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 PARTNERSHIP





|PART I                    |                                                                                         | 
|------------------------- | --------------------------------------------------------------------------------------- | 
|Item 1.                   | Condensed Financial Statements                                                          | 
|Item 2.                   | Management's Discussion and Analysis of
  Financial Condition and Results of Operations | 
|PART II                   |                                                                                         | 
|Item 6.                   | Exhibits and Reports on Form 8-K                                                        | 
|Signatures                |                                                                                         | 
|Financial Statement Index |                                                                                        
|                          |                                                                                        















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, 2001, 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 ("Cogentrix Cottage Grove"), are indirect subsidiaries of Cogentrix Energy, Inc. ("Cogentrix Energy").  See additional discussion under the heading "Change in Control" below.  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 ("Cogentrix Whitewater"), are indirect subsidiaries of Cogentrix Energy.  See additional discussion under the heading "Change in Control" below.  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:
|                                           

Cottage Grove and Whitewater each own 50% of the outstanding stock of Funding.Change in Control          On April 29, 2002, Cogentrix Cottage Grove, Cogentrix Whitewater, Cogentrix Energy and certain other wholly-owned subsidiaries of Cogentrix Energy (the "Affiliated Entities") entered into an asset purchase agreement with General Electric Capital Corporation ("GECC"), whereby GECC will purchase a 23.22% interest in the Cottage Grove Partnership, a 24.17% interest in the Whitewater Partnership and other interests owned by the Affiliated Entities (the "Purchase Agreement").  Concurrently with the execution of this Purchase Agreement, Cogentrix Energy entered into a definitive agreement with certain subsidiaries of Aquila, Inc. (formerly Utilicorp United) for those subsidiaries to acquire all of the outstanding common stock of Cogentrix Energy (the "Merger").  The closing of the Purchase Agreement transaction will occur immediately prior to the closing of the Merger transaction.  The Merger and Purchase Agreement are subject to certain consents and approvals.  There can be no assurances that the conditions of the Purchase Agreement and Merger will be satisfied and the transactions will be consummated.Results of OperationsCottage GroveOperating revenues decreased approximately 20.8% to $11.8 million for the first quarter of 2002 as compared to $14.9 million for the first quarter of 2001.  This decrease was the result of decreases in service revenue and commodity sales.  The decrease in service revenue resulted from a decrease in the variable energy rate charged to the steam purchaser, offset by an increase in megawatt hours sold to the purchasing utility.  Commodity sales decreased due to lower gas inventories being available for sale to third party purchasers.Operating expenses decreased approximately 32.7% to $7.2 million for the first quarter of 2002 as compared to $10.7 million for the first quarter of 2001.  This decrease was the result of decreases in cost of services and commodity cost of sales.  Cost of services decreased due to a decrease in fuel expense, a component of cost of services, as a result of decreased natural gas prices, which was partially offset by an increase in megawatt hours sold to the purchasing utility.  Commodity cost of sales decreased due to lower natural gas inventories being available for sale to third party purchasers.Interest expense consists primarily of interest expense on the First Mortgage Bonds and amortization of the costs incurred to issue the bonds.WhitewaterOperating revenues decreased approximately 19.9% to $13.7 million for the first quarter of 2002 as compared to $17.1 million for the first quarter of 2001.  The decrease was the result of decreases in service revenues and commodity sales.  Service revenues decreased due to a lower variable energy rate charged to the purchasing utility, which was partially offset by an increase in megawatt hours sold to the purchasing utility.  Commodity sales decreased due to lower natural gas inventories being available for sale to third party purchasers.Operating expenses decreased approximately 9.7% to $11.2 million for the first quarter of 2002 as compared to $12.4 million for the first quarter of 2001.  This decrease was the result of a decrease in cost of services resulting from a decrease in fuel expense, a component of cost of services, as a result of a decrease in natural gas prices.  The decrease in natural gas prices was partially offset by an increase in megawatt hours sold to the purchasing utility.  The decrease in fuel expense was partially offset by maintenance costs incurred during an unscheduled outage in February 2002.  These maintenance costs are a component of cost of services.  See additional discussion under the heading "Liquidity and Capital Resources - Other Financial Information."Interest expense consists primarily of interest expense on the First Mortgage Bonds and amortization of the costs incurred to issue the bonds.Liquidity and Capital ResourcesCottage Grove     The principal components of operating cash flow for the three-month period ended March 31, 2002, were net income of $1.7 million and a net $4.7 million of cash provided by changes in other working capital assets and liabilities.  Cash flows provided by operating activities of $6.7 million were primarily used to fund $6.2 million of restricted cash.Whitewater     The principal component of operating cash flow for the three-month period ended March 31, 2002, was a net $5.7 million of cash provided by changes in other working capital assets and liabilities.  Cash flows provided by operating activities of $5.5 million were primarily used to fund $5.4 million of restricted cash.
     Other Financial Information          On February 4, 2002, Whitewater experienced an unplanned outage as a result of failure of certain components within the Facility's combustion turbine.  Repairs to the components were made and operations restarted on February 17, 2002.  The Partnership currently estimates the total cost of the outage to be approximately $7,700,000, of which $5,650,000 is expected to be covered under the Partnership's insurance policy.  Management expects that the Facility's portion of the cost of this unplanned outage will be covered by cash flow from operations and does not believe that this event will adversely affect Whitewater's ability to meet its First Mortgage Bond obligations.
          Both Cottage Grove and Whitewater are required to maintain a debt service reserve fund as stipulated by certain financing documents.  During 1999 and 1998, the Partnerships transferred the debt service reserve funds to Cogentrix Energy.  The required debt service funds at March 31, 2002, equal to $7.0 million and $8.0 million for Cottage Grove and Whitewater, respectively, are included on the respective balance sheets as Note Receivable from Affiliate.  The receivables are backed by an irrevocable letter of credit from Cogentrix Energy.  
          Each Partnership maintains a letter of credit facility, which expires in June 2002 and provides for letters of credit in a face amount not to exceed $5.0 million for Whitewater and $5.5 million for Cottage Grove, that may be drawn on by the respective Partnership from time to time. Such letters of credit will satisfy certain requirements of the Partnerships under various project agreements. As of March 31, 2002, a $0.5 million letter of credit was outstanding under the Cottage Grove letter of credit facility to secure certain obligations of Cottage Grove under the Cottage Grove Power Purchase Agreement and no amounts are outstanding under the Whitewater letter of credit facility.  Management is currently negotiating with the bank providing these credit facilities to extend these facilities past the expiration date.  However, there are no assurances that they will be able to extend these facilities on economically attractive terms.
          In order to provide for the Partnerships' working capital needs, each Partnership maintains a working capital facility. Each working capital facility will provide for working capital loans in an aggregate principal amount not to exceed $3.0 million for each Partnership.  No amounts were outstanding under the working capital facilities as of March 31, 2002.
          The Partnerships expect that payments from the utilities under the Power Purchase Agreements will provide the substantial majority of the revenues of each of the Partnerships. Under and subject to the terms of the Power Purchase Agreements, each utility is obligated to purchase electric capacity made available to it and energy that it requests from the related Partnership. For additional information regarding NSP and WEPCO, reference is made to the respective Annual Reports filed on Form 10-K, the Quarterly Reports filed on Form 10-Q, proxy, and any other filings made by NSP and WEPCO with the Commission. 
          The Power Purchase Agreements are dispatchable contracts that provide the utilities with the ability to suspend or reduce purchases of electricity from the Facilities. The Power Purchase Agreements are structured such that the Partnerships will continue to receive capacity payments during any period of dispatch. Each Partnership is dependent on capacity payments under its Power Purchase Agreement to meet its fixed obligations, including the payment of debt service under each Partnership's First Mortgage Bonds (which will be Funding's sole source of revenues for payment of debt service under the Senior Secured Bonds). Capacity payments by each of NSP and WEPCO are based on the tested capacity and availability of the Facilities and are unaffected by levels of dispatch. Each Facility's capacity is subject to semi-annual verification through testing. Capacity payments are subject to reduction if a Facility is operating at reduced or degraded capacity at the time of such test, although each Facility is permitted a retest subject to certain retest limitations. Also, capacity payments for each Facility are subject to rebate or reduction if the respective Facility does not maintain certain minimum levels of availability. Under the Cottage Grove Power Purchase Agreement, capacity payments are further adjusted by, among other things, the capacity loss factor, which is determined in accordance with procedures jointly agreed to by Cottage Grove and NSP. The Partnerships expect to achieve the minimum capacity and availability levels; however, any material shortfall in tested capacity or availability over a significant period could result in a shortage of funds to the Partnerships. 
          Each Partnership presently believes that funds available from cash and investments on hand, restricted funds, operations and letter of credit and working capital facilities will be more than sufficient to liquidate each partnership's obligations as they come due, pay project debt service and make required contributions to project reserve accounts. 
          As with any power generation facility, operation of the Facilities involves certain risks, including the performance of a Facility below expected levels of output or efficiency, interruptions in fuel supply, pipeline disruptions, disruptions in the supply of thermal or electrical energy, power shut-downs due to the breakdown or failure of equipment or processes, violation of permit requirements (whether through operation or change in law), operator error, labor disputes or catastrophic events such as fires, earthquakes, explosions, floods or other similar occurrences affecting a Facility or its power purchasers, thermal energy purchasers, fuel suppliers or fuel transporters. The occurrence of any of these events could significantly reduce or eliminate revenues generated by a Facility or significantly increase the expenses of that Facility, thereby impacting the ability of a Partnership to make payments of the amounts necessary to fund principal of and interest on its First Mortgage Bonds, and consequently Funding's ability to make payments of principal and interest on the Senior Secured Bonds. Not all risks are insured and the proceeds of such insurance applicable to covered risks may not be adequate to cover a Facility's lost revenues or increased expenses. In addition, extended unavailability under the Power Purchase Agreements, which may result from one or more of such events, may entitle the respective Power Purchaser to terminate its Power Purchase Agreement. Impact Of Energy Price Changes, Interest Rates And Inflation
          The Partnerships have attempted to mitigate the risk of increases in fuel and transportation costs by providing contractually for matching increases in the energy payments the Partnerships receive from the utilities purchasing electricity generated by the Facilities. In addition, the Partnerships have hedged against the risk of fluctuations in interest rates by arranging fixed-rate financing.















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

Date:     May 15, 2002LSP-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:     May 15, 2002LSP-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:     May 15, 2002



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

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



















|LS POWER FUNDING CORPORATION                          
|------------------------------------------------------
|BALANCE SHEETS                                        
|March 31, 2002 and December 31, 2001                  
|(Dollars in thousands)                                
|                                                      
|                                                      
|ASSETS                                                
|                                                      
|CURRENT ASSETS:                                       
|Cash                                                  
|Current portion of investment in First Mortgage Bonds 
|Interest receivable on First Mortgage Bonds           
|Total current assets                                  
|                                                      
|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      
|Total current liabilities                             
|                                                      
|SENIOR SECURED BONDS PAYABLE                          
|Total liabilities                                     
|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            

The accompanying notes to the condensed financial statements are an integral part of these balance sheets.











|LS POWER FUNDING CORPORATION                      
|--------------------------------------------------
|STATEMENTS OF INCOME                              
|For the Three Months Ended March 31, 2002 and 2001
|(Dollars in thousands)                            
|(Unaudited)                                       
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|INTEREST INCOME                                   
|                                                  
|INTEREST EXPENSE                                  
|                                                  
|NET INCOME                                        
|                                                  
|EARNINGS PER COMMON SHARE                         

















|LS POWER FUNDING CORPORATION                      
|--------------------------------------------------
|STATEMENTS OF CASH FLOWS                          
|For the Three Months Ended March 31, 2002 and 2001
|(Dollars in thousands)                            
|(Unaudited)                                       
|                                                  
|                                                  
|                                                  
|CASH FLOWS FROM OPERATING ACTIVITIES:             
|                                                  
|Net cash flows provided by operating activities   
|                                                  
|CASH FLOWS FROM INVESTING ACTIVITIES:             
|                                                  
|Net cash flows provided by investing activities   
|                                                  
|CASH FLOWS FROM FINANCING ACTIVITIES:             
|                                                  
|Net cash flows provided by financing activities   
|                                                  
|NET INCREASE (DECREASE) IN CASH                   
|                                                  
|CASH, beginning of period                         
|                                                  
|CASH, end of period                               



The accompanying notes to the condensed financial statements are an integral part of these statements.









LS POWER FUNDING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED

1.     FINANCIAL STATEMENTS     The balance sheet as of March 31, 2002 and the statements of income and cash flows for the three-month periods ended March 31, 2002 and 2001, have been prepared by LS Power Funding Corporation ("Funding"), without audit.  In the opinion of management, these unaudited condensed financial statements include all adjustments (consisting of normal recurring adjustments) necessary to present fairly Funding's financial position as of March 31, 2002, and the results of its operations and its cash flows for the three-month periods ended March 31, 2002 and 2001.
     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 Funding's audited financial statements included in Funding's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.2.     ORGANIZATION
          Funding was established on June 23, 1995, as a special purpose Delaware corporation to issue debt securities in connection with financing construction of two gas-fired cogeneration facilities, one located in Cottage Grove, Minnesota, and the other located in Whitewater, Wisconsin.  LSP-Cottage Grove, L.P. ("Cottage Grove") and LSP-Whitewater Limited Partnership ("Whitewater") are single purpose Delaware limited partnerships established to develop, finance, construct and own the facilities at Cottage Grove and Whitewater, respectively.  Cottage Grove and Whitewater each own 50% of the outstanding stock of Funding.  Funding's sole business activities are limited to maintaining its organization, the offering of the Senior Secured Bonds and its acquisition of the First Mortgage Bonds issued by Cottage Grove and Whitewater.



















|LSP-COTTAGE GROVE, L.P.
BALANCE SHEETS
March 31, 2002 and December 31, 2001(Dollars in thousands)         
|----------------------------------------------------------------------------------------------------------
|                                                                                                          
|ASSETS                                                                                                    
|CURRENT ASSETS:                                                                                           
|Cash and cash equivalents                                                                                 
|Restricted cash                                                                                           
|Accounts receivable                                                                                       
|Fuel inventories                                                                                          
|Spare parts inventories                                                                                   
|Other current assets                                                                                      
|Total current assets                                                                                      
|                                                                                                          
|NET INVESTMENT IN LEASE                                                                                   
|                                                                                                          
|DEBT ISSUANCE AND FINANCING COSTS, net of accumulated
     amortization of $1,945 and $1,855, respectively
|                                                                                                          
|NOTE RECEIVABLE FROM AFFILIATE                                                                            
|                                                                                                          
|INVESTMENT IN UNCONSOLIDATED AFFILIATE                                                                    
|                                                                                                          
|OTHER ASSETS                                                                                              
|                                                                                                          
|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                                                                   

The accompanying notes to the condensed financial statements are an integral part of these balance sheets.







|LSP-COTTAGE GROVE, L.P.                           
|--------------------------------------------------
|STATEMENTS OF INCOME                              
|For the Three Months Ended March 31, 2002 and 2001
|(Dollars in thousands)                            
|(Unaudited)                                       
|                                                  
|                                                  
|                                                  
|OPERATING REVENUES:                               
|Lease revenue                                     
|Service revenue                                   
|Commodity sales                                   
|Other                                             
|                                                  
|                                                  
|OPERATING EXPENSES:                               
|Cost of services                                  
|Commodity cost of sales                           
|                                                  
|                                                  
|OPERATING INCOME                                  
|                                                  
|OTHER INCOME (EXPENSE):                           
|Interest expense                                  
|Interest income                                   
|                                                  
|                                                  
|NET INCOME                                        

The accompanying notes to the condensed financial statements are an integral part of these statements.













|LSP-COTTAGE GROVE, L.P.                                                                
|---------------------------------------------------------------------------------------
|STATEMENTS OF CASH FLOWS                                                               
|For the Three Months Ended March 31, 2002 and 2001                                     
|(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 (increase) in accounts receivable                                             
|Decrease in fuel inventories                                                           
|Decrease 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 FROM FINANCING ACTIVITIES:                                                  
|Net cash flows used in financing activities                                            
|                                                                                       
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                              
|                                                                                       
|CASH AND CASH EQUIVALENTS, beginning of period                                         
|                                                                                       
|CASH AND CASH EQUIVALENTS, end of period                                               

The accompanying notes to the condensed financial statements are an integral part of these statements.











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

1.     FINANCIAL STATEMENTS
     The balance sheet as of March 31, 2002 and the statements of income and cash flows for the three-month periods ended March 31, 2002 and 2001, 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 March 31, 2002 and the results of its operations and its cash flows for the three-month periods ended March 31, 2002 and 2001.
     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, 2001.2.     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 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.
          On April 29, 2002, Cogentrix Cottage Grove, Cogentrix Energy and certain other wholly-owned subsidiaries of Cogentrix Energy (the "Affiliated Entities") entered into an asset purchase agreement with General Electric Capital Corporation ("GECC"), whereby GECC will purchase a 23.22% interest in the Partnership and other interests owned by the Affiliated Entities (the "Purchase Agreement").  Concurrently with the execution of this Purchase Agreement, Cogentrix Energy entered into a definitive agreement with certain subsidiaries of Aquila, Inc. (formerly Utilicorp United) for those subsidiaries to acquire all of the outstanding common stock of Cogentrix Energy (the "Merger").  The closing of the Purchase Agreement transaction will occur immediately prior to the closing of the Merger transaction.  The Merger and Purchase Agreement are subject to certain consents and approvals.  There can be no assurances that the conditions of the Purchase Agreement and Merger will be satisfied and the purchase will be consummated.
     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  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 3M Company (formerly Minnesota Mining and Manufacturing Company, "3M") under a 30-year thermal energy sales agreement.3.     SALES-TYPE CAPITAL LEASE
     The components of the net investment in lease at March 31, 2002, were as follows (dollars in thousands):



|Gross Investment in Lease
Unearned Income on Lease
Net Investment in Lease | $479,915 (242,985)$236,930
|-------------------------------------------------------------------------- | --------------------------

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."

















|LSP-WHITEWATER LIMITED PARTNERSHIP                                                                      
|--------------------------------------------------------------------------------------------------------
|BALANCE SHEETS                                                                                          
|March 31, 2002 and December 31, 2001                                                                    
|(Dollars in thousands)                                                                                  
|                                                                                                        
|                                                                                                        
|ASSETS                                                                                                  
|CURRENT ASSETS:                                                                                         
|Cash and cash equivalents                                                                               
|Restricted cash                                                                                         
|Accounts receivable - trade                                                                             
|Accounts receivable - other                                                                             
|Fuel inventories                                                                                        
|Spare parts inventories                                                                                 
|Other current assets                                                                                    
|Total current assets                                                                                    
|                                                                                                        
|NET INVESTMENT IN LEASE                                                                                 
|GREENHOUSE FACILITY, net of accumulated
   depreciation of $1,915 and $1,805, respectively              
|DEBT ISSUANCE AND FINANCING COSTS, net of
   accumulated amortization of $1,979 and $1,887, respectively
|NOTE RECEIVABLE FROM AFFILIATE                                                                          
|INVESTMENT IN UNCONSOLIDATED AFFILIATE                                                                  
|OTHER ASSETS                                                                                            
|                                                                                                        
|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                                                                 

The accompanying notes to the condensed financial statements are an integral part of these balance sheets.







|LSP-WHITEWATER LIMITED PARTNERSHIP                
|--------------------------------------------------
|STATEMENTS OF OPERATIONS                          
|For the Three Months Ended March 31, 2002 and 2001
|(Dollars in thousands)                            
|(Unaudited)                                       
|                                                  
|                                                  
|                                                  
|OPERATING REVENUES:                               
|Lease revenue                                     
|Service revenue                                   
|Commodity sales                                   
|Other                                             
|                                                  
|                                                  
|OPERATING EXPENSES:                               
|Cost of services                                  
|Commodity cost of sales                           
|Greenhouse expenses                               
|                                                  
|                                                  
|OPERATING INCOME                                  
|                                                  
|OTHER INCOME (EXPENSE):                           
|Interest expense                                  
|Interest income                                   
|                                                  
|                                                  
|NET INCOME (LOSS)                                 

The accompanying notes to the condensed financial statements are an integral part of these statements.













|LSP-WHITEWATER LIMITED PARTNERSHIP                
|--------------------------------------------------
|STATEMENTS OF CASH FLOWS                          
|For the Three Months Ended March 31, 2002 and 2001
|(Dollars in thousands)                            
|(Unaudited)                                       
|                                                  
|                                                  
|CASH FLOWS FROM OPERATING ACTIVITIES:             
|Net income (loss)                                 
|Adjustments to reconcile net income (loss) 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 (increase) in accounts receivable - trade
|Decrease in accounts receivable - other           
|Decrease in fuel inventories                      
|Increase in spare parts inventories               
|Decrease (increase) in other current assets       
|Increase (decrease) in accounts payable           
|Increase in accrued interests payable             
|Increase (decrease) in accrued expenses           
|Net cash flows provided by operating activities   
|                                                  
|CASH FLOWS FROM INVESTING ACTIVITIES:             
|Purchase of greenhouse equipment                  
|Increase in restricted cash                       
|Net cash flows used in investing activities       
|                                                  
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES       
|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          

The accompanying notes to the condensed financial statements are an integral part of these statements.







LSP-WHITEWATER LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED

1.     FINANCIAL STATEMENTS



|Gross Investment in Lease
Unearned Income on Lease
Net Investment in Lease | $515,701 (254,097)$261,604
|-------------------------------------------------------------------------- | --------------------------

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.     UNSCHEDULED OUTAGE
          On February 4, 2002, the Partnership experienced an unplanned outage as a result of failure of certain components within the Facility's combustion turbine.  Repairs to the components were made and operations restarted on February 17, 2002.  The Partnership currently estimates the total cost of the outage to be approximately $7,700,000 of which $5,650,000 is expected to be covered under the Partnership's insurance policy.  Management expects that the Facility's portion of the cost of this unplanned outage will be covered by cash flow from operations and does not believe that this event will adversely affect Whitewater's ability to meet its First Mortgage Bond obligations.