UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the Quarterly Period Ended



|Delaware(State or other jurisdiction of incorporation or organization) | 81-0502366(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------- | ----------------------------------------------

9405 Arrowpoint Boulevard
Charlotte, NC 28273
(704) 525-3800(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

|Delaware
Delaware(State or other jurisdiction of incorporation or organization) | 81-0493289
81-0493287(I.R.S. Employer Identification Numbers)
|------------------------------------------------------------------------------- | -------------------------------------------------------------

9405 Arrowpoint Boulevard
Charlotte, NC 28273
(704) 525-3800



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.      Yes [ Ö
 ]       No[   ]



LS POWER FUNDING CORPORATION
LSP-COTTAGE GROVE, L.P.
LSP-WHITEWATER LIMITED PARTNERSHIPIndex 
To the Quarterly Report on Form 10-Q
For the Quarterly Period Ended September 30, 2001





|PART I                    |                                                                                         | Page No.
|------------------------- | --------------------------------------------------------------------------------------- | --------
|Item 1.                   | Condensed Financial Statements                                                          | 3       
|Item 2.                   | Management's Discussion and Analysis of
  Financial Condition and Results of Operations | 3       
|PART II                   |                                                                                         |         
|Item 6.                   | Exhibits and Reports on Form 8-K                                                        | 8       
|Signatures                |                                                                                         | 9       
|Financial Statement Index | F-1                                                                                    
|                          |                                                                                        



PART I/ITEM 1.   CONDENSED FINANCIAL STATEMENTS
          The unaudited condensed financial statements contained herein have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "Commission").  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted.  While the management of LS Power Funding Corporation ("Funding"), LSP-Cottage Grove, L.P. ("Cottage Grove") and LSP-Whitewater Limited Partnership ("Whitewater"), (Cottage Grove and Whitewater sometimes referred to herein individually as a "Partnership" and collectively as the "Partnerships") believes that the disclosures made are adequate to make the information presented not misleading, these unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2000, filed by Funding, and the Partnerships.PART I/ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                                CONDITION AND RESULTS OF OPERATIONS
     In addition to discussing and analyzing Funding and the Partnerships' recent historical financial results and conditions, the following "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes statements concerning certain trends and other forward-looking information affecting or relating to Funding and the Partnerships that are intended to qualify for the protections afforded "Forward-Looking Statements" under the Private Securities Litigation Reform Act of 1995, Public Law 104-67.  The forward-looking statements made herein are inherently subject to risks and uncertainties that could cause Funding's and the Partnerships' actual results to differ materially from the forward-looking statements.  General
     Cottage Grove is a single purpose Delaware limited partnership established in December 1993 to develop, finance, construct and own a gas-fired cogeneration facility located in Cottage Grove, Minnesota (the "Cottage Grove Facility").  The 1% general partner, LSP-Cottage Grove, Inc., and the 72% limited partner, Cogentrix Cottage Grove, LLC, are indirect subsidiaries of Cogentrix Energy, Inc. ("Cogentrix Energy").  The other limited partner is TPC Cottage Grove, Inc. ("TPC Cottage Grove") and is not affiliated with Cogentrix Energy.  Whitewater is a single purpose Delaware limited partnership established in December 1993 to develop, finance, construct and own a gas-fired cogeneration facility located in Whitewater, Wisconsin (the "Whitewater Facility", and collectively with the Cottage Grove Facility, the "Facilities").  The 1% general partner, LSP-Whitewater I, Inc., and the 73% limited partner, Cogentrix Whitewater, LLC, are indirect subsidiaries of Cogentrix Energy.  The other limited partner is TPC Whitewater ("TPC Whitewater"), an affiliate of TPC Cottage Grove that is not affiliated with Cogentrix Energy.  The Partnerships sell electric capacity and energy generated by their Facilities to two utilities under separate long-term power purchase agreements (individually, the "Power Purchase Agreement" and collectively, the "Power Purchase Agreements").  Whitewater sells up to 236.5 megawatts of electric capacity and associated energy generated by the Whitewater Facility to Wisconsin Electric Power Company ("WEPCO") pursuant to a 25-year Power Purchase Agreement expiring in September 2022.  Whitewater may also sell to third parties up to 12 megawatts of electric capacity and any energy not dispatched by WEPCO.  All of the electric capacity and energy generated by the Cottage Grove Facility is sold to Northern States Power Company ("NSP") pursuant to a 30-year Power Purchase Agreement, which runs through October 2027.  The Partnerships also have long-term steam supply agreements with steam hosts to supply thermal energy produced by the Facilities.  
     The Whitewater Facility commenced commercial operations on September 18, 1997, and the Cottage Grove Facility commenced commercial operations on October 1, 1997.  The Whitewater and Cottage Grove Power Purchase Agreements meet the criteria of a "sales-type" capital lease as described in Statement of Financial Accounting Standards ("SFAS") No. 13, "Accounting for Leases."  Cottage Grove and Whitewater each recognized a gain on sales-type capital lease for the difference between the estimated fair market value and the historical cost of the Facilities as of the commencement of each respective Power Purchase Agreement's terms (commencement of commercial operations).  The Partnerships each recorded a net investment in lease that reflects the present value of future minimum lease payments.  Future minimum lease payments represent the amount of capacity payments due from the utilities under the Power Purchase Agreements in excess of fixed operating costs (i.e., executory costs).  The difference between the undiscounted future minimum lease payments due from the utilities and the net investment in lease represents unearned income.  This unearned income will be recognized as lease revenue over the respective terms of the Power Purchase Agreements using the effective interest rate method.  The Partnerships will also recognize service revenue related to the reimbursement of costs incurred in operating the Facilities and providing electricity and thermal energy.  The amount of service revenue recognized by each Partnership will be directly related to the level of dispatch of the Facilities by the respective utilities and to a lesser extent the level of thermal energy required by the steam hosts.  
     Funding     Funding was organized in June 1995 as a special purpose Delaware corporation to issue debt securities in connection with financing the construction of the Facilities.  Funding's sole business activities are limited to maintaining its organization and activities necessary pursuant to the offering of the Senior Secured Bonds (defined below) and its acquisition of the First Mortgage Bonds (defined below) from the Partnerships.



|The Senior Secured Bonds are the following:
|-------------------------------------------
|                                           
|The First Mortgage Bonds are the following:
|                                           



PART 2/ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

|(a)     Exhibits
|----------------
|3.1             
|3.2             
|3.3             
|3.4             
|3.4.1           
|3.4.2           
|3.4.3           
|3.5             
|3.6             
|3.6.1           
|3.6.2           
|4.1             
|4.2             
|4.3             
|4.4             
|4.5             
|4.6             
|4.7             

|(b)     Reports on Form 8-K
|---------------------------
|                           
|(1)                        
|(2)                        
|(3)                        
|(4)                        

SIGNATURES

|By: | /s/ Thomas F. SchwartzName:    Thomas F. Schwartz
Title:       Senior Vice President and Chief Financial Officer
               (Principal Financial and Accounting Officer)
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:     November 14, 2001LSP-COTTAGE GROVE, L.P.By:       LSP-Cottage Grove, Inc.
Its:        General Partner

|By: | /s/ Thomas F. Schwartz
Name:    Thomas F. Schwartz
Title:       Senior Vice President and Chief Financial Officer
               (Principal Financial and Accounting Officer)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:     November 14, 2001LSP-WHITEWATER LIMITED PARTNERSHIP

By:   LSP-Whitewater I, Inc.
Its:    General Partner

|By: | /s/ Thomas F. Schwartz
Name:    Thomas F. Schwartz
Title:       Senior Vice President and Chief Financial Officer
               (Principal Financial and Accounting Officer)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:     November 14, 2001



LS POWER FUNDING CORPORATION
LSP-COTTAGE GROVE, L.P.
LSP-WHITEWATER LIMITED PARTNERSHIP

|Financial Statement Index         
|----------------------------------
|                                  
|LS POWER FUNDING CORPORATION      
|                                  
|                                  
|                                  
|                                  
|LSP-COTTAGE GROVE, L.P.           
|                                  
|                                  
|                                  
|                                  
|LSP-WHITEWATER LIMITED PARTNERSHIP
|                                  
|                                  
|                                  
|                                  







|LS POWER FUNDING CORPORATION                          
|------------------------------------------------------
|BALANCE SHEETS                                        
|September 30, 2001 and December 31, 2000              
|(Dollars in thousands)                                
|                                                      
|                                                      
|ASSETS                                                
|                                                      
|CURRENT ASSETS:                                       
|Cash                                                  
|Current portion of investment in First Mortgage Bonds 
|Interest receivable on First Mortgage Bonds           
|                                                      
|                                                      
|INVESTMENT IN FIRST MORTGAGE BONDS                    
|                                                      
|Total assets                                          
|                                                      
|LIABILITIES AND STOCKHOLDERS' EQUITY                  
|                                                      
|CURRENT LIABILITIES:                                  
|Current portion of Senior Secured Bonds Payable       
|Interest payable on Senior Secured Bonds Payable      
|                                                      
|                                                      
|SENIOR SECURED BONDS PAYABLE                          
|                                                      
|                                                      
|                                                      
|COMMITMENTS AND CONTINGENCIES                         
|STOCKHOLDERS' EQUITY:                                 
|Common stock, $.01 par value, 1,000 shares authorized,
|100 shares issued and outstanding                     
|Additional paid-in capital                            
|                                                      
|Total stockholders' equity                            
|                                                      
|Total liabilities and stockholders' equity            
|                                                      







|LS POWER FUNDING CORPORATION                                          
|----------------------------------------------------------------------
|STATEMENTS OF INCOME                                                  
|For the Three Months and Nine Months Ended September 30, 2001 and 2000
|(Dollars in thousands)                                                
|(Unaudited)                                                           
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|INTEREST INCOME                                                       
|                                                                      
|INTEREST EXPENSE                                                      
|                                                                      
|NET INCOME                                                            
|                                                                      
|EARNINGS PER COMMON SHARE                                             
|                                                                      







|LS POWER FUNDING CORPORATION                              
|----------------------------------------------------------
|STATEMENTS OF CASH FLOWS                                  
|For the Nine Months Ended September 30, 2001 and 2000     
|(Dollars in thousands)                                    
|(Unaudited)                                               
|                                                          
|                                                          
|                                                          
|                                                          
|CASH PROVIDED BY OPERATING ACTIVITIES:                    
|                                                          
|Receipt of principal on investment in First Mortgage Bonds
|Repayment of Senior Secured Bonds                         
|Net cash flows provided by operating activities           
|                                                          
|CASH FLOWS FROM INVESTING ACTIVITIES:                     
|                                                          
|Net cash flows provided by investing activities           
|                                                          
|CASH PROVIDED BY FINANCING ACTIVITIES:                    
|                                                          
|Net cash flows used in financing activities               
|                                                          
|NET INCREASE (DECREASE) IN CASH                           
|                                                          
|CASH, beginning of period                                 
|                                                          
|CASH, end of period                                       
|                                                          







1.     FINANCIAL STATEMENTS





|LSP-COTTAGE GROVE, L.P.                              
|-----------------------------------------------------
|BALANCE SHEETS                                       
|September 30, 2001 and December 31, 2000             
|(Dollars in thousands)                               
|                                                     
|                                                     
|ASSETS                                               
|                                                     
|CURRENT ASSETS:                                      
|Cash and cash equivalents                            
|Restricted cash                                      
|Accounts receivable - trade                          
|Fuel inventories                                     
|Fuel held for resale                                 
|Spare parts inventories                              
|Other current assets                                 
|Total current assets                                 
|                                                     
|NET INVESTMENT IN LEASE                              
|                                                     
|DEBT ISSUANCE AND FINANCING COSTS, net of accumulated
|amortization of $1,767 and $1,509, respectively      
|                                                     
|NOTE RECEIVABLE FROM AFFILIATE                       
|                                                     
|INVESTMENT IN UNCONSOLIDATED AFFILIATE               
|                                                     
|Total assets                                         
|                                                     
|LIABILITIES AND PARTNERS' CAPITAL                    
|                                                     
|CURRENT LIABILITIES:                                 
|Current portion of First Mortgage Bonds Payable      
|Accounts payable                                     
|Accrued interest payable                             
|Other accrued expenses                               
|Total current liabilities                            
|                                                     
|FIRST MORTGAGE BONDS PAYABLE                         
|                                                     
|Total liabilities                                    
|                                                     
|COMMITMENTS AND CONTINGENCIES                        
|                                                     
|PARTNERS' CAPITAL                                    
|                                                     
|Total liabilities and partners' capital              







|LSP-COTTAGE GROVE, L.P.                                               
|----------------------------------------------------------------------
|STATEMENTS OF INCOME                                                  
|For the Three Months and Nine Months Ended September 30, 2001 and 2000
|(Dollars in thousands)                                                
|(Unaudited)                                                           
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|OPERATING REVENUES:                                                   
|Lease revenue                                                         
|Service revenue                                                       
|Commodity sales                                                       
|Other                                                                 
|                                                                      
|                                                                      
|OPERATING EXPENSES:                                                   
|Cost of services                                                      
|Commodity cost of sales                                               
|                                                                      
|                                                                      
|OPERATING INCOME                                                      
|                                                                      
|NON-OPERATING INCOME (EXPENSE):                                       
|Interest expense                                                      
|Interest income                                                       
|                                                                      
|                                                                      
|NET INCOME                                                            
|                                                                      







|LSP-COTTAGE GROVE, L.P.                              
|-----------------------------------------------------
|STATEMENTS OF CASH FLOWS                             
|For the Nine Months Ended September 30, 2001 and 2000
|(Dollars in thousands)                               
|(Unaudited)                                          
|                                                     
|                                                     
|                                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:                
|Net income                                           
|Adjustments to reconcile net income to net           
|cash provided by operating activities:               
|Amortization of debt issuance and financing costs    
|Amortization of unearned lease income                
|Minimum lease payments received                      
|Decrease in accounts receivable - trade              
|Increase in accounts receivable - other              
|Decrease in fuel inventories                         
|Decrease (increase) in spare parts inventories       
|Increase in other current assets                     
|Increase (decrease) in accounts payable              
|Increase in accrued interest payable                 
|Decrease in accrued expenses                         
|Net cash flows provided by operating activities      
|                                                     
|CASH FLOWS FROM INVESTING ACTIVITIES:                
|Increase in restricted cash                          
|Net cash flows used in investing activities          
|                                                     
|CASH FLOWS FROM FINANCING ACTIVITIES:                
|Payment on First Mortgage Bonds                      
|Partner distributions                                
|Increase in note receivable from affiliate           
|Net cash flows used in financing activities          
|                                                     
|NET INCREASE (DECREASE) IN CASH                      
|AND CASH EQUIVALENTS                                 
|                                                     
|CASH AND CASH EQUIVALENTS, beginning of period       
|                                                     
|CASH AND CASH EQUIVALENTS, end of period             
|                                                     





LSP-COTTAGE GROVE, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED

1.     FINANCIAL STATEMENTS
     The balance sheet as of September 30, 2001, the statements of income for the three-month and nine-month periods ended September 30, 2001 and 2000, and the statements of cash flows for the nine-month periods ended September 30, 2001 and 2000, have been prepared by LSP-Cottage Grove, L.P. (the "Partnership"), without audit.  In the opinion of management, these unaudited condensed financial statements include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Partnership's financial position as of September 30, 2001, the results of its operations for the three-month and nine-month periods ended September 30, 2001 and 2000, and its cash flows for the nine-month periods ended September 30, 2001 and 2000.
     The unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted.  While management believes that the disclosures made are adequate to make the information presented not misleading, these unaudited condensed financial statements should be read in conjunction with the Partnership's audited financial statements included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.2.     ORGANIZATION     The Partnership is a Delaware limited partnership that was formed on December 14, 1993, to develop, finance, construct and own a gas-fired cogeneration facility with a design capacity of approximately 245 megawatts located in Cottage Grove, Minnesota (the "Facility").  Construction and start-up of the Facility was substantially completed and commercial operation commenced October 1, 1997 (the "Commercial Operations Date").  The 1% general partner of the Partnership is LSP-Cottage Grove, Inc. ("Cottage Grove"), a wholly-owned subsidiary of Cogentrix Cottage Grove, LLC ("Cogentrix Cottage Grove").  Cogentrix Cottage Grove and TPC Cottage Grove, Inc., are the sole limited partners of the Partnership, owning approximately 72% and 27% limited partnership interests, respectively.  The ultimate parent of Cogentrix Cottage Grove is Cogentrix Energy, Inc. ("Cogentrix Energy"), a North Carolina corporation.     The Partnership holds a 50% equity ownership interest in LS Power Funding Corporation ("Funding"), which was established on June 23, 1995, as a special purpose funding corporation to issue debt securities (the "Senior Secured Bonds") in connection with financing construction of the Facility and a similar gas-fired cogeneration facility located in Whitewater, Wisconsin.  On June 30, 1995, a portion of the proceeds from the offering and sale of the Senior Secured Bonds issued by Funding was used to purchase $155 million of First Mortgage Bonds issued simultaneously by the Partnership.
          All of the electric capacity and energy generated by the Facility is sold to Northern States Power Company (the "Utility") under a 30-year power purchase agreement (the "Power Purchase Agreement").  The thermal energy generated by the Facility is sold in the form of steam to Minnesota Mining and Manufacturing Company (the "Steam Purchaser") under a 30-year thermal energy sales agreement.3.     SALES-TYPE CAPITAL LEASE
     The components of the net investment in lease at September 30, 2001, were as follows (dollars in thousands):



|Gross Investment in Lease
Unearned Income on Lease
Net Investment in Lease | $ 490,697 (253,652)$ 237,045
|-------------------------------------------------------------------------- | ----------------------------

Gross investment in lease represents total capacity payments receivable over the term of the Power Purchase Agreement, net of executory costs, which are considered minimum lease payments in accordance with Statement of Financial Accounting Standards No. 13, "Accounting for Leases". 4.     RECLASSIFICATIONS          Certain reclassifications have been made to the prior period financial statements to conform with the classification used in the financial statements for the nine months ended September 30, 2001.



|LSP-WHITEWATER LIMITED PARTNERSHIP                         
|-----------------------------------------------------------
|BALANCE SHEETS                                             
|September 30, 2001 and December 31, 2000                   
|(Dollars in thousands)                                     
|                                                           
|                                                           
|ASSETS                                                     
|                                                           
|CURRENT ASSETS:                                            
|Cash and cash equivalents                                  
|Restricted cash                                            
|Accounts receivable - trade                                
|Accounts receivable - other                                
|Fuel inventories                                           
|Fuel held for resale                                       
|Spare parts inventories                                    
|Other current assets                                       
|Total current assets                                       
|                                                           
|NET INVESTMENT IN LEASE                                    
|                                                           
|GREENHOUSE FACILITY, net of accumulated                    
|depreciation of $1,696 and $1,369, respectively            
|                                                           
|DEBT ISSUANCE AND FINANCING COSTS, net of                  
|accumulated amortization of $1,797 and $1,535, respectively
|                                                           
|NOTE RECEIVABLE FROM AFFILIATE                             
|                                                           
|INVESTMENT IN UNCONSOLIDATED AFFILIATE                     
|                                                           
|Total assets                                               
|                                                           
|LIABILITIES AND PARTNERS' CAPITAL                          
|                                                           
|CURRENT LIABILTIES:                                        
|Current portion of First Mortgage Bonds Payable            
|Accounts payable                                           
|Accrued interest payable                                   
|Other accrued expenses                                     
|Total current liabilities                                  
|                                                           
|FIRST MORTGAGE BONDS PAYABLE                               
|Total liabilities                                          
|                                                           
|COMMITMENTS AND CONTINGENCIES                              
|                                                           
|PARTNERS' CAPITAL:                                         
|                                                           
|Total liabilities and partners' capital                    







|LSP-WHITEWATER LIMITED PARTNERSHIP                                    
|----------------------------------------------------------------------
|STATEMENTS OF INCOME                                                  
|For the Three Months and Nine Months Ended September 30, 2001 and 2000
|(Dollars in thousands)                                                
|(Unaudited)                                                           
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|OPERATING REVENUES:                                                   
|Lease revenue                                                         
|Service revenue                                                       
|Commodity sales                                                       
|Greenhouse revenue                                                    
|Other                                                                 
|                                                                      
|                                                                      
|OPERATING EXPENSES:                                                   
|Cost of services                                                      
|Commodity cost of sales                                               
|Greenhouse                                                            
|                                                                      
|                                                                      
|OPERATING INCOME                                                      
|                                                                      
|NON-OPERATING INCOME (EXPENSE):                                       
|Interest expense                                                      
|Interest income                                                       
|                                                                      
|                                                                      
|NET INCOME                                                            
|                                                                      







|LSP-WHITEWATER LIMITED PARTNERSHIP                          
|------------------------------------------------------------
|STATEMENTS OF CASH FLOWS                                    
|For the Nine Months Ended September 30, 2001 and 2000       
|(Dollars in thousands)                                      
|(Unaudited)                                                 
|                                                            
|                                                            
|                                                            
|CASH FLOWS FROM OPERATING ACTIVITIES:                       
|Net income                                                  
|Adjustments to reconcile net income to net                  
|cash provided by operating activities:                      
|Amortization of debt issuance and financing costs           
|Depreciation                                                
|Amortization of unearned lease income                       
|Minimum lease payments received                             
|Decrease in accounts receivable - trade                     
|Decrease in accounts receivable - other                     
|Decrease (increase) in fuel inventories                     
|Decrease (increase) in spare parts inventories              
|Decrease (increase) in other current assets                 
|Increase (decrease) in accounts payable                     
|Increase in accrued interest payable                        
|Increase (decrease) in accrued expenses                     
|Net cash flows provided by operating activities             
|                                                            
|CASH FLOWS FROM INVESTING ACTIVITIES:                       
|Increase in restricted cash                                 
|Net cash flows used in investing activities                 
|                                                            
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                 
|Payment on First Mortgage Bonds                             
|Partner distributions                                       
|Increase in note receivable from affiliate                  
|Net cash flows used in financing activities                 
|                                                            
|NET (DECREASE) INCREASE IN CASH 
       AND CASH EQUIVALENTS
|                                                            
|CASH AND CASH EQUIVALENTS, beginning of period              
|                                                            
|CASH AND CASH EQUIVALENTS, end of period                    
|                                                            





LSP-WHITEWATER LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED

1.     FINANCIAL STATEMENTS     The balance sheet as of September 30, 2001, the statements of income and cash flows for the three-month and nine-month periods ended September 30, 2001 and 2000 and the statements of cash flows for the nine-month periods ended September 30, 2001 and 2000, have been prepared by LSP-Whitewater Limited Partnership (the "Partnership"), without audit.  In the opinion of management, these unaudited condensed financial statements include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Partnership's financial position as of September 30, 2001, and the results of its operations for the three-month and nine-month periods ended September 30, 2001 and 2000, and its cash flows for the nine-month periods ended September 30, 2001 and 2000.
     The unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted.  While management believes that the disclosures made are adequate to make the information presented not misleading, these unaudited condensed financial statements should be read in conjunction with the Partnership's audited financial statements included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.2.     ORGANIZATION     LSP-Whitewater Limited Partnership is a Delaware limited partnership that was formed on December 14, 1993, to develop, finance, construct and own a gas-fired cogeneration facility with a design capacity of approximately 245 megawatts located in Whitewater, Wisconsin (the "Facility").  Construction and start-up of the Facility was substantially completed and commercial operation commenced September 18, 1997 (the "Commercial Operations Date").  The 1% general partner of the Partnership is LSP-Whitewater I, Inc., a wholly-owned subsidiary of Cogentrix Whitewater, LLC ("Cogentrix Whitewater").  Cogentrix Whitewater and TPC Whitewater, Inc. are the sole limited partners of the Partnership, owning approximately 73% and 26% limited partnership interests, respectively.  The ultimate parent of Cogentrix Whitewater is Cogentrix Energy, Inc. ("Cogentrix Energy"), a North Carolina corporation.
     The Partnership holds a 50% equity ownership interest in LS Power Funding Corporation ("Funding"), which was established on June 23, 1995, as a special purpose Delaware corporation to issue debt securities (the "Senior Secured Bonds") in connection with financing construction of the Facility and a similar gas-fired cogeneration facility located in Cottage Grove, Minnesota.  On June 30, 1995, a portion of the proceeds from the offering and sale of the Senior Secured Bonds issued by Funding was used to purchase $177 million of First Mortgage Bonds issued simultaneously by the Partnership.
     The Partnership sells up to 236.5 megawatts of electric capacity and associated energy generated by the Facility to Wisconsin Electric Power Company ("WEPCO" or, as the context requires, the "Utility") pursuant to a 25-year power purchase agreement (the "Power Purchase Agreement").  The Partnership may also sell to third parties up to 12 megawatts of electric capacity and any energy that is not dispatched by WEPCO.  The thermal energy generated by the Facility is provided in the form of steam to the University of Wisconsin - Whitewater under a steam supply agreement expiring on June 30, 2005, and in the form of hot water to a greenhouse owned by the Partnership (collectively, the "Steam Purchasers").3.     SALES-TYPE CAPITAL LEASE



|Gross Investment in Lease
Unearned Income on Lease
Net Investment in Lease | $ 528,020 (265,752)$ 262,268
|-------------------------------------------------------------------------- | ----------------------------

Gross investment in lease represents total capacity payments receivable over the term of the Power Purchase Agreement, net of executory costs, which are considered minimum lease payments in accordance with Statement of Financial Accounting Standards No. 13, "Accounting for Leases".4.     RECLASSIFICATIONS     Certain reclassifications have been made to the prior period financial statements to conform with the classification used in the financial statements for the nine months ended September 30, 2001.