|UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
|------------------------------------------------------------------------
|FORM 10-Q                                                               
|                                                                        











|Commission
File Number                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                         | Exact name of registrants as specified in their charters,
 State of Organization, address of principal executive offices
and registrants' telephone number | IRS Employer
Identification
Number
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                         |                                                                                                                                                            |                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                         |                                                                                                                                                           
|333-52397                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ESI TRACTEBEL ACQUISITION CORP.(a Delaware corporation) | 65-0827005                                                                                                                                                
|333-52397-01                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | NORTHEAST ENERGY, LP(a Delaware limited partnership)    | 65-0811248                                                                                                                                                
|c/o FPL Energy, LLC
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 691-7171                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) have been subject to such filing requirements for the past 90 days.
Yes  [   ]    No  [X]                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Securities Exchange Act.  (Check one)
Large accelerated filers  [   ]          Accelerated filers [   ]          Non-accelerated filers [X]                                                                                                                                                                                                                                                                                                                                                                     
|Indicate by check mark whether the registrants are shell companies as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes  [   ]    No  [X]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|APPLICABLE ONLY TO CORPORATE ISSUERS:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|As of October 31, 2006, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                         |                                                                                                                                                           
|This combined Form 10-Q represents separate filings by ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP). Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to the other registrant. The registrants make no representations whatsoever as to ESI Tractebel Funding Corp. (Funding Corp.), and Acquisition Corp. makes no representations whatsoever as to Northeast Energy Associates, a limited partnership (NEA) or North Jersey Energy Associates, a limited partnership (NJEA, and collectively with NEA the Partnerships).

|FORWARD-LOOKING STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "believe," "could," "estimated," "may," "plan," "potential," "projection," "target," "outlook") are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on the Acquisition Corp.'s and/or NE LP's (together, the registrants) operations and financial results, and could cause Acquisition Corp.'s and/or NE LP's actual results to differ materially from those contained in forward-looking statements made by or on behalf of either of the registrants in this Form 10-Q, in presentations, or in response to questions or otherwise.
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|These and other risk factors are included in this report in Part II, Item 1A. Risk Factors and in Part I, Item 1A. Risk Factors of the registrants' Annual Report on Form 10-K for the year ended December 31, 2005 (2005 Form 10-K).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which such statement is made. New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The issues and associated risks and uncertainties described or referred to above are not the only ones the registrants may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair the registrants' businesses and financial results in the future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           





|PART I - FINANCIAL INFORMATION
|------------------------------
|Item 1. Financial Statements  



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



|                                       |                                                                                                                              | September 30,
2006            |         |         | December 31,
2005 |  
|-------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------- | ------- | ----------------- | -
|                                       |                                                                                                                              |                               |         |         |                   |  
|ASSETS                                 |                                                                                                                              |                               |         |         |                   |  
|Current assets:                        |                                                                                                                              |                               |         |         |                   |  
|                                       | Cash and cash equivalents                                                                                                    |                               | $       | 110,688 |                   |  
|                                       | Accounts receivable                                                                                                          |                               |         | 64,467  |                   |  
|                                       | Spare parts inventories                                                                                                      |                               |         | 4,457   |                   |  
|                                       | Fuel inventories                                                                                                             |                               |         | 10,341  |                   |  
|                                       | Prepaid expenses and other current assets                                                                                    |                               |         | 5,880   |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              | Total current assets          |         |         | 195,833           |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|Non-current assets:                    |                                                                                                                              |                               |         |         |                   |  
|                                       | Deferred debt issuance costs (net of accumulated amortization of $5,178 and $4,788, respectively)                            |                               |         | 1,782   |                   |  
|                                       | Land                                                                                                                         |                               |         | 4,712   |                   |  
|                                       | Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $179,115 and $165,116, respectively) |                               |         | 351,520 |                   |  
|                                       | Power purchase agreements (net of accumulated amortization of $513,300 and $454,075, respectively)                           |                               |         | 428,056 |                   |  
|                                       | Other assets                                                                                                                 |                               |         | 294     |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              | Total non-current assets      |         |         | 786,364           |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|TOTAL ASSETS                           |                                                                                                                              | $                             | 982,197 |         |                   | $
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|LIABILITIES AND PARTNERS' EQUITY       |                                                                                                                              |                               |         |         |                   |  
|Current liabilities:                   |                                                                                                                              |                               |         |         |                   |  
|                                       | Current portion of notes payable - the Funding Corp.                                                                         |                               | $       | 53,331  |                   |  
|                                       | Current portion of notes payable - the Acquisition Corp.                                                                     |                               |         | 17,600  |                   |  
|                                       | Current portion of notes payable - affiliate                                                                                 |                               |         | 3,240   |                   |  
|                                       | Accounts payable                                                                                                             |                               |         | 2,725   |                   |  
|                                       | Accrued interest payable                                                                                                     |                               |         | 10,024  |                   |  
|                                       | Due to related parties                                                                                                       |                               |         | 9,119   |                   |  
|                                       | Other accrued expenses                                                                                                       |                               |         | 15,238  |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              | Total current liabilities     |         |         | 111,277           |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|Non-current liabilities:               |                                                                                                                              |                               |         |         |                   |  
|                                       | Deferred revenue                                                                                                             |                               |         | 20,503  |                   |  
|                                       | Notes payable - the Funding Corp.                                                                                            |                               |         | 198,651 |                   |  
|                                       | Notes payable - the Acquisition Corp.                                                                                        |                               |         | 160,600 |                   |  
|                                       | Note payable - affiliate                                                                                                     |                               |         | 15,943  |                   |  
|                                       | Energy bank and other liabilities                                                                                            |                               |         | 15,832  |                   |  
|                                       | Lease payable                                                                                                                |                               |         | 554     |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              | Total non-current liabilities |         |         | 412,083           |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|COMMITMENTS AND CONTINGENCIES          |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|Partners' equity:                      |                                                                                                                              |                               |         |         |                   |  
|                                       | General partners                                                                                                             |                               |         | 9,039   |                   |  
|                                       | Limited partners                                                                                                             |                               |         | 449,798 |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              | Total partners' equity        |         |         | 458,837           |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|TOTAL LIABILITIES AND PARTNERS' EQUITY |                                                                                                                              | $                             | 982,197 |         |                   | $
|                                       |                                                                                                                              |                               |         |         |                   |  



|This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2005 Form 10-K for NE LP and Subsidiaries.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)
|----------------------------------------------------------------------------------------------------------------------------------------



|                             |                                        | Three Months Ended
September 30, |         |        | Nine Months Ended
September 30, |  
|---------------------------- | -------------------------------------- | -------------------------------- | ------- | ------ | ------------------------------- | -
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | 2006                             |         |        | 2005                            |  
|                             |                                        |                                  |         |        |                                 |  
|REVENUES                     |                                        | $                                | 109,991 |        |                                 | $
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|COSTS AND EXPENSES (INCOME): |                                        |                                  |         |        |                                 |  
|                             | Fuel (net of fuel sales)               |                                  |         | 22,602 |                                 |  
|                             | Operations and maintenance             |                                  |         | 3,685  |                                 |  
|                             | Depreciation and amortization          |                                  |         | 24,570 |                                 |  
|                             | General and administrative             |                                  |         | 2,778  |                                 |  
|                             | Net gain on restructuring of contracts |                                  |         | -      |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | Total costs and expenses         |         |        | 53,635                          |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|OPERATING INCOME             |                                        |                                  | 56,356  |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|OTHER EXPENSE (INCOME):      |                                        |                                  |         |        |                                 |  
|                             | Amortization of debt issuance costs    |                                  |         | 132    |                                 |  
|                             | Interest expense                       |                                  |         | 10,705 |                                 |  
|                             | Interest income                        |                                  |         | (558   | )                               |  
|                             | Other income                           |                                  |         | -      |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | Total other expense - net        |         |        | 10,279                          |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|NET INCOME                   |                                        | $                                | 46,077  |        |                                 | $
|                             |                                        |                                  |         |        |                                 |  





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



|                                                       |                                                 |                                       |  |  |  |  |  |  |  | Nine Months Ended
September 30, |        
|------------------------------------------------------ | ----------------------------------------------- | ------------------------------------- |  |  |  |  |  |  |  | ------------------------------- | -------
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  | 2006                            |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|NET CASH PROVIDED BY OPERATING ACTIVITIES              |                                                 |                                       |  |  |  |  |  |  |  | $                               | 145,820
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Capital expenditures                            |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 | Net cash used in investing activities |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Principal payment on the Funding Corp. notes    |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Principal payment on the Acquisition Corp. note |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Principal payments on the affiliate notes       |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Distributions to partners                       |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 | Net cash used in financing activities |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|Net increase in cash and cash equivalents              |                                                 |                                       |  |  |  |  |  |  |  |                                 | 14,633 
|Cash and cash equivalents at beginning of period       |                                                 |                                       |  |  |  |  |  |  |  |                                 | 96,055 
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|Cash and cash equivalents at end of period             |                                                 |                                       |  |  |  |  |  |  |  | $                               | 110,688
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Cash paid for interest                          |                                       |  |  |  |  |  |  |  |                                 | $      
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES: |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Assumption of liability by partners             |                                       |  |  |  |  |  |  |  |                                 | $      



|This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2005 Form 10-K for NE LP and Subsidiaries.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|                                       |                                                                                                                              | September 30,
2006            |         |         | December 31,
2005 |  
|-------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------- | ------- | ----------------- | -
|                                       |                                                                                                                              |                               |         |         |                   |  
|ASSETS                                 |                                                                                                                              |                               |         |         |                   |  
|Current assets:                        |                                                                                                                              |                               |         |         |                   |  
|                                       | Cash and cash equivalents                                                                                                    |                               | $       | 94,586  |                   |  
|                                       | Accounts receivable                                                                                                          |                               |         | 64,467  |                   |  
|                                       | Spare parts inventories                                                                                                      |                               |         | 4,457   |                   |  
|                                       | Fuel inventories                                                                                                             |                               |         | 10,341  |                   |  
|                                       | Prepaid expenses and other current assets                                                                                    |                               |         | 5,871   |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              | Total current assets          |         |         | 179,722           |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|Non-current assets:                    |                                                                                                                              |                               |         |         |                   |  
|                                       | Land                                                                                                                         |                               |         | 4,712   |                   |  
|                                       | Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $179,115 and $165,116, respectively) |                               |         | 351,520 |                   |  
|                                       | Power purchase agreements (net of accumulated amortization of $513,300 and $454,075, respectively)                           |                               |         | 428,056 |                   |  
|                                       | Other assets                                                                                                                 |                               |         | 294     |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              | Total non-current assets      |         |         | 784,582           |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|TOTAL ASSETS                           |                                                                                                                              | $                             | 964,304 |         |                   | $
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|LIABILITIES AND PARTNERS' EQUITY       |                                                                                                                              |                               |         |         |                   |  
|Current liabilities:                   |                                                                                                                              |                               |         |         |                   |  
|                                       | Current portion of notes payable - the Funding Corp.                                                                         |                               | $       | 53,331  |                   |  
|                                       | Accounts payable                                                                                                             |                               |         | 2,725   |                   |  
|                                       | Accrued interest payable                                                                                                     |                               |         | 6,064   |                   |  
|                                       | Due to related parties                                                                                                       |                               |         | 9,119   |                   |  
|                                       | Other accrued expenses                                                                                                       |                               |         | 15,238  |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              | Total current liabilities     |         |         | 86,477            |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|Non-current liabilities:               |                                                                                                                              |                               |         |         |                   |  
|                                       | Deferred revenue                                                                                                             |                               |         | 20,503  |                   |  
|                                       | Notes payable - the Funding Corp.                                                                                            |                               |         | 198,651 |                   |  
|                                       | Energy bank and other liabilities                                                                                            |                               |         | 15,681  |                   |  
|                                       | Lease payable                                                                                                                |                               |         | 554     |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              | Total non-current liabilities |         |         | 235,389           |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|COMMITMENTS AND CONTINGENCIES          |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|Partners' equity:                      |                                                                                                                              |                               |         |         |                   |  
|                                       | General partners                                                                                                             |                               |         | 6,424   |                   |  
|                                       | Limited partners                                                                                                             |                               |         | 636,014 |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              | Total partners' equity        |         |         | 642,438           |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|                                       |                                                                                                                              |                               |         |         |                   |  
|TOTAL LIABILITIES AND PARTNERS' EQUITY |                                                                                                                              | $                             | 964,304 |         |                   | $
|                                       |                                                                                                                              |                               |         |         |                   |  



|This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2005 Form 10-K for NEA and NJEA.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
CONDENSED COMBINED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                             |                                        | Three Months Ended
September 30, |         |        | Nine Months Ended
September 30, |  
|---------------------------- | -------------------------------------- | -------------------------------- | ------- | ------ | ------------------------------- | -
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | 2006                             |         |        | 2005                            |  
|                             |                                        |                                  |         |        |                                 |  
|REVENUES                     |                                        | $                                | 109,991 |        |                                 | $
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|COSTS AND EXPENSES (INCOME): |                                        |                                  |         |        |                                 |  
|                             | Fuel (net of fuel sales)               |                                  |         | 22,602 |                                 |  
|                             | Operations and maintenance             |                                  |         | 3,684  |                                 |  
|                             | Depreciation and amortization          |                                  |         | 24,570 |                                 |  
|                             | General and administrative             |                                  |         | 2,780  |                                 |  
|                             | Net gain on restructuring of contracts |                                  |         | -      |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | Total costs and expenses         |         |        | 53,636                          |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|OPERATING INCOME             |                                        |                                  | 56,355  |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|OTHER EXPENSE (INCOME):      |                                        |                                  |         |        |                                 |  
|                             | Interest expense                       |                                  |         | 6,705  |                                 |  
|                             | Interest income                        |                                  |         | (549   | )                               |  
|                             | Other income                           |                                  |         | -      |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | Total other expense - net        |         |        | 6,156                           |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|NET INCOME                   |                                        | $                                | 50,199  |        |                                 | $
|                             |                                        |                                  |         |        |                                 |  





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



|                                                       |                                              |                                       |  |  |  |  |  |  |  | Nine Months Ended
September 30, |        
|------------------------------------------------------ | -------------------------------------------- | ------------------------------------- |  |  |  |  |  |  |  | ------------------------------- | -------
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  | 2006                            |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|NET CASH PROVIDED BY OPERATING ACTIVITIES              |                                              |                                       |  |  |  |  |  |  |  | $                               | 154,060
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Capital expenditures                         |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              | Net cash used in investing activities |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Principal payment on the Funding Corp. notes |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Distributions to partners                    |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              | Net cash used in financing activities |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|Net (decrease) increase in cash and cash equivalents   |                                              |                                       |  |  |  |  |  |  |  |                                 | (1,461 
|Cash and cash equivalents at beginning of period       |                                              |                                       |  |  |  |  |  |  |  |                                 | 96,047 
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|Cash and cash equivalents at end of period             |                                              |                                       |  |  |  |  |  |  |  | $                               | 94,586 
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Cash paid for interest                       |                                       |  |  |  |  |  |  |  |                                 | $      
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES: |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Assumption of liability by parent company    |                                       |  |  |  |  |  |  |  |                                 | $      



|This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2005 Form 10-K for NEA and NJEA.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ESI TRACTEBEL FUNDING CORP.
CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
|---------------------------------------------------------------------------------------



|                                           |                                                                              | September 30,
2006        |         |        | December 31,
2005 |  
|------------------------------------------ | ---------------------------------------------------------------------------- | ------------------------- | ------- | ------ | ----------------- | -
|                                           |                                                                              |                           |         |        |                   |  
|ASSETS                                     |                                                                              |                           |         |        |                   |  
|Current assets:                            |                                                                              |                           |         |        |                   |  
|                                           | Cash                                                                         |                           | $       | 1      |                   |  
|                                           | Interest receivable from the Partnerships                                    |                           |         | 6,064  |                   |  
|                                           | Current portion of notes receivable from the Partnerships                    |                           |         | 53,331 |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|                                           |                                                                              | Total current assets      |         |        | 59,396            |  
|                                           |                                                                              |                           |         |        |                   |  
|Notes receivable from the Partnerships     |                                                                              |                           | 198,651 |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|TOTAL ASSETS                               |                                                                              | $                         | 258,047 |        |                   | $
|                                           |                                                                              |                           |         |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                              |                           |         |        |                   |  
|Current liabilities:                       |                                                                              |                           |         |        |                   |  
|                                           | Current portion of debt securities payable                                   |                           | $       | 53,331 |                   |  
|                                           | Accrued interest payable                                                     |                           |         | 6,064  |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|                                           |                                                                              | Total current liabilities |         |        | 59,395            |  
|                                           |                                                                              |                           |         |        |                   |  
|Debt securities payable                    |                                                                              |                           | 198,651 |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|COMMITMENTS AND CONTINGENCIES              |                                                                              |                           |         |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|Stockholders' equity:                      |                                                                              |                           |         |        |                   |  
|                                           | Common stock, no par value, 10,000 shares authorized, issued and outstanding |                           |         | 1      |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                              | $                         | 258,047 |        |                   | $
|                                           |                                                                              |                           |         |        |                   |  







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



|                 |  | Three Months Ended
September 30, |        |   | Nine Months Ended
September 30, |  
|---------------- |  | -------------------------------- | ------ | - | ------------------------------- | -
|                 |  |                                  |        |   |                                 |  
|                 |  | 2006                             |        |   | 2005                            |  
|                 |  |                                  |        |   |                                 |  
|Interest income  |  | $                                | 6,064  |   |                                 | $
|Interest expense |  |                                  | (6,064 | ) |                                 |  
|                 |  |                                  |        |   |                                 |  
|                 |  |                                  |        |   |                                 |  
|NET INCOME       |  | $                                | -      |   |                                 | $
|                 |  |                                  |        |   |                                 |  



|These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2005 Form 10-K for the Funding Corp.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



|This report should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2005 Form 10-K for the Funding Corp.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ESI TRACTEBEL ACQUISITION CORP.
CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
|-------------------------------------------------------------------------------------------



|                                           |                                                                                       | September 30,
2006            |         |         | December 31,
2005 |  
|------------------------------------------ | ------------------------------------------------------------------------------------- | ----------------------------- | ------- | ------- | ----------------- | -
|                                           |                                                                                       |                               |         |         |                   |  
|ASSETS                                     |                                                                                       |                               |         |         |                   |  
|Current assets:                            |                                                                                       |                               |         |         |                   |  
|                                           | Current portion of note receivable from NE LP                                         |                               | $       | 17,600  |                   |  
|                                           | Interest receivable from NE LP                                                        |                               |         | 3,560   |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       | Total current assets          |         |         | 21,160            |  
|                                           |                                                                                       |                               |         |         |                   |  
|Non-current assets:                        |                                                                                       |                               |         |         |                   |  
|                                           | Due from NE LP                                                                        |                               |         | 152     |                   |  
|                                           | Note receivable from NE LP                                                            |                               |         | 160,600 |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       | Total non-current assets      |         |         | 160,752           |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|TOTAL ASSETS                               |                                                                                       | $                             | 181,912 |         |                   | $
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                                       |                               |         |         |                   |  
|Current liabilities:                       |                                                                                       |                               |         |         |                   |  
|                                           | Income taxes payable                                                                  |                               | $       | 39      |                   |  
|                                           | Current portion of debt securities payable                                            |                               |         | 17,600  |                   |  
|                                           | Accrued interest payable                                                              |                               |         | 3,560   |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       | Total current liabilities     |         |         | 21,199            |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|Non-current liabilities:                   |                                                                                       |                               |         |         |                   |  
|                                           | Debt securities payable                                                               |                               |         | 160,600 |                   |  
|                                           | Other                                                                                 |                               |         | 39      |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       | Total non-current liabilities |         |         | 160,639           |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|TOTAL LIABILITIES                          |                                                                                       |                               | 181,838 |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|COMMITMENTS AND CONTINGENCIES              |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|Stockholders' equity:                      |                                                                                       |                               |         |         |                   |  
|                                           | Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding |                               |         | -       |                   |  
|                                           | Retained earnings                                                                     |                               |         | 74      |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                       | $                             | 181,912 |         |                   | $
|                                           |                                                                                       |                               |         |         |                   |  





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



|                           |  | Three Months Ended
September 30, |        |   | Nine Months Ended
September 30, |  
|-------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | -
|                           |  |                                  |        |   |                                 |  
|                           |  | 2006                             |        |   | 2005                            |  
|                           |  |                                  |        |   |                                 |  
|Interest income            |  | $                                | 3,560  |   |                                 | $
|Interest expense           |  |                                  | (3,557 | ) |                                 |  
|                           |  |                                  |        |   |                                 |  
|Income before income taxes |  |                                  | 3      |   |                                 |  
|Income tax expense         |  |                                  | (1     | ) |                                 |  
|                           |  |                                  |        |   |                                 |  
|                           |  |                                  |        |   |                                 |  
|NET INCOME                 |  | $                                | 2      |   |                                 | $
|                           |  |                                  |        |   |                                 |  



|These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2005 Form 10-K for the Acquisition Corp.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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



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



|This report should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2005 Form 10-K for the Acquisition Corp.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|The accompanying Condensed Consolidated Financial Statements, Condensed Combined Financial Statements and Condensed Financial Statements should be read in conjunction with the 2005 Form 10-K for the registrants. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period generally will not give a true indication of results for the year.                                                                                                                                                                                                                                                                                                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.  New Accounting Rules and Interpretations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Accounting for Planned Major Maintenance Activities - In September 2006, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) AUG AIR-1, "Accounting for Planned Major Maintenance Activities," which eliminates the accrue-in-advance method for recognizing costs associated with planned major maintenance activities. NE LP and the Partnerships currently utilize the accrue-in-advance method to account for certain planned major maintenance costs. Upon adoption of FSP AUG AIR-1, NE LP and the Partnerships will utilize the deferral method to account for certain planned major maintenance costs. NE LP and the Partnerships will be required to adopt FSP AUG AIR-1 beginning January 1, 2007 and apply it retrospectively. NE LP and the Partnerships are currently evaluating the impact of adopting FSP AUG AIR-1.
|Fair Value Measurements - In September 2006, the FASB issued Statement of Financial Accounting Standards No. (FAS) 157, "Fair Value Measurements," which clarifies how to measure fair value and requires enhanced fair value measurement disclosures. The standard emphasizes that fair value is a market-based measurement, not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets for identical assets or liabilities. The registrants, the Partnerships and the Funding Corp. will be required to adopt FAS 157 on January 1, 2008. The registrants, the Partnerships and the Funding Corp. are currently evaluating the impact of FAS 157.                                                                                                                                 
|2.  Combined Statement of Partners' Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|NEA's and NJEA's general partner (GP) and limited partner (LP) equity balances are comprised of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



|                             |  | NEA                    |       | NJEA |   | Combined | 
|---------------------------- |  | ---------------------- | ----- | ---- | - | -------- | 
|                             |  |                        |       |      |   |          | 
|                             |  | GP                     |       | LP   |   | Total    | 
|                             |  |                        |       |      |   |          | 
|                             |  | (Thousands of Dollars) |      
|                             |  |                        |       |      |   |          | 
|Balances, December 31, 2005  |  | $                      | 2,569 |      | $ | 254,384  | 
|Balances, September 30, 2006 |  | $                      | 2,520 |      | $ | 249,545  | 



|The Partnerships (NEA and NJEA) paid distributions to NE LP totaling $126.7 million and $72.1 million for the nine months ended September 30, 2006 and 2005, respectively. NE LP issued distributions totaling $94.2 million and $13.4 million to its partners for the nine months ended September 30, 2006 and 2005, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.  Accounting for Derivative Instruments and Hedging Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Derivative instruments are recorded on NE LP's and the Partnerships' consolidated and combined balance sheets as either an asset or liability (in prepaid expenses and other current assets, other assets and other accrued expenses) measured at fair value in accordance with FAS 133 (as amended and interpreted). NE LP and the Partnerships use derivative instruments (primarily forward purchases and sales, and swaps) to manage the commodity price risk inherent in fuel and electricity contracts. In addition NE LP and the Partnerships use derivatives to optimize the value of power generation assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|All changes in the derivatives' fair value (unrealized mark-to-market gains and losses) for power purchases and sales are recognized net in revenues, and fuel purchases and sales are recognized net in fuel expense unless hedge accounting is applied. While substantially all of NE LP's and the Partnerships' derivative transactions are entered into for the purposes described above, hedge accounting is only applied where specific criteria are met and it is practicable to do so. In order to apply hedge accounting, the transaction must be designated as a hedge at inception and it must be highly effective in offsetting the hedged risk. Additionally, for hedges of commodity price risk, physical delivery for forecasted commodity transactions must be probable. NE LP and the Partnerships believe that where offsetting positions exist at the same location for the same time, the transactions are considered to have been netted and therefore physical delivery has not occurred. Generally, the hedging instrument's effectiveness is assessed utilizing regression analysis at the inception of the hedge and on at least a quarterly basis throughout its life. At September 30, 2006, no cash flow hedges existed at NE LP and the Partnerships. The effective portion of the gain or loss on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income (OCI) and is reclassified into earnings in the period(s) during which the transaction being hedged affects earnings. The ineffective portion of these hedges flows through earnings in the current period. Settlement gains and losses are included within the line items in the statements of operations to which they relate. There were no net gains/losses on cash flow hedges in comprehensive income for the three and nine months ended September 30, 2006 and 2005. As a result, there were no differences between comprehensive income and net income for the three and nine months ended September 30, 2006 and 2005, respectively.
|Unrealized mark-to-market gains/(losses) on derivative transactions were $3.9 million and $(8.2) million for the quarters ended September 30, 2006 and 2005, respectively, and are included in fuel expense (net of fuel sales) on the condensed consolidated and combined statements of operations. Unrealized mark-to-market gains/(losses) on derivative transactions were $5.8 million and $(4.9) million for the nine months ended September 30, 2006 and 2005, respectively, and are included in fuel expense (net of fuel sales) on the condensed consolidated and combined statements of operations. The current portion of the derivative asset was $4.4 million at September 30, 2006 and is included in the condensed combined and consolidated balance sheets under prepaid expenses and other current assets. There were no non-current derivative assets at September 30, 2006. There were no derivative liabilities at September 30, 2006. For the nine months ended September 30, 2005, NE LP and the Partnerships recognized a net loss of $40.4 million due to the write-off of derivative assets associated with NJEA's termination of its two off-peak power purchase contracts with FPL Energy Power Marketing, Inc. (PMI) and Suez Energy Marketing NA, Inc. (TEMI) which is included as a reduction to revenues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.  Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The long-term contractual obligations of NE LP and the Partnerships at September 30, 2006 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



|NE LP AND THE PARTNERSHIPS
September 30, 2006
(Thousands of Dollars)
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|                              |                                                                                                                                                                                                                      | Total |         | 2006    |   | 2007 - 08 |        | 2009 - 10 |         | Thereafter
|----------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ------- | ------- | - | --------- | ------ | --------- | ------- | ----------
|                              |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|CONTRACTUAL OBLIGATIONS       |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|                              |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|The Partnerships:             |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|                              | Funding Corp. debt(a)                                                                                                                                                                                                |       | $       | 315,313 |   | $         | 38,449 |           | $       | 141,871   
|                              | Operating leases                                                                                                                                                                                                     |       |         | 1,763   |   |           | 71     |           |         | 606       
|                              | Other long-term obligations:                                                                                                                                                                                         |       |         |         |   |           |        |           |         |           
|                              | Energy bank liability                                                                                                                                                                                                |       |         | 11,017  |   |           | -      |           |         | 11,017    
|                              | Administrative agreement(b)                                                                                                                                                                                          |       |         | 7,350   |   |           | 150    |           |         | 1,200     
|                              | O&M agreement(b)                                                                                                                                                                                                     |       |         | 15,375  |   |           | 375    |           |         | 3,000     
|                              | Fuel management agreement(b)                                                                                                                                                                                         |       |         | 15,525  |   |           | 225    |           |         | 1,800     
|                              | Steam sales termination agreement(c)                                                                                                                                                                                 |       |         | 5,189   |   |           | 1,038  |           |         | 4,151     
|                              | Natural gas, including transportation and storage                                                                                                                                                                    |       |         | 57,544  |   |           | 2,418  |           |         | 19,462    
|                              |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|Total Partnerships            |                                                                                                                                                                                                                      |       | 429,076 |         |   | 42,726    |        |           | 183,107 |           
|                              |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|NE LP:                        |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|                              | Acquisition Corp. debt(a)                                                                                                                                                                                            |       |         | 231,110 |   |           | 13,719 |           |         | 68,785    
|                              | Affiliate debt(a)                                                                                                                                                                                                    |       |         | 23,825  |   |           | 2,382  |           |         | 9,530     
|                              |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|Total NE LP                   |                                                                                                                                                                                                                      |       | 254,935 |         |   | 16,101    |        |           | 78,315  |           
|                              |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|                              |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|Total contractual obligations |                                                                                                                                                                                                                      | $     | 684,011 |         | $ | 58,827    |        | $         | 261,422 |           
|                              |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|                              |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|                              |                                                                                                                                                                                                                      |       |         |         |   |           |        |           |         |           
|(a)                           | Includes principal and interest.                                                                                                                                                                                    
|(b)                           | Represents the minimum obligation under the terms of the agreement. The minimum obligation is subject to an annual inflation factor adjustment, which is excluded from the minimum obligation included in the table.
|(c)                           | Represents the gross amount due under the agreement. Approximately $0.8 million is reimbursed by the New Jersey utility annually under the terms of the amended and restated power purchase agreement.              



|Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein (the Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2005 Form 10-K for the registrants. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Results of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|NE LP Consolidated and the Partnerships - NE LP's consolidated net income for the three months ended September 30, 2006 was $46.1 million compared to $36.6 million for the same period in 2005, and the Partnerships' net income for the three months ended September 30, 2006 was $50.2 million compared to $41.0 million for the same period in 2005. Net income increased for the three months ended September 30, 2006 compared to the same period in 2005 due primarily to a net change in unrealized mark-to-market gains/(losses) on derivatives of $12.1 million, lower fuel expense, net of fuel sales, of $10.7 million due primarily to lower gas prices, increased revenues of $6.4 million due to higher generation from the NJEA and NEA facilities (merchant generation) resulting from favorable market conditions, and lower interest expense of $2.3 million due to lower outstanding debt balances. These increases were partially offset by lower revenues net of purchase power of $10.7 million due primarily to unfavorable pricing, lower margin on gas sales of $5.0 million, higher fuel expense, net of fuel sales, of $4.4 million due to higher merchant generation, higher amortization on purchased power agreements of $0.8 million, lower utility energy bank interest of $0.7 million due to lower outstanding balances, and higher operations and maintenance expenses of $0.5 million due to higher merchant generation.                                                                                                                                                                                         
|NE LP's consolidated net income for the nine months ended September 30, 2006 was $131.9 million compared to $75.9 million for the same period in 2005, and the Partnerships' net income for the nine months ended September 30, 2006 was $144.5 million compared to $89.4 million for the same period in 2005. Net income increased for the nine months ended September 30, 2006 compared to the same period in 2005 due primarily to net losses in 2005 of $40.4 million from the termination of power purchase contracts that did not recur in 2006, lower fuel expense, net of fuel sales, of $36.6 million due primarily to supplying power from the market rather than the NJEA and NEA facilities coupled with lower gas prices, higher revenues net of purchase power of $16.6 million due to favorable pricing, higher unrealized mark-to-market gains of $10.7 million on derivatives, lower consolidated interest expense of $6.9 million due to lower outstanding debt balances, and higher margin on gas sales of $3.7 million. These increases were partially offset by lower revenues net of purchase power of $27.2 million due primarily to supplying power from the market rather than the NJEA and NEA facilities, a prior year gain of $19.5 million on restructuring of contracts that did not recur in 2006, higher amortization on power purchase agreements of $5.3 million, lower emissions credit sales of $2.9 million, lower utility energy bank interest of $2.2 million due to lower outstanding balances, and higher operations and maintenance expenses of $1.6 million due primarily to scheduled maintenance outages.
|Net gain on restructuring of contracts decreased for the nine months ended September 30, 2006 compared to the same period in 2005 due primarily to the prior year gain of $22.5 million recognized on the effective date of a termination agreement between NEA and one of its fuel suppliers, partially offset by a loss of $2.4 million recognized on the effective date of the termination of the remaining power purchase agreement between NEA and New England Power Company and a loss of $0.6 million recognized on the effective date of the termination of the operating lease on the carbon dioxide facility. There were no gains or losses on contract restructurings during the three months ended September 30, 2006 and 2005, or during the first nine months of 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|In February 2005, NJEA terminated its two off-peak power purchase contracts with PMI and TEMI, which had been entered into effective January 2004, each of which provided for the purchase of up to 125 mw per off-peak hour at a fixed price to supply power to the New Jersey utility. The derivative assets associated with these contracts were subsequently written-off resulting in net losses of $40.4 million in the first nine months of 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Revenues decreased for the three months ended September 30, 2006 compared to the same period in 2005 primarily due to unfavorable pricing under the power purchase agreements which decreased revenues by $10.7 million and lower utility energy bank interest of $0.7 million. These decreases were partially offset by lower purchased power costs of $6.4 million due to higher merchant generation. NE LP's revenues for the three months ended September 30, 2006 and 2005 were comprised of approximately $110.0 million and $114.8 million of power sales to utilities, respectively. Power sales to utilities reflect energy bank amortization and interest totaling $10.1 million and $10.8 million for the three months ended September 30, 2006 and 2005, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Fuel expense, net of fuel sales, decreased for the three months ended September 30, 2006 due to a net change in unrealized mark-to-market gains/(losses) on derivatives of $12.1 million primarily associated with gas storage supply and transportation and by $10.7 million due primarily to lower gas prices. These reductions to fuel expense were partially offset by lower margin on gas sales of $5.0 million due to lower gas prices and volume of sales due to the termination of a fuel supply agreement in 2005 and higher expense of  $4.4 million due to higher merchant generation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Revenues increased for the nine months ended September 30, 2006 compared to the same period in 2005 due primarily to a realized loss of $40.4 million recognized in 2005 due to the write-off of derivative assets associated with the off-peak power purchased contracts described above that did not recur in 2006, and favorable pricing under the Partnerships' power purchase agreements which increased revenues by $16.6 million. These increases were partially offset by higher purchased power costs of $27.2 million due to market sourcing of power to fulfill the Partnerships' obligations under the power purchase agreements, lower emissions credit sales of $2.9 million, lower utility energy bank interest of $2.2 million due to lower outstanding balances, and lower steam revenue of $0.2 million due to NEA's termination of its steam sales agreement on April 30, 2005. NE LP's revenues for the nine months ended September 30, 2006 and 2005 were comprised of $278.2 million and $253.5 million of power sales to utilities net of purchased power and $0 and $0.2 million of steam sales, respectively. The Partnerships' revenues for the nine months ended September 30, 2006 and 2005 were comprised of $278.2 million and $253.5 million of power sales to utilities net of purchased power and $0 and $0.2 million of steam sales, respectively. Power sales to utilities reflect energy bank amortization and interest totaling $30.4 million and $32.7 million and emissions credit sales of $1.8 million and $4.7 million for the nine months ended September 30, 2006 and 2005, respectively.                 
|Fuel expense, net of fuel sales, decreased for the nine months ended September 30, 2006 compared to the same period in 2005 by $28.2 million due primarily to supplying power from the market rather than the NJEA and NEA facilities, higher unrealized mark-to-market gains of $10.7 million on derivatives, $8.4 million due to lower gas prices, and $3.7 million due to higher margin on gas sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Operations and maintenance expenses increased for the three and nine months ended September 30, 2006 compared to the same periods in 2005 due to scheduled maintenance outages at the NEA and NJEA facilities and higher merchant generation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Depreciation and amortization increased for the three and nine months ended September 30, 2006 compared to the same periods in 2005 primarily due to amortization of the prior year's addition of an intangible asset related to the NEA amended and restated power purchase agreements that were effective in February 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|General and administrative expenditures increased for the nine months ended September 30, 2006 compared to the same period in 2005 primarily due to higher fees to the managing general partner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt. NE LP and the Partnerships are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2006, NE LP and the Partnerships made their scheduled debt service payments. Interest expense for NE LP and the Partnerships decreased in the three and nine months ended September 30, 2006 due to decreasing principal balances on their outstanding debt and utility energy bank liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Interest income increased for the three and nine months ended September 30, 2006 compared to the same periods in 2005 due to higher average cash balances and interest rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|In March 2006, a settlement agreement was submitted to the Federal Energy Regulatory Commission (FERC) that would establish a new forward capacity market (FCM) in the New England Power Pool (NEPOOL) region. The parties to the settlement agreement include wholesale power generators in New England, including NEA, and four of the six New England states. Under the FCM proposal, capacity payments to generators would be established competitively through an annual auction, the first of which would be conducted in the first quarter of 2008 to purchase capacity for the twelve months starting June 1, 2010. The settlement agreement also provides for a transition period starting December 1, 2006 through May 31, 2010, during which capacity suppliers would receive fixed capacity payments, subject to penalties for forced outages during peak demand periods. In June 2006, the FERC approved the settlement agreement. The settlement agreement, as approved by the FERC, is expected to result in increased gross margins for the NEA facility during the transition period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Transcontinental Gas Pipeline Corporation (Transco) filed a new general rate case on August 31, 2006 with the FERC. The rate case proposes rate increases for most services, fueled largely by a proposed increase of approximately $250 million in cost of service. NEA currently holds 50,508/day of capacity on Transco's system, and the proposed rates would result in an annual increase of approximately $0.7 million in transportation costs for NEA. FPL Energy, LLC (FPL Energy), on behalf of NEA and other plants operated by FPL Energy, filed a protest of the rate increase with FERC on September 12, 2006 and FERC has issued an order setting this proceeding for a hearing to commence in September 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt. Both entities are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2006, the Funding Corp. and the Acquisition Corp. made their scheduled debt service payments. Interest expense for both the Funding Corp. and Acquisition Corp. decreased in the three and nine months ended September 30, 2006 as a result of decreasing principal balances on their outstanding debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Liquidity and Capital Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|NE LP and the Partnerships - The increases in net cash provided by operating activities for NE LP and the Partnerships for the nine months ended September 30, 2006 compared to the same period in 2005 were primarily due to lower fuel costs resulting from market sourcing of power and higher margin on gas sales in 2006, partially offset by higher purchased power as a result of sourcing power from the market rather than the NJEA and NEA facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Capital expenditures for the Partnerships were $2.5 million and $0.5 million for the nine months ended September 30, 2006 and 2005, respectively. The increase relates to various upgrades of equipment at the two generating facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|NE LP and each of the Partnerships make scheduled interest and principal payments on their outstanding debt. Each is scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2006, NE LP and the Partnerships made their scheduled debt service payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|See Note 4 for NE LP's and the Partnerships' long-term contractual obligations at September 30, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Letters of credit were established to satisfy requirements in certain power purchase agreements. As of September 30, 2006, one letter of credit related to a power purchase agreement remains. This letter of credit can be drawn upon in multiple drawings in favor of the power purchaser in the event that the power purchase agreement has terminated at the time when there is a positive energy bank balance existing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|In February 2005, NEA received approximately $29.9 million as a noncash contribution from NE LP related to costs associated with the execution of amended and restated power purchase agreements with two utilities. Affiliates of NE LP's partners paid these costs in the form of loans in the same amount to NE LP with a maturity date of December 31, 2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Market Risk Sensitivity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Commodity price risk - The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To manage the price risk associated with purchases of natural gas and purchases of power, the Partnerships may, from time to time, enter into certain transactions either through public exchanges or by means of over-the-counter transactions with specific counterparties. The Partnerships manage their risk associated with purchases of natural gas and power through the use of natural gas and power swap agreements. The swap agreements require the Partnerships to pay a fixed price (absolutely or within a specified range) in return for a variable price on specified notional quantities of natural gas and power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|NE LP and the Partnerships use a value-at-risk (VaR) model to measure market risk in their trading and mark-to-market portfolios. The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of September 30, 2006 and December 31, 2005, the VaR figures (in thousands) are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



|                                                |                                                                                                                                                                                                                                                                                             | Trading and Managed Hedges(a) |     | Non-Qualifying Hedges and Hedges in
OCI(b) |   | Total
|----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | --- | ------------------------------------------ | - | -----
|                                                |                                                                                                                                                                                                                                                                                             |                               |     |                                            |   |      
|December 31, 2005                               |                                                                                                                                                                                                                                                                                             | $                             | 724 |                                            | $ | 430  
|September 30, 2006                              |                                                                                                                                                                                                                                                                                             | $                             | -   |                                            | $ | 23   
|Average for the period ended September 30, 2006 |                                                                                                                                                                                                                                                                                             | $                             | -   |                                            | $ | 25   
|                                               
|                                                |                                                                                                                                                                                                                                                                                            
|(a)                                             | Trading and managed hedges are essentially all changes in the derivatives' fair value for power purchases and sales and trading activities, which are recognized on a net basis in operating revenues and for fuel purchases and sales which are recognized on a net basis in fuel expense.
|(b)                                             | Non-managed hedges are employed to reduce the market risk exposure to physical assets which are not marked to market. The VaR figures for the non-managed hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.                           



|Concentration of Credit Risk - At September 30, 2006 and December 31, 2005, a majority of NE LP's and the Partnerships' trade receivables were derived from electricity sales to three utilities under long-term power purchase agreements. If any one or more of these customers' receivable balances should be deemed uncollectible, it could have a material adverse effect on NE LP's and the Partnerships' results of operations and financial condition.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                                                                                                                                                                                                                                                                           
|See Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Sensitivity.                                                                                                                                                                                                                                                                                                                                          
|Item 4.  Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                              
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|PART II - OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1A.  Risk Factors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|In addition to the risk factors discussed below and other information set forth in this report, the factors discussed in Part 1, Item 1A. Risk Factors in the Acquisition Corp.'s and NE LP's 2005 Form 10-K, which could materially affect the registrants' business, financial condition and/or future operating results should be carefully considered. The risks described herein and in the 2005 Form 10-K are not the only risks facing the registrants. Additional risks and uncertainties not currently known to the registrants, or that are currently deemed to be immaterial also may materially adversely affect the registrants' business, financial condition and/or future operating results.
|The operation and maintenance of power generation facilities involve significant risks that could adversely affect the results of operations and financial condition of NE LP and the Partnerships.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Item 5.  Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|Item 6.  Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Exhibit
Number                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.1.1(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.1.2(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.2.1(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.3(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.4(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.5(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.6(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.7(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.8(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|31(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|32(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|32(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



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







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



|                         | NORTHEAST ENERGY, LP
(ESI Northeast Energy GP, Inc. as Administrative General Partner)
ESI TRACTEBEL ACQUISITION CORP.
(Registrants)                                                                 | 
|------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                         |                                                                                                                                                                                                      | 
|Date:  November 13, 2006
|                         |                                                                                                                                                                                                      | 
|                         |                                                                                                                                                                                                      | 
|                         |                                                                                                                                                                                                      | 
|                         | MARK R. SORENSEN                                                                                                                                                                                     | 
|                         |                                                                                                                                                                                                      | 
|                         | Mark R. SorensenVice President and Treasurer of ESI Northeast Energy GP, Inc.
 Treasurer of ESI Tractebel Acquisition Corp.(Principal Financial and Principal Accounting Officer of the Registrants) |