ~~carrying~~measurement ~~value~~process offor ~~the~~recording ~~franchise~~in ~~agreements~~the ~~associated~~financial ~~with~~statements ~~its~~uncertain ~~systems~~tax ~~exceeded~~positions ~~such~~taken ~~assets’~~or ~~fair~~expected ~~value~~to asbe ~~of September 30,~~taken ~~2011.~~in ~~This~~a ~~was~~filer’s ~~primarily~~tax ~~the~~return. ~~result~~FASB ofASC ~~the~~740 ~~offer~~also ~~price~~provides toguidance ~~purchase~~on ~~the~~derecognition, ~~Partnership’s~~classification, ~~cable~~interest ~~systems~~and ~~being~~penalties, ~~lower~~accounting ~~than~~in ~~their~~interim ~~net~~periods ~~book~~and ~~values.~~disclosure Asrequirements afor ~~result,~~uncertain ~~the~~tax positions. The Partnership ~~recognized~~had anno ~~estimated~~unrecognized ~~impairment~~tax ~~loss~~benefits as of ~~$860~~December 31,~~000~~ ~~in 2011.~~2014 and 2013.

(d10) Commitments ~~Loan~~and ~~Fees~~Contingencies

~~Loan fees~~(a) Lease were amortized using the straight-line method over periods of one to five years. The Partnership recorded amortization expense of $1,007, $4,028, and $4,028 in 2013, 2012, and 2011, respectively. Loan fees were fully amortized as of June 30, 2013. Arrangements

~~(e)~~The ~~Self~~Partnership ~~Insurance~~leases certain office facilities and other sites under leases accounted for as operating leases. Rental expense related to these leases was $16,725, $15,540, and $15,630 in 2014, 2013, and 2012, respectively. Minimum lease payments through the end of the lease terms are as follows:

The Partnership began self-insuring for aerial and underground plant in 1996. Beginning in 1997, the Partnership began making quarterly contributions into an insurance fund maintained by an affiliate which covers all Northland entities and would defray a portion of any loss should the Partnership be faced with a significant uninsured loss. To the extent the Partnership’s losses exceed the fund’s balance, the Partnership would absorb any such loss. If the Partnership were to sustain a material uninsured loss, such reserves could be insufficient to fully fund such a loss. The capital cost of replacing such equipment and physical plant could have a material adverse effect on the Partnership, its financial condition, prospects and debt service ability.

2015		5,000
2016		5,000
2017		5,000
2018		5,000
2019		5,000
Thereafter		20,000
	$	45,000

~~Amounts~~The ~~paid to the affiliate, which maintains the fund for the~~ Partnership ~~and~~also ~~its~~rents ~~affiliates,~~utility ~~are~~poles ~~expensed as incurred and are included~~ in ~~the~~its ~~statements of~~ operations. ToGenerally, ~~the~~pole ~~extent~~rentals ~~a loss has been incurred related to risks that~~ are ~~self-insured,~~based ~~the~~on ~~Partnership~~pole ~~records~~usage anand ~~operating~~cancelable ~~loss,~~on ~~net~~short ~~of any amounts to be drawn from the fund. In 2013~~notice, ~~2012,~~ ~~and~~but ~~2011,~~ the Partnership ~~was~~anticipates ~~required~~that tosuch ~~make~~rentals ~~contributions~~will ~~and was charged $0, $1,632, and $12,566, respectively, by the fund~~recur. ~~Management~~Rent ~~suspended~~expense ~~contributions~~incurred ~~during~~for ~~2012~~pole ~~based~~rentals onfor ~~its assessment that~~ the ~~current~~years ~~balance~~ended ~~would be sufficient to meet potential claims. As of~~ December 31, ~~2013 and 2012~~2014, ~~the fund (related to all Northland entities) had a balance of $740~~2013,~~022~~ and ~~$748,007,~~2012 ~~respectively.~~was ~~Amounts paid from the fund related to all Northland entities were~~ $9108,~~226~~095, ~~$168,481,~~ ~~and~~ $~~101~~107,~~620~~336, ~~in 2013, 2012,~~ and ~~2011, respectively. Of this amount the Partnership received~~ $9121,~~226~~902, ~~$19,218 and $0 in 2013, 2012 and 2011,~~ respectively.

F-8 13

Table Of Contents

~~Table~~NORTHLAND ofCABLE ~~Contents~~PROPERTIES EIGHT

~~NORTHLAND~~LIMITED ~~CABLE PROPERTIES EIGHT~~ PARTNERSHIP

~~LIMITED~~Notes ~~PARTNERSHIP~~to Financial Statements

~~Notes~~December 31, to2014 ~~Financial~~and ~~Statements~~ 2013

~~December 31, 2013 and 2012~~ (11) Litigation

~~(f)~~In ~~Revenue~~September ~~Recognition~~2014, the Partnership settled a legal claim made by a former employee. Under the terms of the settlement, the Partnership will pay $150,000 in damages, fees and costs. Pursuant to the settlement agreement, the Partnership entered into a security agreement to grant a security interest in all of the assets of the Partnership to secure the obligations. As of December 31, 2014, the Partnership has paid $50,000 of the settlement fee and the remaining balance of $100,000 is included in accounts payable and accrued expenses of the accompanying financial statements. In addition, the Partnership incurred approximately $216,848 in legal fees and travel expenses associated with the defense of this claim, of which approximately $177,057, $39,791, $0 was incurred for the years ended December 31, 2014, 2013 and 2012, respectively. The Partnership has recorded both the settlement and the associated legal fees as general and administrative expenses in the accompanying financial statements.

~~Cable~~The ~~service~~Partnership ~~revenue, including service and maintenance,~~ is ~~recognized~~party ~~in the month service is provided~~ to ~~customers.~~other ~~Advance~~ordinary ~~payments~~and ~~on services~~routine tolitigation beproceedings ~~rendered~~that are ~~recorded~~incidental asto ~~subscriber~~the ~~prepayments~~Partnership’s business. ~~Revenues~~Management ~~resulting~~believes ~~from~~that the ~~sale~~outcome of ~~local~~all ~~spot~~pending ~~advertising~~legal ~~are~~proceedings ~~recognized~~will ~~when~~not, ~~the~~individually ~~related advertisements~~ or ~~commercials~~in ~~appear before~~ the ~~public.~~aggregate, ~~Local~~have ~~spot~~a ~~advertising~~material ~~revenues~~adverse ~~earned were~~effect ~~$71,351,~~on ~~$72,081,~~the ~~and $57~~Partnership,~~132,~~ inits ~~2013,~~financial ~~2012,~~statements ~~and~~or ~~2011 respectively~~prospects.

(g12) ~~Marketing Costs~~ Liquidity

The Partnership's ~~expenses~~primary ~~marketing~~source ~~costs~~of asliquidity ~~they~~is ~~are~~cash ~~incurred~~flow provided by operations. ~~Marketing~~As ~~costs~~a ~~attributable~~result toof ~~operations~~the ~~were~~aforementioned ~~$38,418,~~legal ~~$23~~settlement,~~060,~~ the Partnership has deferred payment of management fees for the fourth quarter of 2014 and ~~$17,798~~ inwill ~~2013~~continue to defer management fees and other payments to affiliates, ~~2012~~if necessary, along with actively reducing its capital expenditures for 2015 to satisfy these obligations and ~~2011~~to cover future operating costs and working capital needs over the next twelve-month period. In the normal course of operations during 2015, ~~respectively~~the General Partner and its affiliates have represented to the Partnership that they will not call the amounts deferred by the Partnership.

(h13) Solicitation ~~Segment~~of ~~Reporting~~Interest from Potential Buyers

~~The~~In July 2014, the Partnership ~~manages~~engaged ~~its~~a ~~business~~nationally ~~and~~recognized ~~makes~~brokerage ~~operating~~firm ~~decisions~~to atassess and market the ~~operating~~Partnership’s ~~segment~~assets ~~level~~for a potential sale. ~~The~~Eight ~~Partnership~~potential ~~follows~~buyers ~~general standards~~expressed ofinterest ~~operating~~and ~~segment~~were ~~aggregation,~~sent ~~reporting~~a ~~business~~Confidential ~~activities~~Information ~~under~~Memorandum aon ~~single~~the ~~reportable~~Partnership’s ~~segment~~systems. In the end, ~~telecommunications~~all ~~services~~interested parties declined to submit bids. ~~Additionally~~Accordingly, ~~all~~management ofexpects ~~its~~to ~~activities~~manage ~~take~~the ~~place~~Partnership’s insystems for the ~~United~~remaining ~~States~~partnership duration with the possibility of ~~America~~again offering the systems for sale in 2015.

(i14) Recent ~~Concentration~~Accounting ~~of Credit Risk~~Pronouncements

~~The~~In ~~Partnership~~May is2014, ~~subject~~the FASB and the International Accounting Standards Board updated the accounting guidance related to ~~concentrations~~revenue ofrecognition. ~~credit~~The ~~risk~~updated ~~from~~accounting ~~cash~~guidance ~~investments~~provides ona ~~deposit~~single, atcontract-based ~~various~~revenue recognition model to help improve financial ~~institutions~~reporting ~~that~~by atproviding ~~times~~guidance ~~exceed~~on ~~insured~~when ~~limits~~an entity should recognize revenue, and by reducing the ~~Federal~~number ~~Deposit~~of ~~Insurance Corporation~~standards to which entities have to refer. ~~This~~The ~~exposes~~updated accounting guidance will be effective for the Partnership toon ~~potential~~January ~~risk~~1, of2017, ~~loss~~and early adoption is not permitted. The updated accounting guidance allows for either a full retrospective adoption or modified retrospective adoption. The Partnership is currently in the ~~event~~process of determining the ~~institution~~impact ~~becomes~~that ~~insolvent~~the updated accounting guidance will have on its financial statements and its method of adoption.

~~(j) Fair Value of Financial Instruments~~ F-14

We measure certain financial assets and financial liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the inputs used to determine fair value. These levels are:

• Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 - quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active.

• Level 3 - significant inputs are unobservable for the asset or liability.

The following table summarizes the balances of assets and liabilities measured at fair value on a recurring basis at December 31, 2013.

		Total				Level 1				Level 2				Level 3
Cash		$	144,373			$	144,373			$	0			$	0

F-9

NORTHLAND CABLE PROPERTIES EIGHT

LIMITED PARTNERSHIP

Notes to Financial Statements

December 31, 2013 and 2012

The following table summarizes the balances of assets and liabilities measured at fair value on a recurring basis at December 31, 2012.

		Total				Level 1				Level 2				Level 3
Cash		$	380,676			$	380,676			$	0			$	0

(4) Income Allocation

As defined in the limited partnership agreement, the General Partner is allocated 1% and the limited partners are allocated 99% of partnership net income, net losses, deductions and credits until such time as the limited partners receive aggregate cash distributions equal to their aggregate capital contributions, plus the limited partners’ preferred return. Thereafter, the General Partner will be allocated 20% and the limited partners will be allocated 80% of partnership net income, net losses, deductions, and credits. Cash distributions will be allocated in accordance with the net income and net loss percentages then in effect. Prior to the General Partner receiving cash distributions for any year, the limited partners must receive cash distributions in an amount equal to the lesser of (i) 50% of the limited partners’ allocable share of net income for such year or (ii) the federal income tax payable on the limited partners’ allocable share of net income on the then highest marginal federal income tax rate applicable to such net income.

The limited partners’ total initial contributions to capital were $9,568,500 ($500 per limited partnership unit), offset by offering costs and limited partnership unit repurchases through the end of December 31, 2013. The Partnership has made no cash distributions to the limited partners as of December 31, 2013.

(5) Transactions with the General Partner and Affiliates

(a) Management Fees

The General Partner receives a fee for managing the Partnership equal to 5% of the gross revenues of the Partnership, excluding revenues from the sale of cable systems or franchises. Management fees charged by the General Partner were $224,381, $210,931, and $206,384 for 2013, 2012, and 2011, respectively. Management fees are included as a component of general and administrative expenses in the accompanying statements of operations.

(b) Reimbursements

The General Partner provides or causes to be provided certain centralized services to the Partnership and other affiliated entities. The General Partner is entitled to reimbursement from the Partnership for various expenses incurred by it or its affiliates on behalf of the Partnership allocable to its management of the Partnership, including travel expenses, pole and site rental, lease payments, legal expenses, billing expenses, insurance, governmental fees and licenses, headquarters’ supplies and expenses, pay television expenses, equipment and vehicle charges, operating salaries and expenses, administrative salaries and expenses, postage, and office maintenance.

F-10

NORTHLAND CABLE PROPERTIES EIGHT

LIMITED PARTNERSHIP

Notes to Financial Statements

December 31, 2013 and 2012

The amounts billed to the Partnership are based on costs incurred by the General Partner and its affiliates in rendering the services. The costs of certain services are charged directly to the Partnership, based upon the personnel time spent by the employees rendering the service. The cost of other services is allocated to the Partnership and affiliates based upon relative size and revenue. Management believes that the methods used to allocate costs to the Partnership are reasonable. Amounts charged for these services were $287,581, $261,205, and $252,463 for 2013, 2012, and 2011, respectively.

The Partnership has entered into operating management agreements with certain affiliates managed by the General Partner. Under the terms of these agreements, the Partnership or an affiliate serves as the managing agent for certain cable systems and is reimbursed for certain operating and administrative expenses. The Partnership’s operations include charges of $58,896, $50,770, and $34,830, net of payments received, under the terms of these agreements during 2013, 2012, and 2011, respectively.

Northland Cable Service Corporation (NCSC), an affiliate of the General Partner, was formed to provide billing system support to cable systems owned and managed by the General Partner. In addition NCSC provides technical support associated with the build out and upgrade of Northland affiliated cable systems as well as support for the Partnership’s high speed Internet and telephone services. In 2013, 2012, and 2011, the Partnership’s operations include charges of $116,279, $101,772, $84,534, respectively, for these services. Of this amount, $18,859, $35,753, and $30,216 were capitalized in 2013, 2012, and 2011, respectively, related to the build out and upgrade of cable systems. Cable Ad Concepts (CAC), a subsidiary of NCSC, manages the development of local advertising as well as billing for video commercial advertisements to be cablecast on Northland affiliated cable systems. CAC retains all the credit risks associated with the advertising activities and a net fixed percentage of the related revenues are remitted to the Partnership, which are recorded as net advertising revenues. The Partnership’s operations include $63,310, $60,434, and $52,423, in payments received under the terms of this agreement during 2013, 2012, and 2011, respectively.

The receivable from affiliates consists of the following:

	December 31
	2013		2012
Reimbursable operating costs		0		(9,738	)
Other amounts due from affiliates, net		16,613		52,873
	$	16,613		43,135

F-11

NORTHLAND CABLE PROPERTIES EIGHT

LIMITED PARTNERSHIP

Notes to Financial Statements

December 31, 2013 and 2012

(d) Due to General Partner and Affiliates

The payable to the General Partner and affiliates consists of the following:

	December 31
	2013			2012
Management fees	$	18,369			72
Reimbursable operating costs		69,478			10,410
Other amounts due to General Partner and affiliates, net		(34,684	)		(1,117	)
	$	53,163			9,365

(6) Property and Equipment

Property and equipment consists of the following:

	December 31
	2013			2012
Land and buildings	$	54,451			54,451
Distribution plant		13,094,310			12,688,818
Other equipment		768,678			675,841
Construction in progress		1,560			31,025
		13,918,999			13,450,135
Accumulated depreciation		(11,289,448	)		(10,821,531	)
Property and equipment, net of accumulated depreciation	$	2,629,551			2,628,604

F-12

NORTHLAND CABLE PROPERTIES EIGHT

LIMITED PARTNERSHIP

Notes to Financial Statements

December 31, 2013 and 2012

(7) Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	December 31
	2013		2012
Accounts payable	$	31,868		42,997
Program license fees		158,460		133,290
Pole rental		31,364		31,064
Franchise fees		32,463		34,341
Copyright fees		5,346		5,346
Other		65,680		46,504
	$	325,181		293,542

(8) Term Loan

The Partnership’s term loan matured and was paid in full on July 31, 2013.

(9) Income Taxes

Income taxes payable have not been recorded in the accompanying financial statements because they are obligations of the partners. The federal and state income tax returns of the Partnership are prepared and filed by the General Partner.

The tax returns, the qualification of the Partnership as such for tax purposes, and the amount of distributable partnership income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes with respect to the Partnership’s qualification or in changes with respect to the income or loss, the tax liability of the partners would likely be changed accordingly.

The Limited Partners were allocated taxable income in 2013. State income taxes of $6,679 are expected to be paid in 2014 by the Partnership on behalf of the Limited Partners and will be recorded as a reduction of Limited Partner’s capital. The Limited Partners were allocated taxable income in 2012. State income taxes of $4,720 were paid in 2013 by the Partnership on behalf of the Limited Partners and have been be recorded as a reduction of Limited Partner’s capital. There was no taxable income allocated to the Limited Partners in 2011. The Partnership agreement provides that tax losses may not be allocated to the Limited Partners if such loss allocation would create a deficit in the Limited Partners’ Capital Account. Such excess losses are reallocated to the General Partner (Reallocated Limited Partner Losses). In subsequent years, 100% of the Partnership’s net income is allocated to the General Partner until the General Partner has been allocated net income in amounts equal to the Reallocated Limited Partner Losses.

The Partnership follows FASB ASC 740 (previously FIN No. 48, Accounting for Uncertainty in Income Taxes), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements. This pronouncement prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a filer’s tax return. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements for uncertain tax positions. The Partnership had no unrecognized tax benefits as of December 31, 2013 and 2012.

F-13

NORTHLAND CABLE PROPERTIES EIGHT

LIMITED PARTNERSHIP

Notes to Financial Statements

December 31, 2013 and 2012

(10) Commitments and Contingencies

(a) Lease Arrangements

The Partnership leases certain office facilities and other sites under leases accounted for as operating leases. Rental expense related to these leases was $15,540, $15,630, and $14,482 in 2013, 2012, and 2011, respectively. Minimum lease payments through the end of the lease terms are as follows:

2014		1,680
2015		1,200
2016		1,200
2017		1,200
2018		1,200
Thereafter		74,700
	$	81,180

The Partnership also rents utility poles in its operations. Generally, pole rentals are based on pole usage and cancelable on short notice, but the Partnership anticipates that such rentals will recur. Rent expense incurred for pole rentals for the years ended December 31, 2013, 2012, and 2011 was $107,336, $121,902, and $111,070, respectively.

(11) Escrow Proceeds and Potential Sale of Systems

On July 5, 2007, Northland Cable Properties Eight Limited Partnership executed a purchase and sale agreement (the “Agreement”) to sell the operating assets and franchise rights of its remaining cable systems serving the communities of Aliceville, Alabama and Swainsboro, Georgia to Green River Media and Communications, LLC (“Green River”), an unaffiliated third party. The transaction was expected to close by the end of March 2008. To secure their performance under the Agreement, Green River deposited $75,000 into escrow (the “Escrow Deposit”), which was intended to be credited to the purchase price at closing. Closing of this transaction would have resulted in the liquidation of the Partnership.

On March 31, 2008, the Partnership notified Green River of its termination of the Agreement. Green River disputed the right of the Partnership to terminate the Agreement. The parties reached a final settlement in the first quarter of 2011. As a result of the settlement, the Partnership received proceeds and accrued interest of $65,572 from the Escrow Deposit. The escrow proceeds were recorded as other income during the first quarter of 2011.

Fees for legal and accounting activities in connection with the potential sale of the Partnership’s systems amounted to $54,440 for 2011, and have been expensed as incurred within system sales transaction costs in the accompanying statement of operations.

F-14

Year Ended December 31,

Audit fees

Filing Compare · NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP