Esi Tractebel Acquisition 10-Q 2008 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, 2008 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, non-accelerated filers or smaller reporting companies. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one)
	Large accelerated filers [   ]		Accelerated filers [   ]	Non-accelerated filers [X]	Smaller reporting companies [   ]
				(Do not check if a smaller reporting company)
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, 2008, 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, future events or performance, climate change strategy or growth strategies (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "aim," "believe," "could," "estimated," "may," "plan," "potential," "projection," "target," "outlook," "predict," "intend") 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 impa ct on the Acquisition Corp.'s and/or NE LP's (together, the registrants) 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, but not limited to, 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. Economic downturn could adversely affect energy consumption and could adversely affect the results of operations of the registrants.
·	The operation and maintenance of power generation facilities involve 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, including, but not limited to, the ability to efficiently operate generating assets, the successful and timely completion of project restructuring activities, the price and supply of fuel, transmission constraints, competition from other generators, including those utilizing new sources of generation, excess generation capacity and demand for power, that may reduce the revenues and adversely impact the results of operations and financial condition of the registrants.
·	The registrants are subject to performance risk from third parties under fuel supply contracts.
·	Weather affects the registrants' results of operations, as can the impact of severe weather. Weather conditions directly influence the demand for electricity and natural gas, affect the price of energy commodities, and can affect the production of electricity at power generating facilities.
·	The registrants are subject to costs and other potentially adverse effects of legal and regulatory proceedings as well as regulatory compliance and 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, cyber attacks, or individuals and/or groups attempting to disrupt NE LP and the Partnerships business 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 adversely affected by national, state or local events as well as 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, 2007 (2007 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, 2008		December 31, 2007
ASSETS
Current assets:
	Cash and cash equivalents					$	123,418	$	45,257
	Accounts receivable						71,724		87,210
	Spare parts inventories						5,777		4,769
	Fuel inventories						11,608		8,830
	Prepaid expenses and other current assets						2,813		3,689
				Total current assets			215,340		149,755
Non-current assets:
		Deferred debt issuance costs (net of accumulated amortization of $6,090 and $5,781, respectively)					869		1,179
		Land					4,712		4,712
		Cogeneration facilities (net of accumulated depreciation of $196,464 and $180,912, respectively)					325,051		333,548
		Power purchase agreements (net of accumulated amortization of $676,609 and $614,636, respectively)					264,747		326,720
		Other assets					3,568		4,980
					Total non-current assets		598,947		671,139
TOTAL ASSETS						$	814,287	$	820,894
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	53,208	$	51,801
	Current portion of note payable - the Acquisition Corp.						24,200		22,000
	Current portion of note payable - affiliate						3,811		3,661
	Accrued interest payable						6,587		-
	Accounts payable						5,916		11,335
	Due to related parties						14,102		26,639
	Other accrued expenses						17,469		10,841
			Total current liabilities				125,293		126,277
Non-current liabilities:
		Deferred revenue					62,805		45,479
		Notes payable - the Funding Corp.					92,531		119,839
		Note payable - the Acquisition Corp.					114,400		127,600
		Note payable - affiliate					8,617		10,566
		Other liabilities					151		151
		Lease payable					320		443
					Total non-current liabilities		278,824		304,078
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						8,204		7,810
	Limited partners						401,966		382,729
			Total partners' equity				410,170		390,539
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	814,287	$	820,894

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 2007 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,
				2008			2007				2008			2007
REVENUES				$	119,595		$	106,434		$	340,105		$	249,224
COSTS AND EXPENSES:
	Fuel (net of fuel sales)				37,305			37,282			115,079			53,986
	Operations and maintenance				3,282			3,855			12,158			10,282
	Depreciation and amortization				26,402			25,623			78,387			76,104
	General and administrative				2,399			2,210			7,342			7,036
			Total costs and expenses		69,388			68,970			212,966			147,408
OPERATING INCOME					50,207			37,464			127,139			101,816
OTHER EXPENSE (INCOME):
		Amortization of debt issuance costs			104			120			310			357
		Interest expense			6,588			8,497			21,585			27,269
		Interest income			(379	)		(618	)		(1,329	)		(1,935	)
		Loss on disposal of assets			-			-			-			593
		Other, net			-			-			(1,795	)		-
			Total other expense - net		6,313			7,999			18,771			26,284
NET INCOME				$	43,894		$	29,465		$	108,368		$	75,532

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

			Nine Months Ended September 30,
				2008			2007
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	212,079		$	175,012
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(6,481	)		(3,357	)
		Net cash used in investing activities		(6,481	)		(3,357	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payments on the Funding Corp. notes			(25,901	)		(53,331	)
	Principal payments on the Acquisition Corp. note			(11,000	)		(17,600	)
	Principal payments on the affiliate note			(1,799	)		(1,659	)
	Distributions to partners			(88,737	)		(73,897	)
		Net cash used in financing activities		(127,437	)		(146,487	)
Net increase in cash and cash equivalents				78,161			25,168
Cash and cash equivalents at beginning of period				45,257			84,125
Cash and cash equivalents at end of period			$	123,418		$	109,293
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	14,946		$	37,728
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
	Additions to cogeneration facilities		$	1,739		$	-

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 2007 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, 2008		December 31, 2007
ASSETS
Current assets:
	Cash and cash equivalents					$	104,499	$	45,246
	Accounts receivable						71,724		87,210
	Spare parts inventories						5,777		4,769
	Fuel inventories						11,608		8,830
	Prepaid expenses and other current assets						2,805		3,679
				Total current assets			196,413		149,734
Non-current assets:
		Land					4,712		4,712
		Cogeneration facilities (net of accumulated depreciation of $196,464 and $180,912, respectively)					325,051		333,548
		Power purchase agreements (net of accumulated amortization of $676,609 and $614,636, respectively)					264,747		326,720
		Other assets					3,568		4,980
					Total non-current assets		598,078		669,960
TOTAL ASSETS						$	794,491	$	819,694
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	53,208	$	51,801
	Accrued interest payable						3,560		-
	Accounts payable						5,916		11,335
	Due to related parties						14,102		26,639
	Other accrued expenses						17,469		10,841
			Total current liabilities				94,255		100,616
Non-current liabilities:
		Deferred revenue					62,805		45,479
		Notes payable - the Funding Corp.					92,531		119,839
		Lease payable					320		443
					Total non-current liabilities		155,656		165,761
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						5,446		5,533
	Limited partners						539,134		547,784
			Total partners' equity				544,580		553,317
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	794,491	$	819,694

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 2007 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,
				2008			2007			2008			2007
REVENUES				$	119,595		$	106,434		$	340,105		$	249,224
COSTS AND EXPENSES:
	Fuel (net of fuel sales)				37,305			37,282			115,079			53,986
	Operations and maintenance				3,282			3,855			12,158			10,282
	Depreciation and amortization				26,402			25,623			78,387			76,104
	General and administrative				2,399			2,210			7,342			7,029
			Total costs and expenses		69,388			68,970			212,966			147,401
OPERATING INCOME					50,207			37,464			127,139			101,823
OTHER EXPENSE (INCOME):
		Interest expense			3,559			4,957			11,995			16,151
		Interest income			(373	)		(599	)		(1,298	)		(1,872	)
		Loss on disposal of assets			-			-			-			593
		Other, net			-			-			(1,795	)		-
			Total other expense - net		3,186			4,358			8,902			14,872
NET INCOME				$	47,021		$	33,106		$	118,237		$	86,951

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

			Nine Months Ended September 30,
			2008			2007
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	218,609		$	198,299
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(6,481	)		(3,357	)
		Net cash used in investing activities		(6,481	)		(3,357	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes			(25,901	)		(53,331	)
	Distributions to partners			(126,974	)		(122,523	)
		Net cash used in financing activities		(152,875	)		(175,854	)
Net increase in cash and cash equivalents				59,253			19,088
Cash and cash equivalents at beginning of period				45,246			70,398
Cash and cash equivalents at end of period			$	104,499		$	89,486
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	8,385		$	23,031
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
	Additions to cogeneration facilities		$	1,739		$	-

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 2007 Form 10-K for NEA and NJEA.

ESI TRACTEBEL FUNDING CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

			September 30, 2008		December 31, 2007
ASSETS
Current assets:
	Cash		$	1	$	1
	Current portion of notes receivable from the Partnerships			53,208		51,801
	Interest receivable from Partnerships			3,560		-
		Total current assets		56,769		51,802
Notes receivable from the Partnerships				92,531		119,839
TOTAL ASSETS			$	149,300	$	171,641
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable		$	53,208	$	51,801
	Accrued interest payable			3,560		-
		Total current liabilities		56,768		51,801
Debt securities payable				92,531		119,839
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, no par value, 10,000 shares authorized, issued and outstanding			1		1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	149,300	$	171,641

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Interest income - affiliate	$	3,560		$	4,822		$	11,945		$	15,724
Interest expense		(3,560	)		(4,822	)		(11,945	)		(15,724	)
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 2007 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,
			2008			2007
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from the Partnerships			25,901			53,331
		Net cash provided by investing activities		25,901			53,331
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(25,901	)		(53,331	)
		Net cash used in financing activities		(25,901	)		(53,331	)
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		$	8,385		$	23,031

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2007 Form 10-K for the Funding Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

				September 30, 2008		December 31, 2007
ASSETS
Current assets:
	Current portion of note receivable from NE LP			$	24,200	$	22,000
	Interest receivable from NE LP				2,768		-
			Total current assets		26,968		22,000
Non-current assets:
	Due from NE LP				152		152
	Note receivable from NE LP				114,400		127,600
			Total non-current assets		114,552		127,752
TOTAL ASSETS				$	141,520	$	149,752
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Income taxes payable			$	47	$	44
	Current portion of debt securities payable				24,200		22,000
	Accrued interest payable				2,768		-
		Total current liabilities			27,015		22,044
Non-current liabilities:
	Debt securities payable				114,400		127,600
	Other				19		26
			Total non-current liabilities		114,419		127,626
TOTAL LIABILITIES					141,434		149,670
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding				-		-
	Retained earnings				86		82
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	141,520	$	149,752

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Interest income - affiliate	$	2,768		$	3,208		$	8,745		$	10,064
Interest expense		(2,766	)		(3,205	)		(8,738	)		(10,056	)
Income before income taxes		2			3			7			8
Income tax expense		(1	)		(1	)		(3	)		(3	)
NET INCOME	$	1		$	2		$	4		$	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 2007 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,
			2008			2007
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from NE LP			11,000			17,600
		Net cash provided by investing activities		11,000			17,600
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(11,000	)		(17,600	)
		Net cash used in financing activities		(11,000	)		(17,600	)
Net change in cash				-			-
Cash at beginning of period				-			-
Cash at end of period			$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	5,977		$	13,975

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2007 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 2007 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. 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

Equity balances of the general partner (GP) and limited partner (LP) of Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA), are comprised of the following:

	NEA						NJEA						Combined
	GP		LP		Total		GP		LP		Total		GP		LP		Total
	(Thousands of Dollars)
Balances, December 31, 2007	$	1,968	$	194,846	$	196,814	$	3,565	$	352,938	$	356,503	$	5,533	$	547,784	$	553,317
Balances, September 30, 2008	$	1,648	$	163,214	$	164,862	$	3,797	$	375,921	$	379,718	$	5,446	$	539,134	$	544,580

The Partnerships (NEA and NJEA) paid distributions to Northeast Energy, LP (NE LP) totaling $127.0 million and $122.5 million for the nine months ended September 30, 2008 and 2007, respectively. NE LP made distributions totaling $88.7 million and $73.9 million to its partners for the nine months ended September 30, 2008 and 2007, 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. To a lesser extent NE LP and the Partnerships also engage in limited trading activities to take advantage of expected favorable price movements.

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 at inception 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 occur red for financial 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, 2008, 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 S eptember 30, 2008 and 2007. As a result, there were no differences between comprehensive income and net income for the three and nine months ended September 30, 2008 and 2007, respectively.

Unrealized mark-to-market gains on derivative transactions were $4.3 million and $2.8 million for the quarters ended September 30, 2008 and 2007, respectively, and are included in fuel expense (net of fuel sales) on the condensed consolidated and combined statements of operations. Unrealized mark-to-market losses on derivative transactions were $1.4 million and $1.6 million for the nine months ended September 30, 2008 and 2007, 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 $1.0 million at September 30, 2008 and is included in the condensed consolidated and combined balance sheets under prepaid expenses and other current assets. There were no non-current derivative assets or derivative liabilities at September 30, 2008.

3. Fair Value Measurements

Effective January 1, 2008, NE LP and the Partnerships adopted FAS 157, "Fair Value Measurements," which clarifies how to measure fair value and requires expanded fair value measurement disclosures. The standard emphasizes that fair value is a market-based measurement not an entity-specific measurement, and sets out a fair value hierarchy intended to disclose information about the relative reliability of fair value measurements, with the highest priority being quoted prices in active markets for identical assets or liabilities. FAS 157 was effective January 1, 2008 for financial assets and liabilities, and any other fair value measurements made on a recurring basis. The effects of adopting FAS 157 were not material to NE LP and the Partnerships. For all other fair value measurements, FAS 157 will be effective January 1, 2009. NE LP and the Partnerships are continuing to evaluate the impact of FAS 157 as it applies to non-financial assets and liabilities t hat are not remeasured at fair value on a recurring basis.

As of September 30, 2008, NE LP and the Partnerships had cash equivalents with a fair value of $119.8 million and $100.9 million, respectively. The value of these assets is based upon quoted prices in active markets for identical assets. As of September 30, 2008, all other financial assets, liabilities and other fair value measurements made on a recurring basis at NE LP and the Partnerships were deemed to be immaterial.

NE LP and the Partnerships were permitted to adopt FAS 159, "The Fair Value Option for Financial Assets and Financial Liabilities" on January 1, 2008. NE LP and the Partnerships did not elect to account for any existing financial assets or liabilities under FAS 159 at January 1, 2008, but may elect to account for new financial assets and liabilities at fair value in the future.

4. Commitments and Contingencies

The long-term contractual obligations of NE LP and the Partnerships at September 30, 2008 are as follows:

NE LP AND THE PARTNERSHIPS
September 30, 2008
(Thousands of Dollars)

			Total		2008		2009 - 10		2011 - 12		Thereafter
CONTRACTUAL OBLIGATIONS
The Partnerships:
	Funding Corp. debt(a)		$	168,012	$	33,019	$	134,993	$	-	$	-
	Operating leases			1,163		77		654		432		-
	Other long-term obligations:
	Administrative agreement(b)			6,150		150		1,200		1,200		3,600
	O&M agreement(b)			12,375		375		3,000		3,000		6,000
	Fuel management agreement(b)			13,725		225		1,800		1,800		9,900
	Natural gas, including transportation and storage			39,578		2,577		20,168		10,746		6,087
Total Partnerships				241,003		36,423		161,815		17,178		25,587
NE LP:
	Acquisition Corp. debt(a)			165,142		16,537		78,650		69,955		-
	Affiliate debt(a)			14,295		2,383		9,530		2,382		-
Total NE LP				179,437		18,920		88,180		72,337		-
Total contractual obligations			$	420,440	$	55,343	$	249,995	$	89,515	$	25,587
(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.
5. Subsequent Event
In February 2007, NE LP and the Partnerships filed an insurance claim for costs incurred related to damage to one of NEA's combustion turbines during 2007. In October 2008, a settlement agreement was reached with the insurance companies, net of the Partnerships' deductible, for $1.9 million, of which $1.5 million was received in November 2008.

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 2007 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, 2008 was $43.9 million compared to $29.5 million for the same period in 2007, and the Partnerships' net income for the three months ended September 30, 2008 was $47.0 million compared to $33.1 million for the same period in 2007. Net income increased for the three months ended September 30, 2008 compared to the same period in 2007 primarily due to higher power sales to utilities, net of purchased power, of $12.8 million resulting from favorable pricing of $39.1 million partially offset by decreased generation of power at the Partnerships' facilities during the period of $26.3 million, and lower interest expense of $1.9 million due to lower outstanding debt balances.

NE LP's consolidated net income for the nine months ended September 30, 2008 was $108.4 million compared to $75.5 million for the same period in 2007, and the Partnerships' net income for the nine months ended September 30, 2008 was $118.2 million compared to $87.0 million for the same period in 2007. Net income increased for the nine months ended September 30, 2008 compared to the same period in 2007 primarily due to higher power sales to utilities, net of purchased power, of $91.2 million resulting from favorable pricing of $42.2 million and increased generation of power at the Partnerships' facilities during the period of $49.1 million, partially offset by increased fuel expense, net of fuel sales, of $61.1 million due to increased generation of power from the NJEA facility.

NE LP's revenues for the three months ended September 30, 2008 and 2007 were comprised of $119.6 million and $106.4 million of power sales to utilities, net of purchased power, respectively. Revenue increased for the three months ended September 30, 2008 compared to the same period in 2007 primarily due to favorable pricing of $39.1 million, partially offset by lower generation of power at the Partnerships' facilities of $26.3 million.

Fuel expense, net of fuel sales, was $37.3 million for both the three months ended September 30, 2008 and 2007. Decreased generation of power from the NEA and NJEA facilities was offset by increased prices.

NE LP's revenues for the nine months ended September 30, 2008 and 2007 were comprised of $340.1 million and $249.2 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 for the nine months ended September 30, 2007. Revenue increased for the nine months ended September 30, 2008 compared to the same period in 2007 primarily due to favorable pricing of $42.2 million and increased generation of power at the Partnerships' facilities of $49.1 million, primarily at the NJEA facility.

Fuel expense, net of fuel sales, increased for the nine months ended September 30, 2008 by $61.1 million primarily due to $22.6 million resulting from increased generation of power from the NEA and NJEA facilities and $37.3 million due to increased prices.

Operations and maintenance expense decreased by $0.6 million for the three months ended September 30, 2008 compared to the same period in 2007 primarily as a result of decreased generation of power at the NEA and NJEA facilities.

Operations and maintenance expense increased by $1.9 million for the nine months ended September 30, 2008 compared to the same period in 2007 primarily as a result of increased generation of power at the NJEA facility and to a scheduled maintenance outage at the NJEA facility.

Depreciation and amortization expense increased for the three months ended September 30, 2008 compared to the same period in 2007 due primarily to increased amortization of the NEA intangible asset associated with the purchase power agreements.

Depreciation and amortization expense increased for the nine months ended September 30, 2008 compared to the same period in 2007 due primarily to increased depreciation of assets, measured on a unit of measurement basis, mainly resulting from increased generation at the NJEA facility, as well as to increased amortization of the NEA intangible asset associated with the purchase power agreements.

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. Interest expense for NE LP decreased for the three and nine months ended September 30, 2008 by $1.9 million and $5.7 million, respectively, due to decreasing principal balances on their outstanding debt. Interest expense for the Partnerships decreased for the three and nine months ended September 30, 2008 by $1.4 million and $4.2 million, respectively, due to decreasing principal balances on their outstanding debt.

Interest income decreased for the three and nine months ended September 30, 2008 compared to the same periods in 2007 by $0.2 million and $0.6 million, respectively, due primarily to decreased rates of return on cash balances.

In connection with repair work performed on one of NEA's combustion turbines in November 2007, NE LP and the Partnerships recognized a loss on disposal of assets of $2.8 million in 2007. In March 2008 NEA entered into an agreement with a supplier (the Replacement Parts Agreement) where NEA would recover up to $2.1 million of the losses recognized on the disposed assets as credits against the future purchase of replacement turbine parts. In March 2008 NEA placed orders with the supplier for $3.6 million of replacement turbine parts, which utilized all of the credits under the Replacement Parts Agreement, and a $1.8 million recovery under that agreement has been recorded in other income for the nine months ended September 30, 2008.

In connection with repair work performed on one of NEA's combustion turbines during 2007, 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.

In connection with an inspection of one of NEA's combustion turbines in October 2008, damage was sustained. NEA has filed a warranty claim, and the manufacturer has agreed to cover substantially all related costs. The Partnerships' parts on-hand will be used to replace the damaged parts. In the event the replacement parts cannot be delivered before the spring of 2009, the planned outage of NJEA may be delayed, limiting generation capabilities; however, NJEA will still be able to meet its obligation under the power purchase agreement by purchasing power from the market.

Transcontinental Gas Pipeline Corporation (Transco) filed a new general rate case in August 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 the FERC in September 2006. The filed rates went into effect on March 1, 2007. In August 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 and the settled rates through the d ate of the final settlement to be refunded to NEA. The proposed settlement agreement was submitted to the FERC for review and approval and in March 2008 the FERC accepted the settlement agreement. NEA received a refund of $0.3 million under the settlement in July 2008.

ESI Tractebel Funding Corp. (the Funding Corp.) and ESI Tractabel Acquisition Corp. (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. Interest expense for both the Funding Corp. and Acquisition Corp. decreased in the three and nine months ended September 30, 2008 as a result of decreasing principal balances on 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, 2008 compared to the nine months ended September 30, 2007 was primarily due to increased net income for the nine months ended September 30, 2008 and an increase in interest payable, partially offset by less of a decrease in accounts receivable.

Capital expenditures for NE LP and the Partnerships were $6.5 million and $3.4 million for the nine months ended September 30, 2008 and 2007, 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 30, 2006 debt service payments were made on January 2, 2007 and included $19.2 million of accrued interest at December 31, 2006. As a result, principal and interest payments for the nine months ended September 30, 2007 were significantly higher than the nine months ended September 30, 2008.

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 30, 2006 debt service payments were made on January 2, 2007 and included $12.1 million and $7.1 million of accrued interest at December 31, 2006 for the Funding Corp. and the Acquisition Corp., respectively. As a result, principal and interest payments for the nine months ended September 30, 2007 were significantly higher than the nine months ended September 30, 2008.

NE LP's and the Partnership's long-term contractual obligations at September 30, 2008 are shown in Note 4.

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, 2008 and December 31, 2007, the VaR figures (in thousands) are as follows:

		Trading and Managed Hedges(a)		Non-Qualifying Hedges and Hedges in OCI(b)		Total
December 31, 2007		$	- -	$	27	$	27
September 30, 2008		$	-	$	1	$	1
Average for the nine months ended September 30, 2008		$	-	$	26	$	26
(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-qualifying hedges are employed to reduce the market risk exposure to physical assets which are not marked to market. The VaR figures for the non-qualifying hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.

Concentration of Credit Risk - At September 30, 2008 and December 31, 2007, a majority of NE LP's and the Partnerships' trade receivables were derived from electricity sales to two utilities under long-term power purchase agreements, NSTAR Electric Company (formerly Boston Edison Company and Commonwealth Electric Company), and Jersey Central Power & Light Company. 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 4T. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	As of September 30, 2008, each of 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 each 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 of each of the Acquisition Corp. and NE LP 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 Acq uisition Corp.'s and NE LP's reports filed or submitted under 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 each 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 respective 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 or 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' 2007 Form 10-K, except as follows:
A substantial portion of the output from the Partnerships' power generation facilities is sold under long-term power purchase agreements to three regulated utilities, two of which are under common control. The limited number of power purchasers creates a concentration of counterparty risk. The remaining output from the power generation facilities is sold, from time to time, in the merchant markets. In addition, it is expected that upon expiration of the power purchase agreements, the residual portion of the electrical output will be sold in the merchant market. Merchant plants sell power based on market conditions at the time of sale. The amount and timing of revenues to be received from the merchant markets in the future is uncertain. Economic downturn could adversely affect energy consumption and could adversely affect the results of operations of the registrants. In December 2003, an amended and restated power purchase agreement between NJEA and a New Jersey utility became effective and in February 2005, amended and restated power purchase agreements between NEA and two Massachusetts utilities became effective. These agreements provide for, among other things, the ability to deliver electricity to these utilities from sources other than the NJEA and NEA facilities.
The registrants rely on contracts with vendors for the supply of fuel required for the operation of their facilities. If vendors fail to fulfill their contractual obligations, the registrants may need to make arrangements with other suppliers, which could result in higher costs and/or a disruption to their operations.
The factors discussed above and in Part 1, Item 1A. Risk Factors in the Acquisition Corp.'s and NE LP's 2007 Form 10-K, as well as other information set forth in this report, which could materially adversely affect the Acquisition Corp.'s and NE LP's business, financial condition and/or future operating results should be carefully considered. The risks described above and in the registrants' 2007 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., as filed with the Secretary of State of the State of Delaware on November 3, 1994
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 12, 2008
	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)