Esi Tractebel Acquisition 10-Q 2007 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-Q
	[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2007 OR [    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number	Exact name of registrants as specified in their charters, State of organization, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
333-52397	ESI TRACTEBEL ACQUISITION CORP. (a Delaware corporation)	65-0827005
333-52397-01	NORTHEAST ENERGY, LP (a Delaware limited partnership)	65-0811248
c/o FPL Energy, LLC 700 Universe Boulevard Juno Beach, Florida 33408 (561) 691-7171
Indicate by check mark whether the registrants (1) have 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 and (2) have been subject to such filing requirements for the past 90 days. Yes [   ] No [X]
Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Securities Exchange Act. (Check one) Large accelerated filers [   ]          Accelerated filers [   ]          Non-accelerated filers [X]
Indicate by check mark whether the registrants are shell companies as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes  [   ]    No  [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of October 31, 2007, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
This combined Form 10-Q represents separate filings by ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP). Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to the other registrant. The registrants make no representations whatsoever as to ESI Tractebel Funding Corp. (Funding Corp.), and Acquisition Corp. makes no representations whatsoever as to Northeast Energy Associates, a limited partnership (NEA) or North Jersey Energy Associates, a limited partnership (NJEA, and collectively with NEA the Partnerships).

FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "believe," "could," "estimated," "may," "plan," "potential," "projection," "target," "outlook") are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on the Acquisition Corp.'s and/or NE LP's (together, the regist rants) operations and financial results, and could cause Acquisition Corp.'s and/or NE LP's actual results to differ materially from those contained in forward-looking statements made by or on behalf of either of the registrants in this combined Form 10-Q, in presentations, or in response to questions or otherwise.
·	The registrants are subject to complex laws and regulations and to changes in laws and regulations as well as changing governmental policies and regulatory actions, including initiatives regarding deregulation and restructuring of the energy industry and environmental matters, including, but not limited to, matters related to the effects of climate change.
·	A substantial portion of the output from the Partnerships' power generation facilities is sold under long-term power purchase agreements to a limited number of power purchasers, which creates a concentration of counterparty risk. The remaining output from the power generation facilities is sold in the merchant markets based on market conditions at the time of sale, and the amount and timing of revenues to be received from the merchant markets in the future is uncertain.
·	The operation and maintenance of power generation facilities involves significant risks that could adversely affect the results of operations and financial condition of the registrants.
·	The use of derivative contracts by NE LP and the Partnerships in the normal course of business could result in financial losses that negatively impact the results of operations of the registrants.
·	The competitive energy business is subject to risks, many of which are beyond the control of the registrants, that may reduce the revenues and adversely impact the results of operations and financial condition of the registrants.
·	Weather affects the registrants' results of operations.
·	The registrants are subject to costs and other effects of legal proceedings as well as changes in or additions to applicable tax laws, rates or policies, rates of inflation, accounting standards, securities laws and corporate governance requirements.
·	Threats of terrorism and catastrophic events that could result from terrorism may impact the operations of the registrants in unpredictable ways.
·	The registrants' ability to obtain insurance and the terms of any available insurance coverage could be affected by national, state or local events and registrant-specific events.
·	The registrants are substantially leveraged and subject to restrictive covenants that limit additional borrowings, and the registrants' ability to fund principal and interest payments as well as capital expenditures depend on the future performance of the Partnerships.
·	All obligations of the Partnerships are non-recourse to the owners of the registrants.
These and other risk factors are included in Part I, Item 1A. Risk Factors of the registrants' Annual Report on Form 10-K for the year ended December 31, 2006 (2006 Form 10-K).
Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which such statement is made. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

						September 30, 2007		December 31, 2006
ASSETS
Current assets:
	Cash and cash equivalents					$	109,293	$	84,125
	Accounts receivable						63,873		100,636
	Spare parts inventories						4,668		4,574
	Fuel inventories						8,963		10,034
	Prepaid expenses and other current assets						5,024		5,290
				Total current assets			191,821		204,659
Non-current assets:
		Deferred debt issuance costs (net of accumulated amortization of $5,663 and $5,307, respectively)					1,296		1,653
		Land					4,712		4,712
		Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $184,796 and $170,338, respectively)					337,377		349,592
		Power purchase agreements (net of accumulated amortization of $594,195 and $533,127, respectively)					347,162		408,229
		Other assets					5,462		6,213
					Total non-current assets		696,009		770,399
TOTAL ASSETS						$	887,830	$	975,058
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	52,911	$	80,342
	Current portion of note payable - the Acquisition Corp.						22,000		28,600
	Current portion of note payable - affiliate						3,514		3,375
	Accrued interest payable						8,362		19,247
	Accounts payable						5,666		1,830
	Due to related parties						10,483		23,472
	Other accrued expenses						12,070		24,641
			Total current liabilities				115,006		181,507
Non-current liabilities:
		Deferred revenue					42,016		24,100
		Notes payable - the Funding Corp.					145,740		171,640
		Note payable - the Acquisition Corp.					138,600		149,600
		Note payable - affiliate					12,429		14,227
		Energy bank and other liabilities					152		1,621
		Lease payable					443		554
					Total non-current liabilities		339,380		361,742
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						8,668		8,636
	Limited partners						424,776		423,173
			Total partners' equity				433,444		431,809
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	887,830	$	975,058

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2006 Form 10-K for NE LP and Subsidiaries.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

				Three Months Ended September 30,						Nine Months Ended September 30,
				2007			2006				2007			2006
REVENUES				$	106,434		$	109,991		$	249,224		$	278,247
COSTS AND EXPENSES:
	Fuel (net of fuel sales)				37,282			22,602			53,986			19,799
	Operations and maintenance				3,855			3,948			10,282			13,096
	Depreciation and amortization				25,623			24,603			76,104			73,469
	General and administrative				2,210			2,778			7,036			7,773
			Total costs and expenses		68,970			53,931			147,408			114,137
OPERATING INCOME					37,464			56,060			101,816			164,110
OTHER EXPENSE (INCOME):
		Amortization of debt issuance costs			120			132			357			390
		Interest expense			8,497			10,705			27,269			34,283
		Interest income			(618	)		(558	)		(1,935	)		(1,676	)
		Loss on disposal of assets			-			-			593			-
			Total other expense - net		7,999			10,279			26,284			32,997
NET INCOME				$	29,465		$	45,781		$	75,532		$	131,113

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,
				2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	175,012		$	145,820
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(3,357	)		(2,506	)
		Net cash used in investing activities		(3,357	)		(2,506	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payments on the Funding Corp. notes			(53,331	)		(26,320	)
	Principal payments on the Acquisition Corp. note			(17,600	)		(6,600	)
	Principal payments on the affiliate notes			(1,659	)		(1,531	)
	Distributions to partners			(73,897	)		(94,230	)
		Net cash used in financing activities		(146,487	)		(128,681	)
Net increase in cash and cash equivalents				25,168			14,633
Cash and cash equivalents at beginning of period				84,125			96,055
Cash and cash equivalents at end of period			$	109,293		$	110,688
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	37,728		$	21,589

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2006 Form 10-K for NE LP and Subsidiaries.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
CONDENSED COMBINED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

						September 30, 2007		December 31, 2006
ASSETS
Current assets:
	Cash and cash equivalents					$	89,486	$	70,398
	Accounts receivable						63,873		100,636
	Spare parts inventories						4,668		4,574
	Fuel inventories						8,963		10,034
	Prepaid expenses and other current assets						5,014		5,282
				Total current assets			172,004		190,924
Non-current assets:
		Land					4,712		4,712
		Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $184,796 and $170,338, respectively)					337,377		349,592
		Power purchase agreements (net of accumulated amortization of $594,195 and $533,127, respectively)					347,162		408,229
		Other assets					5,462		6,213
					Total non-current assets		694,713		768,746
TOTAL ASSETS						$	866,717	$	959,670
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	52,911	$	80,342
	Accrued interest payable						4,822		12,129
	Accounts payable						5,666		1,830
	Due to related parties						10,483		23,471
	Other accrued expenses						12,070		15,995
			Total current liabilities				85,952		133,767
Non-current liabilities:
		Deferred revenue					42,016		24,100
		Notes payable - the Funding Corp.					145,740		171,640
		Energy bank and other liabilities					-		1,471
		Lease payable					443		554
					Total non-current liabilities		188,199		197,765
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						5,927		6,282
	Limited partners						586,639		621,856
			Total partners' equity				592,566		628,138
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	866,717	$	959,670

This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2006 Form 10-K for NEA and NJEA.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

CONDENSED COMBINED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

				Three Months Ended September 30,						Nine Months Ended September 30,
				2007			2006			2007			2006
REVENUES				$	106,434		$	109,991		$	249,224		$	278,247
COSTS AND EXPENSES:
	Fuel (net of fuel sales)				37,282			22,602			53,986			19,799
	Operations and maintenance				3,855			3,948			10,282			13,096
	Depreciation and amortization				25,623			24,603			76,104			73,469
	General and administrative				2,210			2,780			7,029			7,763
			Total costs and expenses		68,970			53,933			147,401			114,127
OPERATING INCOME					37,464			56,058			101,823			164,120
OTHER EXPENSE (INCOME):
		Interest expense			4,957			6,705			16,151			22,049
		Interest income			(599	)		(549	)		(1,872	)		(1,632	)
		Loss on disposal of assets			-			-			593			-
			Total other expense - net		4,358			6,156			14,872			20,417
NET INCOME				$	33,106		$	49,902		$	86,951		$	143,703

CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,
			2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	198,299		$	154,060
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(3,357	)		(2,506	)
		Net cash used in investing activities		(3,357	)		(2,506	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes			(53,331	)		(26,320	)
	Distributions to partners			(122,523	)		(126,695	)
		Net cash used in financing activities		(175,854	)		(153,015	)
Net increase / (decrease) in cash and cash equivalents				19,088			(1,461	)
Cash and cash equivalents at beginning of period				70,398			96,047
Cash and cash equivalents at end of period			$	89,486		$	94,586
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	23,031		$	13,355

This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2006 Form 10-K for NEA and NJEA.

ESI TRACTEBEL FUNDING CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

			September 30, 2007		December 31, 2006
ASSETS
Current assets:
	Cash		$	1	$	1
	Interest receivable from the Partnerships			4,822		12,129
	Current portion of notes receivable from the Partnerships			52,911		80,342
		Total current assets		57,734		92,472
Notes receivable from the Partnerships				145,740		171,640
TOTAL ASSETS			$	203,474	$	264,112
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable		$	52,911	$	80,342
	Accrued interest payable			4,822		12,129
		Total current liabilities		57,733		92,471
Debt securities payable				145,740		171,640
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, no par value, 10,000 shares authorized, issued and outstanding			1		1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	203,474	$	264,112

CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Interest income	$	4,822		$	6,064		$	15,724		$	19,419
Interest expense		(4,822	)		(6,064	)		(15,724	)		(19,419	)
NET INCOME	$	-		$	-		$	-		$	-

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2006 Form 10-K for the Funding Corp.

ESI TRACTEBEL FUNDING CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,
			2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from the Partnerships			53,331			26,320
		Net cash provided by investing activities		53,331			26,320
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(53,331	)		(26,320	)
		Net cash used in financing activities		(53,331	)		(26,320	)
Net change in cash				-			-
Cash at beginning of period				1			1
Cash at end of period			$	1		$	1
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	23,031		$	13,355

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2006 Form 10-K for the Funding Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

				September 30, 2007		December 31, 2006
ASSETS
Current assets:
	Interest receivable from NE LP			$	3,208	$	7,119
	Current portion of note receivable from NE LP				22,000		28,600
			Total assets		25,208		35,719
Non-current assets:
	Due from NE LP				152		152
	Note receivable from NE LP				138,600		149,600
			Total non-current assets		138,752		149,752
TOTAL ASSETS				$	163,960	$	185,471
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Income taxes payable			$	40	$	40
	Accrued interest payable				3,208		7,119
	Current portion of debt securities payable				22,000		28,600
		Total current liabilities			25,248		35,759
Non-current liabilities:
	Debt securities payable				138,600		149,600
	Other				31		36
			Total non-current liabilities		138,631		149,636
TOTAL LIABILITIES					163,879		185,395
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding				-		-
	Retained earnings				81		76
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	163,960	$	185,471

CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Interest income	$	3,208		$	3,560		$	10,064		$	10,942
Interest expense		(3,205	)		(3,557	)		(10,056	)		(10,934	)
Income before income taxes		3			3			8			8
Income tax expense		(1	)		(1	)		(3	)		(3	)
NET INCOME	$	2		$	2		$	5		$	5

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2006 Form 10-K for the Acquisition Corp.

ESI TRACTEBEL ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,
			2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from NE LP			17,600			6,600
		Net cash provided by investing activities		17,600			6,600
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(17,600	)		(6,600	)
		Net cash used in financing activities		(17,600	)		(6,600	)
Net change in cash				-			-
Cash at beginning of period				-			-
Cash at end of period			$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	13,975		$	7,382

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2006 Form 10-K for the Acquisition Corp.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
ESI TRACTEBEL FUNDING CORP.
ESI TRACTEBEL ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

The accompanying Condensed Consolidated Financial Statements, Condensed Combined Financial Statements and Condensed Financial Statements should be read in conjunction with the 2006 Form 10-K for the registrants. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Prior year's amounts included in the Condensed Consolidated Financial Statements and the Condensed Combined Financial Statements and the Notes herein have been adjusted to reflect the retrospective application of a Financial Accounting Standards Board (FASB) Staff Position related to planned major maintenance activities adopted by NE LP and the Partnerships effective December 31, 2006. The results of operations for an interim period generally will not give a true indication of results for the year.

1. Combined Statement of Partners' Equity

NEA's and NJEA's general partner (GP) and limited partner (LP) equity balances are comprised of the following:

	NEA						NJEA						Combined
	GP		LP		Total		GP		LP		Total		GP		LP		Total
	(Thousands of Dollars)
Balances, December 31, 2006	$	2,442	$	241,706	$	244,148	$	3,840	$	380,150	$	383,990	$	6,282	$	621,856	$	628,138
Balances, September 30, 2007	$	2,131	$	210,924	$	213,055	$	3,796	$	375,715	$	379,511	$	5,927	$	586,639	$	592,566

The Partnerships (NEA and NJEA) paid distributions to NE LP totaling $122.5 million and $126.7 million for the nine months ended September 30, 2007 and 2006, respectively. NE LP issued distributions totaling $73.9 million and $94.2 million to its partners for the nine months ended September 30, 2007 and 2006, respectively.

2. Accounting for Derivative Instruments and Hedging Activities

Derivative instruments are recorded on NE LP's and the Partnerships' condensed consolidated and combined balance sheets as either an asset or liability (in prepaid expenses and other current assets, other assets and other accrued expenses) measured at fair value in accordance with Statement of Financial Accounting Standards No. (FAS) 133 "Accounting for Derivative Instruments and Hedging Activities," (as amended). NE LP and the Partnerships use derivative instruments (primarily forward purchases and sales, swaps and options) to manage the commodity price risk inherent in fuel and electricity contracts. In addition NE LP and the Partnerships use derivatives to optimize the value of power generation assets.

All changes in the derivatives' fair value (unrealized mark-to-market gains and losses) for power purchases and sales are recognized on a net basis in revenues, and fuel purchases and sales are recognized on a net basis in fuel expense unless hedge accounting is applied. While substantially all of NE LP's and the Partnerships' derivative transactions are entered into for the purposes described above, hedge accounting is only applied where specific criteria are met and it is practicable to do so. In order to apply hedge accounting, the transaction must be designated as a hedge and it must be highly effective in offsetting the hedged risk. Additionally, for hedges of commodity price risk, physical delivery for forecasted commodity transactions must be probable. NE LP and the Partnerships believe that where offsetting positions exist at the same location for the same time, the transactions are considered to have been netted and therefore physical delivery has been deemed not to have occurred for finan cial reporting purposes. Transactions for which physical delivery is deemed not to have occurred are presented on a net basis. Generally, the hedging instrument's effectiveness is assessed utilizing regression analysis at the inception of the hedge and on at least a quarterly basis throughout its life. At September 30, 2007, no cash flow hedges existed at NE LP and the Partnerships. The effective portion of the gain or loss on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income (OCI) and is reclassified into earnings in the period(s) during which the transaction being hedged affects earnings. The ineffective portion of net unrealized gains (losses) on these hedges is reported in earnings in the current period. Settlement gains and losses are included within the line items in the statements of operations to which they relate. There were no net gains/losses on cash flow hedges in comprehensive income for the three and nine months ended September 30, 2007 and 2006. As a result, there were no differences between comprehensive income and net income for the three and nine months ended September 30, 2007 and 2006, respectively.

Unrealized mark-to-market gains on derivative transactions were $2.8 million and $3.9 million for the quarters ended September 30, 2007 and 2006, respectively, and are included in fuel expense (net of fuel sales) on the condensed consolidated and combined statements of operations. Net unrealized mark-to-market (losses) gains on derivative transactions were $(1.6) million and $5.8 million for the nine months ended September 30, 2007 and 2006, respectively, and are included in fuel expense (net of fuel sales) on the condensed consolidated and combined statements of operations. The current portion of the derivative asset is $3.1 million at September 30, 2007 and is included in the condensed combined and consolidated balance sheets under prepaid expenses and other current assets. There was not a non-current component of the derivative asset at September 30, 2007. The current portion of the derivative asset was $4.6 million at December 31, 2006 and is included in the condensed combined and consolid ated balance sheets under prepaid expenses and other current assets. There was not a non-current component of the derivative asset at December 31, 2006.

3. Commitments and Contingencies

The long-term contractual obligations of NE LP and the Partnerships at September 30, 2007 are as follows:

NE LP AND THE PARTNERSHIPS
September 30, 2007
(Thousands of Dollars)

			Total		2007		2008 - 09		2010 - 11		Thereafter
CONTRACTUAL OBLIGATIONS
The Partnerships:
	Funding Corp. debt(a)		$	238,952	$	36,654	$	132,295	$	70,003	$	-
	Operating leases			1,469		74		630		678		87
	Other long-term obligations:
	Administrative agreement(b)			6,750		150		1,200		1,200		4,200
	O&M agreement(b)			13,875		375		3,000		3,000		7,500
	Fuel management agreement(b)			14,625		225		1,800		1,800		10,800
	Steam sales termination agreement(c)			1,038		1,038		-		-		-
	Natural gas, including transportation and storage			50,297		2,626		20,559		18,889		8,223
Total Partnerships				327,006		41,142		159,484		95,570		30,810
NE LP:
	Acquisition Corp. debt(a)			199,536		17,416		69,582		112,538		-
	Affiliate debt(a)			19,059		2,382		9,530		7,147		-
Total NE LP				218,595		19,798		79,112		119,685		-
Total contractual obligations			$	545,601	$	60,940	$	238,596	$	215,255	$	30,810
(a)		Includes principal and interest.
(b)		Represents the minimum obligation under the terms of the agreement. The minimum obligation is subject to an annual inflation factor adjustment, which is excluded from the minimum obligation included in the table.
(c)		Represents the gross amount due under the agreement. Approximately $0.8 million is reimbursed by the New Jersey utility annually under the terms of an amended and restated power purchase agreement.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein (the Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2006 Form 10-K for the registrants. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year.

Results of Operations

NE LP Consolidated and the Partnerships - NE LP's consolidated net income for the three months ended September 30, 2007 was $29.5 million compared to $45.8 million for the same period in 2006, and the Partnerships' net income for the three months ended September 30, 2007 was $33.1 million compared to $49.9 million for the same period in 2006. Net income for the three months ended September 30, 2006 of NE LP and the Partnerships has been adjusted to reflect the retrospective application of a FASB Staff Position related to planned major maintenance activities adopted by NE LP and the Partnerships effective December 31, 2006. Net income decreased for the three months ended September 30, 2007 compared to the same period in 2006 primarily due to lower revenues net of purchased power of $15.7 million resulting from unfavorable pricing under the power purchase agreements during the period, lower energy bank amortization of $10.0 million due to NEA's satisfaction o f the energy bank liability balance in January, 2007, increased fuel expense, net of fuel sales, of $13.3 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, an increase in unrealized mark-to-market losses on derivatives primarily associated with gas storage supply of $1.1 million, and lower margin on gas sales of $0.3 million. These decreases were partially offset by lower purchased power costs of $19.2 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, increases in capacity revenues of $2.2 million, and lower interest expense of $2.2 million due to lower outstanding debt balances.

NE LP's consolidated net income for the nine months ended September 30, 2007 was $75.5 million compared to $131.1 million for the same period in 2006, and the Partnerships' net income for the nine months ended September 30, 2007 was $87.0 million compared to $143.7 million for the same period in 2006. Net income for the nine months ended September 30, 2006 of NE LP and the Partnerships has been adjusted to reflect the retrospective application of a FASB Staff Position related to planned major maintenance activities adopted by NE LP and the Partnerships effective December 31, 2006. Net income decreased for the nine months ended September 30, 2007 compared to the same period in 2006 primarily due to lower revenues net of purchased power of $42.5 million resulting from unfavorable pricing under the power purchase agreements during the period, lower energy bank amortization of $28.9 million due to NEA's satisfaction of the energy bank liability balance in January, 2007, lo wer emissions credit sales of $1.8 million, increased fuel expense, net of fuel sales, of $26.5 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, an increase in unrealized mark-to-market losses on derivatives primarily associated with gas storage supply of $7.4 million, and lower margin on gas sales of $0.4 million. These decreases were partially offset by lower purchased power costs of $34.2 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, increases of $7.9 million and $2.0 million in capacity revenues and ancillary revenues, respectively, lower operations and maintenance expenses of $1.4 million due to lower levels of scheduled facilities maintenance in 2007, and lower interest expense of $7.0 million due to lower outstanding debt balances.

Revenue decreased for the three months ended September 30, 2007 compared to the same period in 2006 primarily due to unfavorable pricing under the power purchase agreements of $15.7 million, and lower energy bank amortization of $10.0 million due to NEA's satisfaction of the energy bank liability balance in January, 2007, partially offset by lower purchased power costs of $19.2 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, and increases in capacity revenues of $2.2 million. NE LP's revenues for the three months ended September 30, 2007 and 2006 were comprised of $106.4 million and $110.0 million of power sales to utilities, net of purchased power, respectively. Power sales to utilities reflect energy bank amortization and interest totaling $10.0 million for the three months ended September 30, 2006.

Fuel expense, net of fuel sales, increased for the three months ended September 30, 2007 by $13.3 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, $0.3 million due to lower margin on gas sales and $1.1 million due to higher unrealized mark-to-market losses on derivatives primarily associated with gas storage supply.

Revenue decreased for the nine months ended September 30, 2007 compared to the same period in 2006 primarily due to unfavorable pricing under the power purchase agreements of $42.5 million, lower energy bank amortization of $28.9 million due to NEA's satisfaction of the energy bank liability balance in January, 2007, and lower emissions credit sales of $1.8 million, partially offset by lower purchased power costs of $34.2 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, and increases of $7.9 million and $2.0 million in capacity revenues and ancillary revenues, respectively. NE LP's revenues for the nine months ended September 30, 2007 and 2006 were comprised of $249.2 million and $278.2 million of power sales to utilities, net of purchased power, respectively. Power sales to utilities reflect energy bank amortization and interest totaling $1.5 million and $30.4 million for the nine months ended September 30, 2007 and 2006, respectively, and emissions credit sales of $1.8 million for the nine months ended September 30, 2006.

Fuel expense, net of fuel sales, increased for the nine months ended September 30, 2007 by $26.5 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, $0.3 million due to lower margin on gas sales and $7.4 million due to higher unrealized mark-to-market losses on derivatives primarily associated with gas storage supply.

Operations and maintenance expense decreased for the nine months ended September 30, 2007 compared to the same period in 2006 primarily as a result of scheduled maintenance outages at the NJEA and NEA facilities that occurred in 2006, partially offset in 2007 by repair work performed on one of NEA's combustion turbines. On November 5, 2007, during a routine maintenance inspection, it was discovered that one of NEA's combustion turbines had sustained damage. NE LP and the Partnerships are currently evaluating the damage to determine the repairs that will be required and while the damage is still being evaluated, the costs associated with the repairs are not presently anticipated to have material impact on NE LP or the Partnerships cash flows or financial position.

Depreciation and amortization expense increased for the three months and nine months ended September 30, 2007 compared to the same periods in 2006 due primarily to increased amortization of the 2005 addition of an intangible asset of $29.9 million related to the NEA amended and restated power purchase agreement.

NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt. NE LP and the Partnerships are scheduled to make semi-annual principal and interest payments on June 30 and December 30. Under the terms of the Funding Corp. and Acquisition Corp. trust indentures, the December 30, 2006 and June 30, 2007 debt service payments were made on January 2, 2007 and July 2, 2007, respectively, and included $19.2 million and $17.8 million of accrued interest at December 31, 2006 and June 30, 2007, respectively. Interest expense for NE LP and the Partnerships decreased for the three and nine months ended September 30, 2007 due to decreasing principal balances on their outstanding debt and NEA's satisfaction of the energy bank liability balance in January, 2007.

Interest income increased for the three and nine months ended September 30, 2007 compared to the same periods in 2006 due to higher average cash balances and interest rates.

In connection with repair work performed on one of NEA's combustion turbines, NE LP and the Partnerships recognized a net loss on disposal of assets of $0.6 million for the nine months ended September 30, 2007.

Transcontinental Gas Pipeline Corporation (Transco) filed a new general rate case on August 31, 2006 with the Federal Energy Regulatory Commission (FERC). The rate case proposed rate increases for most services, fueled largely by a proposed increase of approximately $250 million in the cost of service. NEA currently holds 50,508 MMBtu/day of capacity on Transco's system, and the proposed rates would have resulted in an annual increase of approximately $0.7 million in transportation costs for NEA. FPL Energy, LLC (FPL Energy) on behalf of NEA and other plants operated by FPL Energy, filed a protest of the rate increase with FERC on September 12, 2006. The filed rates went into effect on March 1, 2007. On August 2, 2007, an agreement in principal was reached by the parties whereby the settled rates will result in an annual savings of $0.3 million in transportation costs for NEA from the filed rates, with the difference between any amounts paid on the filed rates through the date of final se ttlement and the settled rates to be refunded to NEA. The parties to the proposed settlement expect to finalize a settlement agreement and submit it for review and approval by FERC in late 2007 or early 2008.

The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt. Both entities are scheduled to make semi-annual principal and interest payments on June 30 and December 30. Under the terms of the trust indentures, the December 30, 2006 and June 30, 2007 debt service payments were made on January 2, 2007 and July 2, 2007, respectively, and included $12.1 million and $7.1 million of accrued interest at December 31, 2006 and $10.9 million and $6.9 million of accrued interest at June 30, 2007, for the Funding Corp. and the Acquisition Corp., respectively. Interest expense for both the Funding Corp. and Acquisition Corp. decreased in the three and nine months ended September 30, 2007 as a result of decreasing principal balances o n their outstanding debt.

Liquidity and Capital Resources

NE LP and the Partnerships - The increase in net cash provided by operating activities for NE LP and the Partnerships for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006 was primarily due to an increase in capacity revenue in 2007 of $7.9 million and an increase in collections of outstanding receivables of $24.8 million, partially offset by higher purchased power costs of $4.6 million.

Capital expenditures for NE LP and the Partnerships were $3.4 million and $2.5 million for the nine months ended September 30, 2007 and 2006, respectively. The increase relates to various upgrades of equipment at the two generating facilities.

NE LP and each of the Partnerships make scheduled interest and principal payments on their outstanding debt. Each is scheduled to make semi-annual principal and interest payments on June 30 and December 30. Under the terms of the Funding Corp. and Acquisition Corp. trust indentures, the December 31, 2006 and June 30, 2007 debt service payments were made on January 2, 2007 and July 2, 2007, respectively, and included $19.2 million of accrued interest at December 31, 2006 and $17.8 million of accrued interest at June 30, 2007, respectively.

The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments from the notes receivable from the Partnerships and NE LP, respectively, to make interest and principal payments on their outstanding debt, which payments are scheduled to be made on June 30 and December 30. Under the terms of the trust indentures, the December 31, 2006 and June 30, 2007 debt service payments were made on January 2, 2007 and July 2, 2007, respectively, and included $12.1 million and $7.1 million of accrued interest at December 31, 2006 and $10.9 million and $6.9 million of accrued interest at June 30, 2007, respectively for the Funding Corp. and the Acquisition Corp., respectively.

NE LP's and the Partnership's long-term contractual obligations at September 30, 2007 are shown in Note 3.

Market Risk Sensitivity

Commodity Price Risk - The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To manage the price risk associated with purchases of natural gas and purchases of power, the Partnerships may, from time to time, enter into certain transactions either through public exchanges or by means of over-the-counter transactions with specific counterparties. The Partnerships manage their risk associated with purchases of natural gas and power through the use of natural gas and power swap agreements. The swap agreements require the Partnerships to pay a fixed price (absolutely or within a specified range) in return for a variable price on specified notional quantities of natural gas and power.

NE LP and the Partnerships use a value-at-risk (VaR) model to measure market risk in their trading and mark-to-market portfolios. The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of September 30, 2007 and December 31, 2006, the VaR figures (in thousands) are as follows:

		Trading and Managed Hedges(a)		Non-Qualifying Hedges and Hedges in OCI(b)		Total
December 31, 2006		$	- -	$	15	$	15
September 30, 2007		$	-	$	305	$	305
Average for the nine months ended September 30, 2007		$	1	$	6	$	7
(a)	Trading and managed hedges are essentially all changes in the derivatives' fair value for power purchases and sales and trading activities, which are recognized on a net basis in operating revenues and for fuel purchases and sales which are recognized on a net basis in fuel expense.
(b)	Non-managed hedges are employed to reduce the market risk exposure to physical assets which are not marked to market. The VaR figures for the non-managed hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.

Concentration of Credit Risk - At September 30, 2007 and December 31, 2006, a majority of NE LP's and the Partnerships' trade receivables were derived from electricity sales to three utilities under long-term power purchase agreements. If any one or more of these customers' receivable balances should be deemed uncollectible, it could have a material adverse effect on NE LP's and the Partnerships' results of operations and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Sensitivity.
Item 4. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	As of September 30, 2007, the Acquisition Corp. and NE LP had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of the Acquisition Corp. and NE LP or their equivalent (Principal Officers), of the effectiveness of the design and operation of the Acquisition Corp.'s and NE LP's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)). Based upon that evaluation, the Principal Officers concluded the Acquisition Corp.'s and NE LP's disclosure controls and procedures are effective in timely alerting them to material information relating to the Acquisition Corp. and NE LP and its consolidated subsidiaries required to be included in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act and ensuring that information required to be disclosed in the Acquisition Corp.'s and NE LP's reports filed or submitted und er the Exchange Act is accumulated and communicated to management, including its Principal Officers, to allow timely decisions regarding required disclosure. The Acquisition Corp. and NE LP have a Disclosure Committee, which is made up of several key management employees and reports directly to the Principal Officers of each of the Acquisition Corp. and NE LP, to monitor and evaluate these disclosure controls and procedures. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management of the Acquisition Corp. and NE LP cannot provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
(b)	Changes in Internal Control over Financial Reporting
	The Acquisition Corp. and NE LP are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls. This results in refinements to processes. However, there has been no change in the Acquisition Corp.'s or NE LP's internal control over financial reporting that occurred during the Acquisition Corp.'s and NE LP's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Acquisition Corp.'s and NE LP's internal control over financial reporting.

PART II - OTHER INFORMATION
Item 1A. Risk Factors
There were no material changes from the risk factors disclosed in the registrants' 2006 Form 10-K. The factors discussed in Part 1, Item 1A. Risk Factors in the Acquisition Corp.'s and NE LP's 2006 Form 10-K, as well as other information set forth in this report, which could materially affect the Acquisition Corp.'s and NE LP's business, financial condition and/or future operating results should be carefully considered. The risks described in the registrants' 2006 Form 10-K are not the only risks facing the registrants. Additional risks and uncertainties not currently known to the registrants, or that are currently deemed to be immaterial, also may materially adversely affect the registrants' business, financial condition and/or future operating results.
Item 6. Exhibits
Exhibit Number		Description
3.1(1)		Certificate of Incorporation of the Funding Corp.
3.1.1(2)		Certificate of Amendment of Certificate of Incorporation of the Funding Corp. as filed with the Secretary of State of the State of Delaware on February 3, 1998
3.1.2(3)		Certificate of Incorporation of the Acquisition Corp. as filed with the Secretary of State of the State of Delaware on January 12, 1998
3.2(2)		By-laws of the Funding Corp.
3.2.1(3)		By-laws of the Acquisition Corp.
3.3(2)		Amended and Restated Certificate of Limited Partnership of NEA as filed with the Secretary of State of the Commonwealth of Massachusetts on March 31, 1986, as amended and restated on January 9, 1987 and November 6, 1987, as further amended on July 6, 1989 and as amended and restated on February 16, 1998
3.4(2)		Amended and Restated Certificate of Limited Partnership of NJEA as filed with the Secretary of State of the State of New Jersey on November 3, 1986, as amended and restated on January 14, 1987, June 25, 1987, March 4, 1988 and February 16, 1998
3.5(2)		Amended and Restated Agreement of Limited Partnership of NEA dated as of November 21, 1997
3.6(2)		Amended and Restated Agreement of Limited Partnership of NJEA dated as of November 21, 1997
3.7(2)		Certificate of Limited Partnership of NE LP, a Delaware limited partnership, as filed with the Secretary of State of the State of Delaware on November 21, 1997
3.8(2)		Agreement of Limited Partnership of NE LP, a Delaware limited partnership, dated as of November 21, 1997
31(a)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of Acquisition Corp.
31(b)	Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of Acquisition Corp.
31(c)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP
31(d)	Rule 13a-14(a)/15d-14(a) Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP
32(a)	Section 1350 Certification of Acquisition Corp.
32(b)	Section 1350 Certification of NE LP

(1)	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Funding Corp. on February 9, 1995 (file no. 33-87902).
(2)	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on March 27, 1998 (file nos. 33-87902, 33-87902-01 and 33-87902-02).
(3)	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Acquisition Corp. and NE LP on May 12, 1998 (file nos. 333-52397 and 333-52397-01).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	NORTHEAST ENERGY, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL ACQUISITION CORP. (Registrants)
Date: November 6, 2007
	MARK R. SORENSEN
	Mark R. Sorensen Vice President and Treasurer of ESI Northeast Energy GP, Inc. Treasurer of ESI Tractebel Acquisition Corp. (Principal Financial and Principal Accounting Officer of the Registrants)