<Page>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------


                                    FORM 10-K

[X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                                       OR

[ ]               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from         to

                        Commission File Number 333-96239

                         TENASKA GEORGIA PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                              47-0812088
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
         incorporation or organization)

                         1044 N. 115TH STREET, SUITE 400
                           OMAHA, NEBRASKA 68154-4446
               (Address of principal executive offices) (Zip Code)

                                 (402) 691-9500
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X]

                       DOCUMENTS INCORPORATED BY REFERENCE
    Portions of the Registrant's Prospectus filed pursuant to Rule 424(b)(3)
         under the Securities Act of 1933 are incorporated by reference
                          into Part I of this report.


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                         TENASKA GEORGIA PARTNERS, L.P.

                                 FORM 10-K INDEX

                                                                            PAGE
                                                                            ----

                                     PART I

Item 1.    Business                                                           3

Item 2.    Properties                                                         8

Item 3.    Legal Proceedings                                                  8

Item 4.    Submission of Matters to a Vote of Security Holders                8


                                     PART II

Item 5.    Market for Registrant's Common Equity and Related
           Stockholder Matters                                                9

Item 6.    Selected Financial Data                                            9

Item 7.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                          9

Item 7A.   Quantitative and Qualitative Disclosures about Market Risk        18

Item 8.    Financial Statements and Supplementary Data                       18

Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                          18


                                    PART III

Item 10.   Directors and Executive Officers of the Registrant                19

Item 11.   Executive Compensation                                            20

Item 12.   Security Ownership of Certain Beneficial Owners and Management    20

Item 13.   Certain Relationships and Related Transactions                    20


                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K   22

           Signatures                                                        26

           Financial Statement Index                                        F-1


                                       2
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Unless otherwise indicated or the context otherwise requires, all references to
"we," "us," "our," "ours," "the limited partnership," "the partnership" or
similar terms refer to Tenaska Georgia Partners, L. P.

Except for historical information contained herein, certain statements contained
in this report are forward-looking statements. Such forward-looking statements
can be identified by the use of forward-looking terminology, such as "believes,"
"expects," "may," "intends," "will," "should" or "anticipates," or by the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy. Although these statements are based upon assumptions
the partnership believes are reasonable, no assurance can be given that the
future results covered by the forward-looking statements will be achieved. Such
statements are subject to risks, uncertainties and other factors, which could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. The most significant of such risks,
uncertainties and other factors are discussed in this report under the heading
"Risk Factors" contained in Part II, Item 7.


                                     PART 1

ITEM 1.  BUSINESS

                                 THE PARTNERSHIP

We are a Delaware limited partnership formed on April 16, 1998 to develop,
finance, construct, own or lease, operate and maintain an electric generating
plant in Heard County, Georgia that will include six gas turbine-generators. In
this report, we refer to this plant as the "Facility" and, together with all its
associated contracts and infrastructure that we may own and lease, as "our
project" or "the project." We do not engage and do not intend to engage in any
business activities other than those related to our project. We were inactive
prior to calendar year 1999 and commenced development activities during such
year. As of December 31, 2001, three turbine-generators are in commercial
operation, with three additional turbine-generators still under construction.

                                 PROJECT FUNDING

On November 10, 1999, we completed a private offering of $275,000,000 aggregate
principal amount of 9.50 percent fixed rate Senior Secured Bonds due 2030. On
August 31, 2000, we completed an exchange offer whereby the holders of the
original bonds exchanged their bonds for new bonds registered under the
Securities Act of 1933. In this report, references to "Bonds" means both the
original bonds and the new bonds, unless the context otherwise requires.

                                   THE PROJECT

A detailed discussion of certain of our principal project documents summarized
below is contained in our Prospectus filed pursuant to Rule 424(b)(3) under the
Securities Act of 1933 (the "Prospectus"). This information is incorporated by
reference into this report from pages 102 through 149 of the Prospectus under
the heading entitled "Summary of Principal Project Documents" and is filed as
Exhibit 99.1 to this report.

THE FACILITY AND THE POWER PURCHASE AGREEMENT

The Facility is a natural gas-fired simple-cycle electric generating plant with
a nominal summer rating of 936 megawatts ("MW"), of which 465 MW are in
operation as of December 31, 2001. The Facility is being constructed in Heard
County, Georgia, approximately 40 miles southwest of Atlanta. The Facility uses
natural gas to produce electric energy and fuel oil as a back-up fuel. The
Facility serves as a peaking facility, operating primarily during the summer
months with very low capacity factors during the remainder of the year.

All of the Facility's net capacity and electrical output is sold to Exelon
Generation Company, LLC ("Exelon") under a Power Purchase Agreement (the "Power
Purchase Agreement") dated August 24, 1999. PECO Energy Company ("PECO") was the
original counterparty to the Power Purchase Agreement. During 2001, Exelon
assumed the rights and obligations of PECO under the Power Purchase Agreement as
a result of the formation of Exelon Corporation through the merger of PECO and
Unicom Corporation.


                                       3
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The Power Purchase Agreement provides for completion of the Facility in two
stages of three turbine-generators each. The base term of the Power Purchase
Agreement expires 29 years after the first three turbine-generators ("Initial
Units") are operational. The Initial Units were scheduled to be operational by
June 1, 2001. Under the terms of the Power Purchase Agreement, Units 1, 2 and 3
commenced commercial operation effective June 1, August 30 and June 2, 2001,
respectively. The second three turbine-generators are scheduled to be
operational by June 1, 2002. This date is subject to adjustment to a limited
extent in the case of a FORCE MAJEURE event.

Exelon is responsible for supplying all the natural gas and fuel oil necessary
to fulfill our obligations under the Power Purchase Agreement. Fuel oil
operation is limited by the air permit to 57 million gallons in any consecutive
12-month period and is expected to occur only when natural gas is not available.
The turbine-generators can be fueled by either natural gas or fuel oil, and will
be capable of switching fuels while operating at reduced capacity. Exelon will
have the ability to dispatch any turbine-generator upon the turbine-generator
achieving operational status, as defined in the Power Purchase Agreement.

All of the capacity and energy produced by the Facility is committed to be sold
to Exelon, except for electricity that is used for the Facility's own energy
needs. The Power Purchase Agreement provides for certain fixed payments, subject
to off-setting payments by us to Exelon for reduced availability, an
availability incentive bonus and other variable payments. We expect that the
fixed payments, which are payable whether or not Exelon chooses to dispatch any
of the turbine-generators, will be adequate to cover our debt service and our
fixed operating and maintenance costs and to provide us with a return on equity.

CONSTRUCTION

The Facility is being constructed by Zachry Construction Corporation ("Zachry"
or the "EPC Contractor") pursuant to an Engineering, Procurement and
Construction Contract (the "EPC Contract"). Pursuant to a Contract for Purchase
(the "Turbine Contract"), General Electric Company ("General Electric") is
obligated to provide six turbine-generators that will be used to produce the
electric energy at the Facility. On November 10, 1999, the right to acquire the
turbine-generators under the Turbine Contract was assigned to Zachry, who
acquired the turbine-generators as a part of its obligations under the EPC
Contract. The Turbine Contract specifies shipment and delivery date obligations
for the six combustion turbines and six generators ranging from September 30,
2000 through December 1, 2001. As of December 31, 2001, all six combustion
turbines and all six generators were on site. General Electric is obligated to
pay damages to the EPC Contractor if the performance of the turbine-generators
is not as required under the Turbine Contract.

Under the EPC Contract, we are obligated to pay a fixed price to the EPC
Contractor for the construction of the Facility and its related electric
interconnection facilities (including the cost of the turbine-generators under
the Turbine Contract), which as of December 31, 2001 was $230,425,065 (subject
to increase for scope changes). The EPC Contract contains liquidated damages
provisions for late completion and for failure to meet various performance
guarantees. The EPC Contractor's aggregate liability for liquidated damages for
such late completion and for failure to meet the performance guarantees is
limited to 30 percent of the fixed price. The EPC Contractor has warranty
obligations under the EPC Contract for the entire Facility, which are supported
by the warranty obligations of General Electric under the Turbine Contract for
the turbine-generators. The EPC Contractor's obligations under the EPC Contract
are guaranteed by its parent company, H.B. Zachry Company. The EPC Contractor
has provided a payment and performance bond in the amount of $229,189,832 issued
by United States Fidelity and Guaranty Company.

On September 10, 1999, we delivered to Zachry a limited notice to proceed, which
authorized the commencement of geotechnical investigations and engineering and
procurement activities. We delivered to Zachry full notice to proceed on
November 10, 1999, which was the date of issuance of the original bonds. As of
December 31, 2001, construction of the Facility was on schedule.

LONG TERM PARTS AND LONG TERM SERVICE CONTRACT

Pursuant to a Long Term Parts and Long Term Service Contract (the "LTSA"),
General Electric International Inc. ("GEI") is providing long-term parts and
servicing with respect to major parts replacement and repair, inspection and
overhaul services for the turbine-generators. Certain other general operations
and maintenance services for our project are being provided by Tenaska
Operations, Inc. under an Operations and Maintenance Agreement.



                                       4
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OPERATIONS AND MAINTENANCE AGREEMENT

We entered into an Operations and Maintenance Agreement (the "O&M Agreement")
with Tenaska Operations, Inc. (the "Operator") on September 10, 1999 for the
operation and maintenance of our project. The O&M Agreement has a term of 29
years from the date of commercial operation of the Initial Units. The Operator
is compensated with a fixed management fee and an incentive fee, which includes
an availability adjustment based on performance.

The Operator is organized under Delaware law and is a wholly owned subsidiary of
Tenaska, Inc., which is a wholly owned subsidiary of Tenaska Energy, Inc. The
Operator was formed to provide operations and maintenance services to electric
generating facilities in which affiliates of Tenaska, Inc. have an ownership
interest. Tenaska, Inc. provides management oversight of the Operator, pursuant
to a service agreement between the Operator and Tenaska, Inc. Pursuant to the
O&M Agreement, the Operator has provided initial start-up support for our
project prior to the date of commercial operation of the Initial Units, and is
obligated to operate and maintain the Initial Units now in commercial operation
and operate and maintain our completed project. The Operator is obligated to
provide skilled personnel, procedures, training, administrative, management, and
professional and technical services necessary for the safe and reliable
start-up, commissioning, operation and maintenance of our project.

FUEL ARRANGEMENTS

Exelon is obligated to supply us with all the fuel necessary to produce electric
energy for Exelon. We entered into the Interconnect, Reimbursement and Operating
Agreement with Transcontinental Gas Pipe Line Corporation ("Transco") on August
18, 1999 (the "Gas Interconnect Agreement"). Under this agreement, Transco has
installed and owns metering facilities for an interconnection between Transco's
pipeline and a lateral gas pipeline that has been constructed to deliver natural
gas from this interconnection point to the facility site. The gas pipeline is
part of the property owned by the Development Authority of Heard County and
leased to us under a conduit financing arrangement. As of December 31, 2000, the
construction of this lateral gas pipeline was complete pursuant to a Fixed Price
Engineering, Procurement and Construction Contract between us and Willbros
Engineers, Inc.

Fuel oil is delivered to the facility site by truck and stored in a 165,000
barrel storage tank. We expect this quantity to be sufficient to operate all six
turbine-generators for over 80 hours at full capacity. A fuel oil unloading
facility has been constructed to enable the Facility to operate on fuel oil for
greater than 80 hours, should the need arise, subject to air permit
restrictions.

ELECTRIC INTERCONNECTION ARRANGEMENTS

The Facility has been interconnected to the Georgia Integrated Transmission
System under our Interconnection Agreement with Georgia Power Company ("Georgia
Power"). Construction of the interconnection facilities is included under the
EPC Contract. The interconnection facilities were completed and energized in
mid-February 2001 and ownership of the interconnection facilities has been
transferred to Georgia Power in accordance with the Interconnection Agreement.
The Georgia Integrated Transmission System consists of the aggregate of the
Georgia transmission assets of Georgia Power, Georgia Transmission Corporation
and two other participants, and was created through bilateral contracts between
Georgia Power on the one hand and each of the other three participants on the
other hand. The point of interconnection of the Facility is on a portion of the
transmission system owned and maintained by Georgia Transmission Corporation.

WATER AND WASTEWATER ARRANGEMENTS

The Facility requires water to operate the evaporative coolers of the
turbine-generators and to operate the turbine-generators on fuel oil. Commencing
in 2001, we began purchasing our water from the Heard County Water Authority
under a Water Purchase Agreement, the term of which extends for 30 years after
we purchase water pursuant to its terms. We expect that water stored in a seven
million gallon demineralized water storage tank, located on the facility site,
combined with the 350 gallons per minute of water supplied by the Heard County
Water Authority pursuant to the Water Purchase Agreement, will provide
sufficient water to operate the turbine-generators on fuel oil for approximately
160 hours over a two-week period. Wastewater is produced when the evaporative
coolers are used or when fuel oil is fired. This wastewater is discharged into
Hilly Mill Creek under the partnership's wastewater discharge permit.



                                       5
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                       BUSINESS AND REGULATORY ENVIRONMENT

COMPETITION

Pursuant to the Power Purchase Agreement, Exelon is required to purchase all of
the Facility's capacity up to "Contract Capacity" and, pursuant to its request,
the Facility's energy. The Power Purchase Agreement generally prohibits us from
selling capacity or energy to third parties. Therefore, during the term of the
Power Purchase Agreement, competition from other capacity and energy providers
will become an issue only if Exelon breaches its agreement and ceases to
purchase the Facility's capacity and energy or the Power Purchase Agreement is
otherwise terminated or not performed in accordance with its terms.

EMPLOYEES

We have no employees and do not anticipate having any employees in the future.
Pursuant to our O&M Agreement with the Operator, the Operator is operating and
maintaining the Facility. The direct labor personnel and the plant operations
management are employees of the Operator.

                                ENERGY REGULATION

The Facility operates as an "exempt wholesale generator." On July 9, 1999, the
Federal Energy Regulatory Commission (the "FERC") issued an order finding the
partnership as an "exempt wholesale generator." On July 28, 1999, the FERC
issued an order accepting the partnership's market based rate filing, and
granting waivers of various regulatory requirements that apply to traditional
electric utilities.

An exempt wholesale generator is a public utility under the Federal Power Act,
and the partnership, when operating solely as an exempt wholesale generator, is
subject to the jurisdiction of the FERC with respect to its wholesale electric
rates and other matters. An exempt wholesale generator must be engaged
exclusively in the business of owning or operating an eligible facility and
selling electricity at wholesale. An eligible facility is a generating facility
that is used solely to produce electricity exclusively for sale at wholesale. An
exempt wholesale generator is exempt from the Public Utility Holding Company Act
of 1935 and no company will become a holding company under the Public Utility
Holding Company Act of 1935 due to its holding 10 percent or more of the voting
securities or partnership interests in the partnership. There is no restriction
on the proportion of equity interest in an exempt wholesale generator that may
be held by electric utilities and electric utility holding companies. As an
exempt wholesale generator, the partnership's sale of electricity to Exelon in
the wholesale market is exempt from rate regulation as an electric utility under
state law.

In recent years, federal and state initiatives have further promoted the
development of competition in the sale of electricity and gas. On the federal
level, the FERC has adopted a rule that facilitates access to the nationwide
transmission grid by utility and non-utility purchasers of electricity and
allows utilities subject to FERC jurisdiction to recover stranded costs. In
addition, proposals have been introduced in Congress to repeal the Public
Utility Holding Company Act of 1935. If the repeal of the Public Utility Holding
Company Act of 1935 were to occur, competitive advantages that independent power
producers have over certain regulated utilities may be reduced or eliminated.

                            ENVIRONMENTAL REGULATION

We are required to comply with a number of statutes and regulations relating to
protection of the environment and the safety and health of the personnel
operating our project and the public during the operation of our project. Such
statutes and regulations include, among others, the regulation of air emissions,
water discharges, solid and hazardous waste disposal, hazardous materials
handling, petroleum storage, and safety and health standards, practices and
procedures applicable to the operation of the Facility.

NOx EMISSIONS REGULATION. On September 24, 1998, the United States Environmental
Protection Agency (the "EPA") issued a final rule to address regional transport
of ground-level ozone in the eastern United States through reductions in
nitrogen oxides ("NOx") in 23 jurisdictions in the east and midwest, including
Georgia (the "Rule"). In 1999 in a separate action, the Georgia Environmental
Protection Division (the "Georgia EPD") proposed certain modifications to


                                       6
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the Georgia State Implementation Plan ("SIP") to address the ozone
non-attainment area for Atlanta. This revised Georgia SIP is currently
enforceable at the State level even though it has not been approved by the EPA.

The Rule set forth an annual NOx emissions budget for each affected jurisdiction
and required each such jurisdiction to submit a SIP demonstrating how it would
meet its budget. The Rule, as it affects Georgia, was stayed by court action.
However, Georgia is expected to again be included in the region affected by the
Rule due to subsequent court actions and rulemaking activities. Depending upon
how the SIP for Georgia would allocate the burden of compliance with the Rule as
between existing generating stations and new generating stations (such as the
Facility) and how Georgia may modify its SIP from time to time to address the
Atlanta ozone non-attainment area, the cost of operating the Facility could be
materially adversely affected.

There are provisions in the Georgia SIP that raise special concerns regarding
the ability of the Facility to operate on fuel oil during the May 1 to September
30 ozone-period. These provisions would require that beginning in 2003 the
Facility be subject to a 30 parts per million ("ppm") NOx emissions standard
during the ozone-period unless the Facility is "located at a stationary source
with no natural gas." We are advised that staff of the Georgia EPD have
interpreted this exception to be available only to turbines that are not
connected to natural gas pipelines. Under this interpretation, the 30 ppm NOx
standard would apply to the Facility during the ozone-period even when natural
gas is not available.

The EPC Contractor has guaranteed that the Facility will meet a NOx emissions
standard of 30 ppm when fired on natural gas, but the guarantee for firing on
fuel oil is at 42 ppm, which is the limitation in the Facility's air permit. We
do not believe that the Facility can meet a 30 ppm NOx emissions standard when
operating on fuel oil based on its present design and intended manner of
operation. There are currently no proven capital or operating modifications that
would reduce NOx emissions at the Facility to 30 ppm when operating on fuel oil.

The 30 ppm NOx emissions rule provides that by no later than May 1, 2003, the
owner of an affected unit may submit actual operating performance data. The
Georgia EPD director may grant modifications to the 30 ppm NOx emissions rule
for affected units based on whether compliance is achievable taking into account
the cost and feasibility of available control options. We intend to seek such a
modification, but can provide no assurance that we will be successful.

Under the Power Purchase Agreement we cannot be required to generate energy in
violation of applicable law. The FORCE MAJEURE provisions in the Power Purchase
Agreement with Exelon require that in the case of FORCE MAJEURE the affected
party "shall exercise due diligence to remove such inability with all reasonable
dispatch." In the event that the Facility is prohibited from operating on fuel
oil during the ozone-period due to the 30 ppm NOx emissions standard, we believe
(but cannot provide any assurance) that we will be excused under the FORCE
MAJEURE provisions of the Power Purchase Agreement from operating on fuel oil
during this period. However, there can be no assurance that we will not be
materially and adversely affected by the Facility's inability to operate on fuel
oil during the ozone-period.

CLEAN WATER ACT. We are subject to a variety of state and federal regulations
governing existing and potential water and wastewater discharges from the
Facility. Generally, federal regulations promulgated pursuant to the Clean Water
Act govern overall water and wastewater discharges, through National Pollutant
Discharge Elimination System permits. Under current provisions of the Clean
Water Act, existing permits must be renewed every five years, at which time
permit limits are subject to extensive review and can be modified to account for
changes in regulations. In addition, the permits have re-opener clauses that can
be used to modify a permit at any time. Amendments to the Clean Water Act could
be adopted, which would require us to pay for additional monitoring requirements
and toxicity reduction evaluations. The impact of any such amendments is not
expected to significantly affect our project.

COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT ("CERCLA").
Under CERCLA, the facility site could be investigated for potential
environmental contamination. Investigation prior to the purchase of the facility
site revealed no evidence of the release of CERCLA-listed substances nor the
presence of any significant soil contamination. CERCLA requires the cleanup of
sites from which there has been a release or threatened release of hazardous
substances. In the Phase I Environmental Site Assessment, the facility site was
found to be undeveloped with no evidence of recognized adverse environmental
conditions.



                                       7
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                                  PERMIT STATUS

We obtained all of the construction permits required to be obtained by us to
begin construction of the Facility and expect to obtain (or our contractors will
obtain) all other construction permits required for timely completion of our
project.


ITEM 2.  PROPERTIES

The facility site lies in the middle of the Southern Company transmission
system, which extends from Mississippi to South Carolina and from Tennessee to
Florida. In order to receive certain tax incentives, we entered into a conduit
financing arrangement with the Development Authority of Heard County, Georgia
(the "Authority"). The Authority owns the Facility, the facility site and
certain related infrastructure facilities and easements (collectively, the
"Properties"). We used the proceeds from the original bonds to purchase certain
revenue bonds issued by the Authority and enter into a lease agreement with the
Authority.

Under the lease agreement, the Authority leases the Properties to us and we have
agreed to make rent payments sufficient to pay, when due, the principal of and
interest on the revenue bonds issued by the Authority. The revenue bonds are
secured by a mortgage on the Properties. We have guaranteed the payment
obligations of the Authority on its revenue bonds. The revenue bonds have been
issued in the same principal amount as, and bear interest at the same rate as
the Bonds and are redeemable at our option. The Authority transferred the
proceeds of the revenue bonds into a special construction fund, which is being
used, along with any equity contributions from our partners, to fund
construction and related costs of the Facility. Upon payment in full on the
revenue bonds, the Properties will be conveyed to us.

The Facility is an electric generating plant with a nominal summer rating of 936
MW. It is located on a site near Georgia State Highway 34 in Heard County,
Georgia, approximately 40 miles southwest of Atlanta. The Facility, when
completed, will include six turbine-generators. Each turbine-generator contains
an enclosed inlet air filter, evaporative cooler, air compressor, dual fuel
combustion system, power turbine, 3,600 rpm 60 Hz generator and auxiliary
systems. In each of the turbine-generators, atmospheric air and water are
delivered into the turbine combustion chamber for NOx control when firing fuel
oil. Fuel oil operation is limited by the air permit to 57 million gallons in
any consecutive 12-month period and is expected to occur only when natural gas
is not available. The turbine-generators can be fueled by either natural gas or
fuel oil, and will be capable of switching fuels while operating at a reduced
capacity.


ITEM 3.  LEGAL PROCEEDINGS

Not applicable.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.



                                       8
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                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Not applicable.


ITEM 6.  SELECTED FINANCIAL DATA

The following selected financial data have been taken from the audited financial
statements of Tenaska Georgia Partners, L.P. The information set forth below
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" under Part II, Item 7.

<Table>
<Caption>

                                             YEARS ENDED DECEMBER 31,
                                -------------------------------------------------
                                       2001           2000               1999
                                -------------------------------------------------
<S>                              <C>              <C>              <C>
STATEMENT OF OPERATIONS DATA
      Revenue                    $  11,972,964    $          --    $          --
      Operating expenses             7,483,365               --               --
      Start-up costs                        --               --        6,392,478
      Interest expense, net of
        amounts capitalized         16,683,053       20,489,333        3,409,413
      Investment income              3,196,517       12,567,884        2,023,092
      Net loss                      (8,996,937)      (7,921,449)      (7,778,799)

BALANCE SHEET DATA
      Current assets             $  12,261,206    $ 143,909,777    $ 244,170,316
      Total assets                 268,984,494      277,331,958      271,254,578
      Current liabilities           15,801,811       16,093,381        3,946,876
      Long-term liabilities        277,879,868      276,938,825      275,086,501
      Partners' deficit            (24,697,185)     (15,700,248)      (7,778,799)
</Table>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

GENERAL

We were formed on April 16, 1998 to develop, finance, construct, own or lease,
operate and maintain the Facility. Prior to calendar year 1999, we were
inactive. During 2001, three turbine-generators achieved commercial operation
and began generating operating revenues. Three turbine-generators still remain
under construction as of December 31, 2001.

On November 10, 1999, we obtained $275,000,000 of project financing from the
sale of the Bonds. Our partners have committed to fund up to $35,500,000 in
equity contributions, of which $13,000,000 was contributed during January 2002.
The total net cost of the construction of the Facility is estimated to be
approximately $310,500,000, which is being financed by the proceeds from the
sale of the Bonds and the equity contributions.



                                       9
<Page>


FACILITY CONSTRUCTION

Construction of the Facility continues and is scheduled to be completed by June
1, 2002. The Initial Units were scheduled to be operational by June 1, 2001,
with the remaining three turbine-generators scheduled to be operational by June
1, 2002. Two of the Initial Units went into commercial operation on schedule
under the EPC Contract. Units 1 and 3 achieved commercial operation under the
terms of the EPC Contract as of May 31, 2001 and June 1, 2001, respectively.
Under the terms of the Power Purchase Agreement with Exelon, Unit 1 commenced
commercial operation effective June 1, 2001, while Unit 3 commenced commercial
operation effective June 2, 2001, which was one day late.

Unit 2 did not achieve commercial operation as scheduled due to damage sustained
during testing. The compressor section of the combustion turbine sustained
significant blade damage from an object or objects of unknown origin in the
compressor during initial testing of the unit. Repairs were made and Unit 2
achieved commercial operation under the terms of the EPC Contract as of August
29, 2001. Under the terms of the Power Purchase Agreement with Exelon, Unit 2
commenced commercial operation effective August 30, 2001.

Because Unit 2 did not achieve commercial operation on schedule under the terms
of the EPC Contract, we will assert our rights to receive delay liquidated
damages from Zachry. As of December 31, 2001, we have accrued liquidated damages
of $1,600,000 due from Zachry in accordance with the terms of the EPC Contract,
as a reduction of capitalized contract costs, with the final amount due not yet
determined. Furthermore, this amount has been netted against amounts payable to
Zachry under the EPC Contract as of December 31, 2001, and is included in the
accompanying balance sheets as accounts payable.

The financial impact of Unit 2's damage to the project, net of insurance
proceeds, is anticipated to range from approximately $100,000 to $1,300,000,
depending upon the amount of liquidated damages that we actually receive.
Proceeds from our insurance policies are expected to pay for the costs to repair
Unit 2 and have covered the shortfall in operating revenues and liquidated
damages owed to Exelon after deduction for the policy deductible amounts. The
financial impact to us, net of insurance proceeds, will be covered with
construction contingency funds.

Our delay-in-start-up insurance claim of $3,836,644 was approved and settled in
October 2001. As of December 31, 2001, $208,021 is included in the accompanying
balance sheets as other receivables. Insurance proceeds of $3,628,623 were
received as of December 31, 2001. Furthermore, of the $3,836,644, $3,000,015 was
used to reduce capitalized contract costs and $836,629, which was the portion of
the claim related to lost operating margins, is included as other revenue on the
accompanying statements of operations.

Exelon is currently fulfilling its contractual obligations under the Power
Purchase Agreement and is purchasing the output from the three
turbine-generators that have achieved commercial operation. We paid Exelon
liquidated damages of $5,150,020 as a result of Units 2 and 3 not achieving
their scheduled commercial operation dates under the Power Purchase Agreement.
As of December 31, 2001, our obligation has been satisfied. Of the liquidated
damages paid to Exelon, $3,000,015 were covered by our delay-in-start-up
insurance claim.

As of December 31, 2001, construction of the remaining three turbine-generators
("Units 4, 5 and 6") was on schedule and within budget. Units 4, 5 and 6 are
scheduled to achieve commercial operation by June 1, 2002.

On June 26, 2001, General Electric, the supplier of our turbine-generators,
issued a technical information letter (the "TIL") regarding the possible
existence of a subsurface flaw in the first stage buckets in a small population
of its 7FA combustion turbines, which possibly include the Initial Units at the
Facility. Units 4, 5 and 6 are not affected by the TIL. General Electric
recommended inspections and repairs, if necessary, at General Electric's cost
prior to a combustion turbine reaching 250 start/stop cycles. The inspection
specified in the TIL has been completed on all three Initial Units. As a result,
there are no remaining conditions, limitations or restrictions required by the
TIL.

RESULTS OF OPERATIONS

The results of operations may not be comparable with results of operations
during future periods, especially when the Facility begins full operations in
2002.



                                       10
<Page>


Commercial operations commenced on June 1, 2001, June 2, 2001, and August 30,
2001 for Units 1, 3 and 2, respectively, under the Power Purchase Agreement.
Revenues for the year ended December 31, 2001 were $11,972,964, consisting
primarily of electric revenues of $11,136,335. We recognized electric revenues
of $10,303,732 under the Power Purchase Agreement and $832,603 associated with
the sale of power to Tenaska Power Services Co., an affiliate, during start-up
testing prior to commercial operation of the Initial Units. For further
discussion of the sale of start-up power, see "Tenaska Power Services Co."
within Part III, Item 13. For the year ended December 31, 2001, we recognized
other revenue of $836,629 associated with the settlement of our
delay-in-start-up insurance claim for the portion of the claim related to lost
operating margins.

Operating expenses for the year ended December 31, 2001 were $7,483,365. Fuel
costs associated with start-up, fuel oil commissioning, capacity and emissions
testing for the period were $2,573,708. Other operating expenses for the period
were $4,909,657, of which depreciation and amortization expenses were
$1,984,197.

For a portion of the year ended December 31, 1999, we were primarily in the
start-up phase without core contracts or bond financing and, as a result, costs
of $6,392,478 incurred for management fees, professional and consulting fees,
and other costs were expensed as start-up costs. By the end of August 1999, the
Power Purchase Agreement was signed. By the end of November 1999, in addition to
the Power Purchase Agreement, core contracts associated with the construction
and financing of the Facility had been completed and, as a result, we moved from
the start-up phase to the development phase. As of December 31, 2001, costs of
$9,891,268 incurred for management fees, professional and consulting fees and
other costs, deemed to be direct costs associated with the contract to supply
power, have been capitalized as contract costs.

As of December 31, 2001, total development work in progress costs of
$238,912,333 have been capitalized. Included in these total costs are costs
incurred under the EPC Contract, including estimated sales taxes on construction
of the Facility, of $223,119,719 and capitalized interest of $15,792,614. As of
December 31, 2001, total development work in progress costs, including interest,
have been capitalized as follows: (a) costs of $118,281,179 associated with the
three turbine-generators achieving commercial operation are included in the
accompanying balance sheets as electric generation plant, (b) costs of
$8,139,231 associated with electrical interconnections are included in the
accompanying balance sheets as pipeline and interconnection costs and (c) costs
of $112,491,923 associated with the remaining three turbine-generators still
under construction are included in the accompanying balance sheets as
development work in progress.

As of December 31, 2001, costs of $2,804,140 have been capitalized as gas
pipeline costs and are included in the accompanying balance sheets as pipeline
and interconnection costs.

As of December 31, 2001, we have incurred costs of $3,760,000 for initial and
operational spare parts under the terms of the LTSA. These costs have been
capitalized and are included in the accompanying balance sheets as inventory. In
addition, $315,200 was expensed during 2001 for monthly maintenance charges and
usage adjustments under the terms of the LTSA, which was less than estimated due
to delays in LTSA performance start dates.

Under the terms of the O&M Agreement, we incurred costs of $341,625 during the
year ended December 31, 2001, of which $150,000 related to the pre-commercial
operating period and was capitalized as contract costs.

The portion of the proceeds from the sale of the Bonds not yet expended on
construction was invested in cash and cash equivalents and short-term
investments. The interest earned on these invested funds was included as
investment income. The interest expense incurred on the portion of the Bond
proceeds expended to construct the Facility has been capitalized as development
work in progress and electric generation plant. Interest expense incurred on the
Bond proceeds not spent on construction was included as interest expense. For
the years ended December 31, 2001, 2000 and 1999, interest, net of amounts
capitalized, of $16,683,053, $20,489,333 and $3,409,413, respectively, has been
expensed. For the years ended December 31, 2001, 2000 and 1999, interest in the
amount of $3,196,517, $12,567,884 and $2,023,092, respectively, has been
recorded as investment income.



                                       11
<Page>

LIQUIDITY AND CAPITAL RESOURCES

We believe that the net proceeds from the sale of the Bonds, investment income
on the unspent portion thereof during the construction period, anticipated
revenues from the operation of the Initial Units and proceeds from the equity
contributions will be sufficient to (1) fund the engineering, procurement,
construction, testing and commissioning of the Facility, (2) pay certain fees
and expenses in connection with the financing and development of our project,
and (3) pay the costs of developing, financing and initially operating our
project, including interest on the Bonds. After the Facility is placed in
commercial operation, we expect that our revenues under the Power Purchase
Agreement with Exelon will be adequate to support our costs of operations.

In order to provide liquidity in the event of temporary cash flow shortfalls, we
are required to maintain an account that will contain an amount equal to the
principal and interest due on the Bonds on the next scheduled payment date. Our
obligation to fund this account begins on June 1, 2002. The maintenance of this
balance will be done through cash funding, the issuance of a letter of credit or
a combination of both.

BUSINESS STRATEGY AND OUTLOOK

Our overall business strategy is to perform as agreed under the Power Purchase
Agreement and to maximize our revenues under the Power Purchase Agreement by
earning incentive payments available through achieving certain availability and
efficiency levels. We intend to cause the Facility to be managed, operated and
maintained in compliance with all applicable documents relating to our project
and all applicable legal requirements.

CRITICAL ACCOUNTING POLICIES

Please refer to the "Notes to Financial Statements" included in the financial
statements attached to this Annual Report on Form 10-K regarding our critical
and other accounting policies.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

There are currently no recent accounting pronouncements issued by the Financial
Accounting Standards Board that are expected to have a material impact on our
financial position or results of operations.

FORWARD-LOOKING STATEMENTS

Various statements contained in this report are forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements, which speak as of the date hereof, can be
identified by the use of forward-looking terminology, such as "believes,"
"expects," "may," "intends," "will," "should," or "anticipates," or by the
negative forms or other variations of these terms or comparable terminology, or
by the discussions of strategy. Although these statements are based on
assumptions that we believe are reasonable, no assurance can be given that the
future results covered by these statements will be achieved. These statements
are subject to risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed or implied by these
statements. The most significant of these risks, uncertainties and other factors
are discussed under the heading "Risk Factors" below.

RISK FACTORS

                                CONSTRUCTION RISK

WE MAY NOT BE ABLE TO COMPLETE THE CONSTRUCTION OF OUR PROJECT ON TIME FOR
REASONS BEYOND OUR CONTROL OR OUR CONTRACTORS' CONTROL.



                                       12
<Page>

The construction and timely completion of our project may be adversely affected
by factors commonly associated with any major construction effort, including:

         -    shortages of materials and labor,
         -    work stoppages,
         -    labor disputes,
         -    weather interferences,
         -    unforeseen engineering, environmental or geological problems, and
         -    unanticipated cost increases.

If any of these events occur, the construction of our project may be delayed,
our project may cost us more to complete than we have currently budgeted or our
project may not perform as well as we expect it to. In turn, our ability to pay
amounts due on the Bonds would be impaired.

WE MAY INCUR ADDITIONAL COSTS OR A REDUCTION IN REVENUE UNDER THE POWER PURCHASE
AGREEMENT IF EACH TURBINE-GENERATOR IS NOT OPERATING BY THE DATE ON WHICH OUR
DELIVERY OBLIGATIONS UNDER THE POWER PURCHASE AGREEMENT BEGIN WITH RESPECT TO
SUCH TURBINE-GENERATOR.

The Power Purchase Agreement obligates us to pay liquidated damages to Exelon if
certain delays cause any turbine-generator to become operational later than
scheduled. We will not be obligated to pay liquidated damages until after twelve
months of delay if the delay is by reason of a FORCE MAJEURE event under the
Power Purchase Agreement against which business interruption insurance is not
available or an act or omission of Exelon. The aggregate amount of liquidated
damages payable by the partnership to Exelon for delay will not exceed (i) $8
million for each turbine-generator and (ii) $25 million in the aggregate. During
the year ended December 31, 2001, we paid Exelon liquidated damages of
$5,150,020 as a result of Units 2 and 3 not achieving their scheduled commercial
operation dates under the Power Purchase Agreement. The present construction
schedule for the final three turbine-generators does not anticipate the payment
of any liquidated damages to Exelon, but there can be no assurance that this
schedule will be met. If the final three turbine-generators have not all
achieved operational status by June 1, 2003, subject to adjustment to a limited
extent for FORCE MAJEURE events, Exelon has the right to terminate the Power
Purchase Agreement in respect of the final three turbine-generators.

THE LIQUIDATED DAMAGES THAT WE MAY RECEIVE UNDER THE EPC CONTRACT MAY NOT FULLY
COMPENSATE US FOR OUR LOSSES IF THERE IS A DELAY IN CONSTRUCTION OR IF THE
COMPLETED FACILITY DOES NOT SATISFY ITS PERFORMANCE REQUIREMENTS.

We are entitled to receive liquidated damages from the EPC Contractor upon the
occurrence of certain delays. We are not entitled to receive these liquidated
damages if the delay is caused by a FORCE MAJEURE event under the EPC Contract
or certain acts or omissions by us, including the exercise by us of certain of
our rights under or with respect to the Turbine Contract. If one or more
turbine-generators do not achieve operational status by their scheduled dates
under the EPC Contract, the EPC Contractor could be obligated to pay us
liquidated damages at the rates determined under the EPC Contract. If and to the
extent that a delay is caused by an unexcused failure by General Electric to
perform under the Turbine Contract, the liquidated damages payable by the EPC
Contractor under the EPC Contract may be in a lower amount. The total amount of
these liquidated damages payable because of delay in achieving operational
status, in the aggregate for all turbine-generators, is 22.5 percent of the
fixed price payable to the EPC Contractor for its performance under the EPC
Contract, which as of December 31, 2001 was $230,425,065 (subject to increase
for scope changes).

As described under "Facility Construction" in Part II, Item 7, because Unit 2
did not achieve commercial operation on schedule under the terms of the EPC
Contract, we will assert our rights to receive delay liquidated damages from the
EPC Contractor. As of December 31, 2001, we have accrued liquidated damages of
$1,600,000 due from the EPC Contractor in accordance with the terms of the EPC
Contract, with the final amount due not yet determined. Any amount received from
the EPC Contractor for the Unit 2 delay will reduce the total amount which could
be received in the event of claims relating to Units 4, 5 and 6. We are also
entitled to receive performance liquidated damages of up to 22.5 percent of the
fixed price in the aggregate for all turbine-generators from the EPC Contractor
if one or more turbine-generators cannot satisfy tests that measure their net
power output and net heat rate, among other things, against the guaranteed
standards included in the EPC Contract. The EPC Contract limits the aggregate
amount of delay and performance liquidated damages for all turbine-generators to
30 percent of the fixed price.

Certain liquidated damages are offset by any net revenue received by us from a
turbine-generator's operation prior to entering commercial operation. There can
be no assurance that any liquidated damage payments would be sufficient to


                                       13
<Page>

pay for any increased costs to pay interest during construction on the Bonds, to
replace lost revenues or to pay liquidated damages to Exelon if the completion
of our project is delayed or if our project does not operate as designed.
Further, if the EPC Contractor is required to pay liquidated damages as
discussed above, there can be no assurance that the EPC Contractor, its
guarantor or the provider of the EPC Contractor's payment and performance bond
will have the financial resources available to do so.

THE AMOUNT THAT WE HAVE BUDGETED TO COVER INCREASED COSTS, THE AMOUNT OF OUR
INSURANCE COVERAGE AND OUR OTHER RESOURCES MAY BE INSUFFICIENT TO COVER
UNANTICIPATED COST OVERRUNS OR DELAYS IN ACHIEVING COMMERCIAL OPERATION.

We had included a contingency fund of approximately $12 million in our
construction budget to cover FORCE MAJEURE and other events that may give rise
to delays or cost overruns. As of December 31, 2001, the estimated unspent
contingency ranges from approximately $5.5 million to $6.7 million, depending
upon the amount of liquidated damages actually recovered for the Unit 2 delay.
The decrease in the estimated contingency is primarily due to EPC Contract scope
changes of approximately $1.8 million, additional start-up and construction
related costs of approximately $3.4 million and the financial impact of the Unit
2 delay, net of insurance proceeds, which is expected to range from
approximately $0.1 million to $1.3 million, depending upon the amount of
liquidated damages actually recovered. There can be no assurance, however, that
the amount of the contingency and the proceeds of any delayed opening insurance
will be sufficient to pay for increased costs to pay interest during
construction on the Bonds, or to replace lost revenues or to pay liquidated
damages to Exelon resulting from any such events. In particular, we are required
to pay principal and interest due on the Bonds without regard to any FORCE
MAJEURE events under the EPC Contract. There can be no assurance that the
schedule for completion of the final three turbine-generators will be met.

The Facility is currently scheduled to be completed by June 1, 2002. While we
are receiving revenues from operation of the Initial Units, and have included
the amount of these anticipated revenues among our sources for payment of costs
of our project, including interest on our outstanding Bonds, until the
anticipated date of commercial operation of the entire project, we cannot assure
you that any or all of the final three turbine-generators will be successfully
and timely constructed, or that the amount of revenues that we will receive from
operation will be as projected. If the revenues are less than we have projected,
we would be required to use contingency funds and the proceeds of any delayed
opening insurance, if available, and there is no assurance that the amount of
these contingency funds and insurance proceeds would be sufficient to make up
the shortfall.

Prior to all turbine-generators becoming operational, the only sources available
to us to make payment on the Bonds are the following:

         -    a portion of net proceeds from the issuance of the revenue bonds
              issued by the Development Authority of Heard County which were
              purchased with the proceeds of the Bonds,
         -    any investment earnings on these proceeds,
         -    revenues from the operation of the Initial Units,
         -    budgeted contingency funds,
         -    insurance proceeds,
         -    certain liquidated damages payable under the EPC Contract, and
         -    equity contributions.

We have satisfied all interest payment obligations on the Bonds through February
1, 2002, with the next interest payment being due on August 1, 2002. If the date
of commercial operation of the final three turbine-generators were delayed, or
if by reason of operational problems or otherwise the revenues from the Initial
Units were less than projected, these sources might not be sufficient to pay
amounts due on the Bonds after February 1, 2002. While the construction budget
includes a contingency amount, and while under certain circumstances there may
be liquidated damages or insurance proceeds available to fund this shortfall,
there is no assurance that these amounts would be available or sufficient to
permit the partnership to pay amounts due on the Bonds. Moreover, the
achievement of operational status of the Initial Units does not guarantee that
the final three turbine-generators will achieve operational status on time, if
at all. Until the final three turbine-generators are operational, payment of
interest on the Bonds will remain dependent on the funds available from the
sources listed above. See "Construction Risk" above.

                                       14
<Page>

                DEPENDENCE ON OTHER THIRD PARTIES; CONTRACT RISKS

WE DEPEND ON ONE ENTITY TO PURCHASE ALL OF THE OPERATING OUTPUT OF THE FACILITY.

Payments by Exelon under the Power Purchase Agreement represent our sole source
of revenue. Accordingly, our ability to pay amounts due on the Bonds will be
significantly impaired if Exelon stops making payments under the Power Purchase
Agreement for any reason.

Exelon is our sole customer, the sole recipient of the capacity and energy
output of the Facility and the sole provider of natural gas and fuel oil
necessary to operate the Facility. The viability of our project is subject to
the continued creditworthiness of Exelon and its continued performance under the
Power Purchase Agreement. Payments made by Exelon will provide us with all of
our revenues during the term of the Power Purchase Agreement. If Exelon were to
cease fulfilling its obligations under the Power Purchase Agreement, it is
uncertain whether we would be able to find another purchaser of the Facility's
output or supplier of the Facility's natural gas and fuel oil requirements. If
another purchaser were found, we cannot assure you that the price paid by that
purchaser and the cost of alternate fuel arrangements, if required, would enable
us to pay amounts due on the Bonds. Because the Facility is designed to operate
as a peaking facility, we will have higher total fuel costs than combined cycle
plants against which we may be competing in the event that the Power Purchase
Agreement is terminated and the Facility operates as a merchant plant or
otherwise. If Exelon failed to make capacity, energy and the other payments
required under the Power Purchase Agreement, Exelon would be in default of the
Power Purchase Agreement and our revenues would be adversely affected. In turn,
our ability to pay amounts due on the Bonds would also be adversely affected.

The ability of Exelon to meet its obligations under the Power Purchase Agreement
will be dependent on Exelon's financial condition generally. In the event that
Exelon sells or otherwise transfers its power marketing business, Exelon may
assign the Power Purchase Agreement without our consent to the buyer or
transferee of that business if (i) the buyer or transferee has a senior
unsecured public debt rating by Moody's or S&P that is not lower than Exelon's
comparable unsecured senior debt rating at the time of that transfer and (ii) we
receive confirmation of the rating of that buyer or transferee after giving
effect to that buyer's or transferee's assumption of the Power Purchase
Agreement.

PECO Energy Company ("PECO") was the original counterparty to the Power Purchase
Agreement. During 2001, Exelon assumed the rights and obligations of PECO under
the Power Purchase Agreement as a result of the formation of Exelon Corporation
through the merger of PECO and Unicom Corporation.

WE DEPEND UPON GEORGIA POWER FOR ELECTRIC INTERCONNECTION SERVICE.

We are relying on Georgia Power to maintain interconnection services of the
Facility to the Georgia Integrated Transmission System, and Georgia Power in
turn is relying on its rights under its bilateral contract with Georgia
Transmission Corporation ("Georgia Transmission") in order to perform this
service. This contract terminates at the election of either party in 2012 or
earlier upon the dissolution, liquidation or bankruptcy of either party. If
Georgia Power's participation in the Georgia Integrated Transmission System
should terminate during the life of our project, we would attempt, if necessary,
to negotiate terms with Georgia Transmission under which the Facility would
remain interconnected with Georgia Transmission's transmission system. If
Georgia Power fails to timely perform its obligations under the Georgia Power
Interconnection Agreement, either because of disputes or defaults under this
contract or otherwise, this could delay or impair the commercial operation of
the Facility. Such a delay or impairment would result in an increase in costs
and a loss of revenue, which could impair our ability to pay amounts due on the
Bonds.

WE DEPEND ON A NUMBER OF OTHER ENTITIES TO CONSTRUCT, OPERATE AND MAINTAIN OUR
PROJECT.

We are highly dependent on many entities to, among other things:

         -    provide goods and services necessary for the Facility to generate
              such capacity and electric energy; and
         -    construct, operate and maintain our project.

If any entity upon whom we depend for the construction and operation of our
project were to breach its obligations to us, our ability to construct and
operate our project or to sell capacity and electric energy would be impaired.
This, in turn, could adversely affect our ability to pay amounts due on the
Bonds. The other parties to our project documents have the right to terminate or
withhold payment or performance under these documents upon the occurrence of
certain


                                       15
<Page>

events specified therein. In addition, if a party to a project document were
declared bankrupt or insolvent, this could impair that party's ability to
fulfill its obligations to us. This could adversely affect our ability to pay
amounts due on the Bonds.

                                 OPERATING RISK

THE OPERATION OF OUR PROJECT INVOLVES MANY RISKS--OPERATING RISK, AVAILABILITY
RISK, TECHNOLOGY RISK AND THE RISK OF EVENTS BEYOND OUR CONTROL.

The operation of power generation facilities like our project involves many
risks, including:

         -    the possibility of performing below expected levels of output or
              efficiency,
         -    power shutdowns due to the breakdown or failure of equipment or
              processes,
         -    labor disputes,
         -    under-performance during facility testing,
         -    failure to operate the Facility optimally and reliably, and
         -    catastrophic events such as fires, earthquakes, lightning,
              explosions, floods or other similar occurrences affecting our
              project.

The failure of any one of the six turbine-generators could significantly reduce
revenues generated by the Facility. This failure could also significantly
increase the operating expenses of the Facility. This, in turn, would impair our
ability to pay amounts due on the Bonds. If we are unable to meet our
availability and efficiency targets to Exelon, we will be required to pay
penalties, which will reduce our revenues, and could impact the amounts
available to pay amounts due on the Bonds. Under the formulas for availability
in the Power Purchase Agreement, higher rates for dispatch could make it more
difficult for the partnership to achieve its availability targets. In the summer
months in particular, the availability target for the Facility is high, and if
we failed to meet it we would be required to pay penalties in significant
amounts which could impact our ability to pay amounts due on the Bonds.

THE INSURANCE WE HAVE OBTAINED MAY BE INADEQUATE.

Although we maintain insurance consistent with industry standards to protect
against certain operating risks and other risks, not all risks are insured or
insurable. There can be no assurance that this insurance coverage will be
available in the future on commercially reasonable terms or at commercially
reasonable rates. If certain operating risks occur, or, if there is a total or
partial loss of our project, there can be no assurance that the proceeds of the
applicable insurance policies will be adequate to cover our lost revenues or
increased expenses.

                                REGULATORY RISKS

OUR BUSINESS IS SUBJECT TO SUBSTANTIAL REGULATIONS AND PERMITTING REQUIREMENTS
AND MAY BE ADVERSELY AFFECTED BY CHANGES IN THESE REGULATIONS OR REQUIREMENTS.

There are many federal, state and local laws pertaining to power generation
designed to protect human health and the environment or to serve other aspects
of public policy. These laws impose numerous requirements on the construction,
ownership and operation of our project. If we fail to comply with these
requirements, we could be prevented from completing or operating our project.
Moreover, modifications to the Facility to comply with these requirements could
involve a material expenditure of funds or an incurrence of additional
indebtedness to bring our project into compliance. Our business could also be
materially adversely affected by changes in existing law or the interpretation
of those laws. These changes can impose more restrictive requirements on our
project in a way that could cause us to be unable to pay amounts due on the
Bonds. Among these laws is the federal Clean Air Act, which requires the State
of Georgia and the federal government to take regulatory actions that may affect
our business. In addition, as described under "Environmental Regulation" in Item
1, the EPA has issued rules affecting our ability to comply with NOx emissions
standards while operating on fuel oil during an ozone-period. There can be no
assurance that we will or can satisfy all requirements that may result from
actions taken in response to these requirements.

Certain substances are regulated by CERCLA. If any of these regulated substances
were discovered in the soil or groundwater of the facility site, we could be
responsible for the investigation and removal of these substances regardless of
the source of these hazardous substances.



                                       16
<Page>

WE CANNOT ASSURE YOU THAT ALL PERMITS AND APPROVALS WILL BE OBTAINED WHEN
NEEDED.

We are responsible for obtaining and maintaining various permits and other
regulatory approvals required for the operation of our project. All permits and
other regulatory approvals currently required to construct and begin to operate
our project have been obtained. We expect to obtain all the material permits in
connection with the operation of any turbine-generator prior to the
turbine-generator reaching operational status, except where a later time is
prescribed by law. However, there can be no assurance that all these permits and
approvals will be obtained prior to the date they are needed. Any delay or
failure to obtain these permits and approvals could delay construction or
operation of our project or result in additional costs. The renewal, extension
or obtaining of permits and approvals for our project are subject to contest or
appeal under federal or state law. Our failure to comply with these permits and
approvals, or delay in obtaining or maintaining in full force and effect any
such permits and approvals, could prevent or impair our ability to pay amounts
due on the Bonds. See "Permit Status" contained in Part I, Item 1.

                                 FINANCING RISKS

IF WE DEFAULT ON THE BONDS, YOUR RIGHT TO PAYMENT, OR RECOURSE, WILL BE LIMITED
TO THE ASSETS AND CASH FLOWS OF THE FACILITY.

We are solely responsible for paying amounts due on the Bonds. We were formed
for the sole purpose of designing, financing, constructing, procuring, owning or
leasing, and operating our project. We conduct no other business and own no
other significant assets except our interests in our project, our project
documents and other assets related to the leasing or operation of our project.
Other than the equity contribution of up to $35.5 million, our partners and
their affiliates have no obligation to contribute additional equity to us.

Our ability to pay amounts due on the Bonds will be entirely dependent on our
ability to construct our project and to perform under the Power Purchase
Agreement at levels which provide sufficient revenues, after the payment of our
operations and maintenance costs and repayments under any working capital
facility, to pay amounts due on the Bonds and our other debt when due. The Bonds
and permitted senior debt will be paid out of the same funds without any
precedence over each other. However, payments in respect of the principal amount
of reimbursement obligations under the debt service reserve letter of credit and
the power purchase agreement letter of credit, prior to a trigger event or the
conversion of these obligations into debt service reserve term loans, debt
service reserve bonds or power purchase agreement term loans, will be made in a
lower order of priority than payments of principal of the Bonds and other senior
debt. The Bonds and permitted senior debt is entitled to the benefit of the
liens on the collateral securing their repayment. Operating and maintenance
expenses of the Facility and repayments under any working capital facility are
generally payable before debt service with respect to the Bonds.

The Bonds and our other senior debt are secured only by (1) our rights in our
project, (2) a lien on the partnership interests in the partnership and (3) the
revenue bonds issued by the Authority and the related lien on our project assets
owned by the Authority and securing its revenue bonds. In certain circumstances,
the ability of the collateral agent to foreclose on the collateral upon the
occurrence of a trigger event or otherwise under the financing documents will be
subject to perfection and priority issues and to practical problems associated
with realization of the security interest. These types of issues and problems
are associated with, among other things, the effect a bankruptcy of the
partnership would have on the rights and remedies of its creditors (including
the collateral agent), the possible unenforceability of any assignment of rents
prior to taking possession of the mortgaged property, of allowing the conducting
of more than one sale of the project's real property or of waivers or advance
consents that have the effect of marshalling of assets and the possible lack of
assignability of licenses, permits and the like, as well as general principles
of equity governing the availability of certain remedies and waivers. As a
general matter, all of the project's collateral could be affected by these
issues and problems.

We cannot assure you that, if we default on the payments due on the Bonds and
you foreclose on and sell our project, you will receive sufficient proceeds to
pay all amounts that we owe you on the Bonds. In addition, there are certain
assets comprising our project, such as permits, that you may not be able to
effectively foreclose upon without the consent of a third party, such as a
governmental authority. We cannot assure you that if you try to foreclose on our
assets, you will get all of the third party approvals necessary to operate our
project.



                                       17
<Page>

WE MAY INCUR ADDITIONAL DEBT, OR BE REQUIRED TO MAKE PAYMENTS TO REIMBURSE DRAWS
UNDER LETTERS OF CREDIT, THAT COULD ADVERSELY AFFECT YOU.

We are permitted to incur additional indebtedness under the common agreement,
including additional series of bonds, to pay for certain capital improvements
and expansions of the Facility and for other purposes. Certain types of this
permitted indebtedness may rank equally in payment with the Bonds and could
result in lower debt service coverage ratios and cash available to pay amounts
due on the Bonds. In addition, this indebtedness would share in the collateral
that secures the Bonds. This may reduce the benefits of the collateral to you
and your ability to control certain actions taken with respect to the
collateral.

We have arranged for a debt service reserve letter of credit to fund the debt
service reserve account. In addition, in order to secure our obligations under
the Power Purchase Agreement, we have provided the power purchase agreement
letter of credit to Exelon. If either letter of credit is drawn upon, we will be
required to reimburse the banks that provided it. The payment of interest in
respect of drawings on both the power purchase agreement letter of credit and
the debt service reserve letter of credit will be made at the same level of
priority as payments of interest in respect of the Bonds. In certain
circumstances, payments of the principal amount of drawings under the debt
service reserve letter of credit and the power purchase agreement letter of
credit will be made at the same level of priority as payments on the principal
amount of the Bonds. There can be no assurance that the revenues of our project
or otherwise would be sufficient to cover these increases in debt service
payments. The banks providing the debt service reserve letter of credit and the
power purchase agreement letter of credit are secured on an equal basis with the
Bonds by a lien on and security interest in the collateral.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Bonds were issued at a 9.50 percent fixed rate of interest and as a result
we are not exposed to market risk associated with an increase in interest rates.
The unspent proceeds from the Bonds and any equity contributions are invested in
cash and cash equivalents and short-term securities (collectively "short-term
investments") with fixed rates of interest for periods of up to six months. As
these short-term investments mature, the proceeds are either spent on
construction of the Facility or reinvested in other short-term investments. If
short-term interest rates decrease, the interest we earn on these short-term
investments would decrease accordingly. However, we would not expect any such
decrease in the interest earned on short-term investments to have a material
adverse effect on our results of operations.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

All financial statements filed as part of this report are attached to this
Annual Report on Form 10-K following the Signature Page and reference is made
thereto.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not applicable.



                                       18
<Page>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

MANAGEMENT OF THE PARTNERSHIP

We are a Delaware limited partnership. Under our partnership agreement (the
"Partnership Agreement"), Tenaska Georgia, Inc. ("TGI"), as managing general
partner, has the exclusive power and authority to direct and manage our affairs
and is responsible for our day-to-day management, which includes administration
of our project. Diamond Georgia, LLC is a general partner and Tenaska Georgia I,
L.P. is the limited partner under the Partnership Agreement.

Certain actions by the partnership may be taken with a simple majority of the
general partners, based on their respective ownership interests. Examples of
these types of actions include:

         -    approving budgets, and
         -    entering into, amending or terminating material project contracts.

Dissolution of the partnership requires unanimous approval of the general
partners, based on their respective ownership interests. Removal of the managing
general partner requires unanimous approval of all partners, excluding the vote
of the managing general partner to be removed. Also, mergers, reorganizations
and the incurrence of debt require unanimous approval of the general partners.

MANAGEMENT OF TENASKA GEORGIA, INC.

The following are officers of TGI:

HOWARD L. HAWKS, Chairman and Chief Executive Officer of Tenaska, Inc., has
served as Chairman, CEO and President of TGI since its formation in 1998. Prior
to forming Tenaska, Inc. in 1987, Mr. Hawks served 21 years in various
management positions at InterNorth, Inc. (which merged in 1985 with Houston
Natural Gas to form Enron Corp.). He served as president of three of its
subsidiary groups, Northern Natural Resources, Northern Liquid Fuels Group, and
Northern Plains Natural Gas Company. Mr. Hawks also serves as vice chairman of
the North American Electric Reliability Council's (NERC) Stakeholder Committee.
He is a graduate of the University of Nebraska, where he earned a Bachelor of
Science degree in accounting and a Master of Business Administration degree.

THOMAS E. HENDRICKS, Vice President of Business Development of Tenaska, Inc.,
has served as Vice President of TGI since its formation. Prior to co-founding
Tenaska, Inc., Mr. Hendricks was an executive with InterNorth, Inc., where he
served as general manager of Northern Natural Resources, and with the Nebraska
Public Power District. Mr. Hendricks also serves on the Board of Trustees of the
Western Systems Coordinating Council. He graduated from the University of
Nebraska-Lincoln with a Bachelor of Science degree in chemical engineering.

RONALD N. QUINN, Vice President, Chief Financial Officer and Secretary of
Tenaska, Inc., is Vice President, CFO and Secretary of TGI. Prior to joining
Tenaska, Inc. in 1988, Mr. Quinn was employed by a subsidiary of American
Express Company as Vice President of Business Development and held various
executive positions at InterNorth, Inc. for 15 years and at Norwest Bank. Mr.
Quinn earned a Bachelor of Science degree in business administration and a
Master of Business Administration degree from Creighton University.

MICHAEL F. LAWLER, Vice President of Finance and Treasurer of Tenaska, Inc., is
Vice President and Treasurer of TGI. Prior to joining Tenaska, Inc. in 1991, Mr.
Lawler held positions as Senior Vice President, Finance/Information Systems of
Mercy Midlands; Owner and President of Missouri Valley Natural Gas; Assistant
Treasurer for InterNorth, Inc., and as Controller for Northern Propane Gas. Mr.
Lawler earned a Bachelor of Science degree in business administration from
Creighton University and a Master of Business Administration degree from the
University of Iowa.




                                       19
<Page>


LARRY V. PEARSON, Vice President of Fuel Supply and Transportation for Tenaska,
Inc., serves as Vice President for TGI. Prior to joining Tenaska, Inc. in 1988,
Mr. Pearson was an executive at InterNorth, Inc. for 15 years, where he held
various positions, including Senior Vice President, Enron Gas Supply; Vice
President, Gas Supply, Northern Natural Gas Company; and Vice President,
Regulatory Affairs, Northern Natural Gas Company. Mr. Pearson earned a Bachelor
of Science degree in mechanical engineering from the South Dakota School of
Mines and Technology and a Master of Business Administration degree from
Creighton University.

MICHAEL C. LEBENS, Vice President of Engineering for Tenaska, Inc., serves as
Vice President of TGI. Before joining Tenaska, Inc. in 1987, Mr. Lebens was
Director of Engineering for Enron Cogeneration Co. and Northern Natural
Resources. Mr. Lebens has also held positions at Gibbs & Hill where he was
Senior Mechanical Engineer and at Burns & McDonnell, where he was responsible
for mechanical design, specifications and engineering estimates. Mr. Lebens
earned his Bachelor of Science degree and a Master of Science degree in
mechanical engineering from the University of Nebraska-Lincoln.


ITEM 11. EXECUTIVE COMPENSATION

Not Applicable.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following are the partners and their respective ownership interests and
their percentage share of net income or loss in the limited partnership:

<Table>
<Caption>

                                                                         Percentage Interest
                                        Percentage Interest (For      (For Allocation of Net
          PARTNER                     Equity Contribution Purposes)        Income or Loss)
---------------------------------     -----------------------------   -----------------------
<S>                                          <C>                             <C>
Diamond Georgia, LLC (General)                  .30%                            .30%
Tenaska Georgia, Inc. (General)                 .70                             .70
Tenaska Georgia I, L.P. (Limited)             99.00                           99.00
                                            -------                         -------
                                             100.00%                         100.00%
                                             ======                          ======
</Table>


Tenaska Georgia, Inc. ("TGI"), our managing general partner, is a wholly owned
subsidiary of Tenaska Energy, Inc., which is owned by individual shareholders.
TGI is also the managing general partner of Tenaska Georgia I, L.P. ("TGILP")
and owns a 1.0 percent general partner interest in TGILP. Diamond Georgia, LLC
("Diamond Georgia") is an indirect wholly owned subsidiary of Mitsubishi
Corporation ("Mitsubishi"). On April 20, 2000, Diamond Georgia acquired a 0.30
percent interest from TGI's original 1.0 percent ownership interest in the
partnership. In addition, Mitsubishi acquired an indirect ownership interest of
approximately 30 percent in TGILP, through subsidiaries of its U.S. affiliate,
Diamond Generating Corporation. These acquisitions were effective January 1,
2000. The remaining 69 percent of TGILP consists of limited partner interests
owned by Tenaska Energy, Inc. and Tenaska Energy Holdings, LLC, which are owned
by individual shareholders and members.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TENASKA OPERATIONS, INC.

Certain operation and maintenance services for our project are provided by
Tenaska Operations, Inc. (the "Operator"), which is a wholly owned subsidiary of
Tenaska, Inc. The Operator provides services for the start-up, commissioning,
operation and maintenance of the Facility. Pursuant to the O&M Agreement, we pay
the Operator for approved expenses. The Operator receives a fixed fee and may
receive an incentive fee or an availability bonus or may pay us an availability
penalty on an annual basis based upon performance. Under the terms of the O&M
Agreement, we incurred management and incentive fees of $341,625 during 2001, of
which $150,000 related to the pre-commercial operating


                                       20
<Page>

period. For further discussion of the O&M Agreement, see "Operations and
Maintenance Agreement" within Part I, Item 1.

LAND ARRANGEMENTS

Tenaska, Inc. has (a) sold to us by limited warranty deed its interest in 101.29
acres of land located in Heard County, Georgia for a price of $602,529, (b)
leased 13.13 acres of land to us on a triple net basis for use as a material and
equipment laydown area, at a base rental rate of $1,094 per month and for a term
expiring on December 31, 2002, (c) granted us a perpetual non-exclusive easement
over an easement area of up to eighty feet in width, which was subsequently
increased to one hundred feet, for utilities and access over Tenaska, Inc.'s
property and through the Georgia Transmission property, for purposes of
providing access to George Brown Road, in consideration for the payment of
$2,500 per acre of easement area, which has now been exercised, and (d) granted
us a publicly recorded option to acquire up to 8 acres of Tenaska, Inc.'s land
for use by us or our successors or assigns as an electric substation site for a
purchase price of $6,500 per acre, which has now been exercised.

Following the transfer of Tenaska, Inc.'s interest in the 101.29 acres of land,
we granted Tenaska, Inc. a perpetual non-exclusive gas pipeline easement and
temporary construction easement across the same property in consideration for
the payment of $2,500 per acre of easement area. Thereafter, we transferred our
interest in the same 101.29 acres of land, and certain related easements, to the
Authority.

During 2001, we transferred 2.47 acres of land to Georgia Power in accordance
with the Interconnection Agreement.

TENASKA POWER SERVICES CO.

In April of 2001, we entered into an agreement with Tenaska Power Services Co.
("TPS") for the sale of pre-commercial electric energy through the date the
Facility reaches commercial operation under the Power Purchase Agreement. TPS, a
wholly owned subsidiary of Tenaska Energy, Inc., is a Nebraska power marketing
company licensed by the FERC that purchases and sells electric power to
customers through several major transmission systems.

During 2001, we sold the pre-commercial energy generated by the Initial Units
during start-up testing to TPS, resulting in operating revenues of $832,603. We
also anticipate selling the pre-commercial energy to be generated by Units 4, 5
and 6 during start-up testing to TPS. Pre-commercial energy is sold to TPS at
commercially reasonable prices which are available in the market at the time for
comparable types of energy.



                                       21
<Page>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  (1) Financial Statements

         The following financial statements filed as part of this report are
         attached to this Annual Report on Form 10-K following the Signature
         Page and reference is made thereto:

             TENASKA GEORGIA PARTNERS, L.P.

             Report of Independent Public Accountants

             Financial Statements:
                Balance Sheets--December 31, 2001 and 2000
                Statements of Operations for the Years Ended
                  December 31, 2001, 2000 and 1999
                Statements of Partners' Deficit for the Years Ended
                  December 31, 2001, 2000 and 1999
                Statements of Cash Flows for the Years Ended
                  December 31, 2001, 2000 and 1999
                Notes to Financial Statements

     (2) Financial Statement Schedules

         All schedules are omitted since the information is either not
         applicable or not required or because such information is included in
         the financial statements and notes thereto included in this Annual
         Report on Form 10-K.

     (3) Exhibits

         Exhibit
         Number                                Description
         ------                                -----------

             3.1*          Amended and Restated Partnership Agreement of Tenaska
                           Georgia Partners, L.P., dated as of October 29, 1999,
                           between Tenaska Georgia, Inc. and Tenaska Georgia I,
                           L.P.

             3.1.1         Second Amended and Restated Partnership Agreement of
                           Tenaska Georgia Partners, L.P., dated as of December
                           31, 1999, between Tenaska Georgia, Inc., Tenaska
                           Georgia I, L.P. and Diamond Georgia, LLC.

             4.1*          Indenture of Trust, dated as of November 1, 1999,
                           among the partnership, the Trustee and the Depositary
                           Bank.

             4.2*          Collateral Agency and Intercreditor Agreement, dated
                           as of November 1, 1999, among the partnership, the
                           Trustee, the Development Authority Trustee, the
                           Collateral Agent, the Debt Service Reserve Letter of
                           Credit Provider, the Power Purchase Agreement Letter
                           of Credit Provider and the Depositary Bank.

             4.3*          Form of bonds, dated November 10, 1999, evidencing
                           9.50% Senior Secured Bonds of the partnership due
                           2030 in the principal amount of $275,000,000.

             4.4*          Assignment and Security Agreement, dated as of
                           November 1, 1999, between the partnership and the
                           Collateral Agent.

             4.5*          General Partner Pledge and Security Agreement, dated
                           as of November 1, 1999, between Tenaska Georgia, Inc.
                           and the Collateral Agent.

             4.5.1         Waiver and Consent, dated as of March 2000, by the
                           Collateral Agent.

             4.6*          Limited Partner Pledge and Security Agreement, dated
                           as of November 1, 1999, between Tenaska Georgia I,
                           L.P. and the Collateral Agent.


                                       22
<Page>

             4.7*          Exchange and Registration Rights Agreement, dated as
                           of November 10, 1999, between the partnership and the
                           initial purchasers of the old bonds.

             4.8*          Leasehold Deed to Secure Debt, Assignment of Rents
                           and Leases and Security Agreement dated as of
                           November 10, 1999 by the partnership to the
                           Collateral Agent.

             4.9*          Consent and Agreement, dated as of November 10, 1999,
                           among the Power Purchaser, the Collateral Agent and
                           the partnership.

             4.10*         Consent and Agreement, dated as of November 10, 1999,
                           among the Georgia Power Company, the Collateral Agent
                           and the partnership.

             4.11*         Consent and Agreement, dated as of November 10, 1999,
                           among the Zachry Construction Corporation, the
                           Collateral Agent and the partnership (with respect to
                           the EPC Contract).

             4.12*         Consent and Agreement, dated as of November 10, 1999,
                           among H.B. Zachry Company, the Collateral Agent and
                           the partnership.

             4.13*         Consent and Agreement, dated as of November 10, 1999,
                           among Tenaska Operations, Inc., the Collateral Agent
                           and the partnership (with respect to the Operations &
                           Maintenance Agreement).

             4.14*         Consent and Agreement, dated as of November 10, 1999,
                           among Heard County Water Authority, the Collateral
                           Agent and the partnership.

             4.15*         Consent and Agreement, dated as of November 10, 1999,
                           among Transcontinental Gas Pipe Line Corporation, the
                           Collateral Agent and the partnership.

             4.16*         Consent and Agreement, dated as of November 10, 1999,
                           among General Electric Company, the Collateral Agent
                           and the partnership.

             4.17*         Consent to Assignment, dated as of November 10, 1999,
                           among Willbros Engineers, Inc., the Collateral Agent
                           and the partnership.

             4.18*         Consent to Assignment, dated as of November 10, 1999,
                           among Willbros Group, Inc., the Collateral Agent and
                           the partnership.

             4.19*         Indenture of Trust, dated as of November 1, 1999,
                           between The Development Authority of Heard County,
                           Georgia ("DAHC") and The Chase Manhattan Bank, as
                           Trustee.

             4.20*         Development Authority Bonds, dated November 10, 1999,
                           evidencing $275,000,000 Taxable Industrial
                           Development Revenue Bonds, Series 1999, issued by the
                           Development Authority under the Development Authority
                           Indenture.

             4.21*         Lease Agreement, dated as of November 1, 1999,
                           between the partnership and The Development Authority
                           of Heard County, Georgia.

             4.22*         Deed to Secure Debt, Security Agreement and
                           Assignment of Rents and Leases, dated as of November
                           1, 1999 by DAHC in favor of the DAHC Trustee.

             4.23*         Guaranty Agreement, dated as of November 1, 1999,
                           between the partnership and the DAHC Trustee for DAHC
                           Bonds.

             4.24*         Debt Service Reserve Letter of Credit and
                           Reimbursement Agreement, dated as of November 10,
                           1999, among the partnership, the DSR LOC Provider and
                           the Banks named therein.

             4.25*         Equity Contribution Agreement, dated as of November
                           1, 1999, among the partnership, the Contributing
                           Partners and the Collateral Agent.

             4.26*         Agreement as to Certain Undertakings, Common
                           Representations, Warranties, Covenants and Other
                           Terms, dated as of November 1, 1999, among the
                           partnership, the Trustee, the DSR LOC Agent, the
                           Power Purchase Agreement LOC Agent and the Collateral
                           Agent.

             4.27*         Power Purchase Agreement Letter of Credit.

             4.28*         Tenaska Georgia I, L.P. Letter of Credit.

             4.29*         Tenaska Georgia, Inc. Letter of Credit.

                                       23
<Page>

             10.1*         H.B. Zachry Company Guaranty of Obligation dated as
                           of October 22, 1999 made by H.B. Zachry Company in
                           favor of the partnership.

             10.2*         EPC Contractor Performance Bond and Payment Bond.

             10.3*+        Power Purchase Agreement, dated August 24, 1999,
                           between the partnership and the Power Purchaser.

             10.3.1        Consent to Assignment and Assumption, dated September
                           26, 2001, by and among Tenaska Georgia Partners, L.P.
                           and Exelon Generation Company, LLC.

             10.4*+        Engineering, Procurement and Construction Agreement,
                           dated as of September 15, 1999 (the "EPC Contract"),
                           as amended, between the partnership (as assignee of
                           Tenaska Georgia I, L.P.) and the EPC Contractor.

             10.4.1*       First Amendment, dated as of October 8, 1999, to the
                           Engineering, Procurement and Construction Agreement
                           between the partnership (as assignee of Tenaska
                           Georgia I, L.P.) and the EPC Contractor.

             10.4.2*       Option 5 - Substation Switchyard, exercised by the
                           partnership on October 20, 1999.

             10.4.3*       Agreement for Assignment and Assumption of EPC
                           Contract to the partnership, dated November 10, 1999,
                           between Tenaska Georgia I, L.P. and the partnership.

             10.4.4        Amendment, dated May 30, 2001, to the Engineering,
                           Procurement and Construction Agreement between the
                           partnership (as assignee of Tenaska Georgia I, L.P.)
                           and the EPC Contractor.

             10.5*         Guaranty of Obligation, dated as of September 23,
                           1999, between Willbros Group, Inc. and the
                           partnership.

             10.6*         Operations and Maintenance Agreement, dated as of
                           September 10, 1999, as amended, between the
                           partnership and Tenaska Operations, Inc.

             10.6.1*       Amendment, dated as of October 26, 1999, to the
                           Operations and Maintenance Agreement, between the
                           partnership and Tenaska Operations, Inc.

             10.6.2*       Second Amendment, dated as of November 4, 1999, to
                           the Operations and Maintenance Agreement, between the
                           partnership and Tenaska Operations, Inc.

             10.7*         Interconnection Agreement, dated as of October 19,
                           1999, between the partnership and Georgia Power
                           Company.

             10.8*+        Fixed Price Engineering, Procurement and Construction
                           Services Agreement, dated September 23, 1999, between
                           the partnership and Willbros Engineers, Inc.

             10.9*         Interconnect, Reimbursement and Operating Agreement,
                           dated as of August 18, 1999, between the partnership
                           and the Transcontinental Gas Pipe Line Corporation.

             10.10*        Water Purchase Agreement, dated February 25, 1999,
                           between the partnership and the Heard County Water
                           Authority.

             10.11*+       Contract for Purchase, dated as of August 27, 1999,
                           between General Electric and the partnership, as
                           assignee of Tenaska Georgia I, L.P.

             10.11.1*      Agreement for Assignment and Assumption of Turbine
                           Contract to the partnership, dated as of November 10,
                           1999, between Tenaska Georgia I, L.P. and the
                           partnership.

             10.11.2*      Agreement for Assignment and Assumption of Turbine
                           Contract to the partnership, dated as of November 10,
                           1999, between Zachry Construction Corporation and the
                           partnership.

             10.12*        Ground Lease, dated as of November 10, 1999 between
                           the partnership and Tenaska, Inc.

             10.13*        Short Form Ground Lease Agreement, dated November 10,
                           1999 between the partnership and Tenaska, Inc.

             10.14*        Access and Utility Easement Agreement, dated November
                           10, 1999 between the partnership and Tenaska, Inc.

                                       24
<Page>

             10.14.1       Amendment to Access and Utility Easement Agreement,
                           dated December 31, 2001, between the partnership and
                           Tenaska, Inc.

             10.15*        Electric Substation Site Option Agreement, dated
                           November 10, 1999 between the partnership and
                           Tenaska, Inc.

             10.16*        Natural Gas Pipeline Right-of-Way, dated November 2,
                           1999 between the partnership and Great Northern
                           Nekoosa Corporation.

             10.17*        Perpetual Right-of-Way and Easement Agreement, dated
                           November 1, 1999 between the partnership and Charles
                           Goodson.

             10.18*        Perpetual Right-of-Way and Easement Agreement, dated
                           November 1, 1999 between the partnership and Tenaska,
                           Inc.

             10.19*        Construction Easement Agreement, dated October 8,
                           1999 between the partnership and Inland Paperboard
                           and Packaging, Inc.

             10.20*        Easement Agreement, dated November 2, 1999 among the
                           partnership, Susan Lynn Payne and Robert Charles
                           Payne.

             10.21*        Non-Interference and Cross Indemnity Agreement, dated
                           as of November 10, 1999 between Tenaska, Inc. and the
                           partnership.

             10.22*        Power Purchase Agreement Letter of Credit and the
                           Reimbursement Agreement, dated as of November 10,
                           1999, among the partnership, the Power Purchase
                           Agreement LOC Provider and the Banks named therein.

             10.23*        Agreement Regarding Ad Valorem Taxation, dated as of
                           July 30, 1999, among the partnership, the Board of
                           Commissioners of Heard County, and the Board of Tax
                           Assessors of Heard County.

             10.24*+       Long Term Parts & Long Term Service Contract, dated
                           June 24, 1999, between General Electric
                           International, Inc. and the partnership, as assignee
                           of Tenaska, Inc.

             10.24.1*      Agreement for Assignment and Assumption of LTSA to
                           Tenaska Georgia I, L.P. dated November 10, 1999,
                           between Tenaska, Inc. and Tenaska Georgia I, L.P.

             10.24.2*      Agreement for Assignment and Assumption of LTSA to
                           Tenaska Georgia, dated November 10, 1999, between
                           Tenaska Georgia I, L.P. and the partnership.

             24.1          Power-of-Attorney (contained on the Signature Page in
                           this Annual Report on Form 10-K).

             99.1          Portions of the Registrant's Prospectus filed
                           pursuant to Rule 424(b)(3) under the Securities Act
                           of 1933 (attached to this Annual Report on Form 10-K
                           following the Financial Statements).


--------------------------------------------------------------------------------
             *   Incorporated herein by reference to similarly numbered exhibits
                 to the Registration Statement on Form S-4 of Tenaska Georgia
                 Partners, L.P. (Reg. No. 333-96239), filed with the Securities
                 and Exchange Commission.

             +   The Registrant has been granted confidential treatment under
                 the Securities Act of 1933 for certain information identified
                 in this Exhibit.

(b) Reports on Form 8-K

    None.


                                       25
<Page>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Omaha, State of Nebraska on the 15th day of March, 2002.

                                  TENASKA GEORGIA PARTNERS, L.P.
                                  a Delaware limited partnership

                                  By: TENASKA GEORGIA, INC.
                                  a Delaware corporation, as Managing General
                                  Partner of Tenaska Georgia Partners, L.P.

                                  By: /s/ Michael F. Lawler
                                    --------------------------------------------
                                    Michael F. Lawler
                                    Vice President of Finance and Treasurer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael F. Lawler and Jerry K. Crouse, or
either of them, as his or her true and lawful attorney-in-fact, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this Annual Report on Form 10-K, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact, jointly and
severally, full power and authority to do and perform each in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, jointly
and severally, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.

Signature                     Title                              Date
---------                     -----                              ----

/s/ Howard L. Hawks           Director, Tenaska Georgia, Inc.    March 15, 2002
------------------------
Howard L. Hawks


/s/ Thomas E. Hendricks       Director, Tenaska Georgia, Inc.    March 15, 2002
------------------------
Thomas E. Hendricks


/s/ Ronald N. Quinn           Director, Tenaska Georgia, Inc.    March 15, 2002
------------------------
Ronald N. Quinn


/s/ John T. Reed              Director, Tenaska Georgia, Inc.    March 15, 2002
------------------------
John T. Reed



                                       26
<Page>


                         TENASKA GEORGIA PARTNERS, L.P.
                            FINANCIAL STATEMENT INDEX

                                                                            PAGE
                                                                            ----

Report of Independent Public Accountants                                    F-2

Balance Sheets--December 31, 2001 and 2000                                  F-3

Statements of Operations for the Years Ended
  December 31, 2001, 2000 and 1999                                          F-4

Statements of Partners' Deficit for the Years Ended
  December 31, 2001, 2000 and 1999                                          F-5

Statements of Cash Flows for the Years Ended
  December 31, 2001, 2000 and 1999                                          F-6

Notes to Financial Statements                                               F-7
























                                      F-1
<Page>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Tenaska Georgia Partners, L.P.:

We have audited the accompanying balance sheets of Tenaska Georgia Partners,
L.P. (a Delaware limited partnership) as of December 31, 2001 and 2000, and the
related statements of operations, partners' deficit and cash flows for each of
the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tenaska Georgia Partners, L.P.
as of December 31, 2001 and 2000, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.

                                                           ARTHUR ANDERSEN LLP


Omaha, Nebraska,
February 22, 2002























                                      F-2
<Page>


TENASKA GEORGIA PARTNERS, L.P.

Balance Sheets--December 31, 2001 and 2000


<Table>
<Caption>

                                                         2001               2000
                                                     -------------    -------------
<S>                                                  <C>              <C>
ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                        $   5,187,618    $  48,524,392
    Short-term investments                                      --       69,999,618
    Restricted cash and cash equivalents                   126,499       20,850,132
    Accounts receivable                                  1,747,685               --
    Other receivables                                      262,527               --
    Interest receivable                                     33,582        1,380,857
    Prepaid insurance                                      226,748          721,576
    Inventory                                            4,676,547        2,433,202
                                                     -------------    -------------
           Total current assets                         12,261,206      143,909,777
                                                     -------------    -------------

DEVELOPMENT WORK IN PROGRESS                           112,491,923      117,464,753
                                                     -------------    -------------

PLANT AND EQUIPMENT, at cost:
    Land                                                   602,529          602,529
    Electric generation plant                          118,281,179               --
    Other                                                  328,566           49,110
                                                     -------------    -------------
                                                       119,212,274          651,639
    Less--Accumulated depreciation                      (1,639,700)              --
                                                     -------------    -------------
           Total plant and equipment, net              117,572,574          651,639
                                                     -------------    -------------

OTHER ASSETS:
    Contract costs, net                                  9,791,748        6,013,760
    Pipeline and interconnection costs, net             11,933,866        4,571,566
    Deferred finance charges, net                        4,933,177        4,720,463
                                                     -------------    -------------
           Total other assets                           26,658,791       15,305,789
                                                     -------------    -------------
           Total assets                              $ 268,984,494    $ 277,331,958
                                                     =============    =============

<Caption>

LIABILITIES AND PARTNERS' DEFICIT

<S>                                                  <C>              <C>
CURRENT LIABILITIES:
    Accounts payable                                 $   4,782,499    $   5,111,626
    Payable to affiliate                                   133,895           96,338
    Accrued interest payable                            10,885,417       10,885,417
                                                     -------------    -------------
           Total current liabilities                    15,801,811       16,093,381
                                                     -------------    -------------

CONTRACT RETAINAGE PAYABLE                               2,879,868        1,938,825
                                                     -------------    -------------
LONG-TERM DEBT                                         275,000,000      275,000,000
                                                     -------------    -------------
           Total liabilities                           293,681,679      293,032,206
                                                     -------------    -------------

COMMITMENTS AND CONTINGENCIES

PARTNERS' DEFICIT:
    Diamond Georgia, LLC                                   (50,755)         (23,764)
    Tenaska Georgia, Inc.                                 (196,216)        (133,238)
    Tenaska Georgia I, L.P.                            (24,450,214)     (15,543,246)
                                                     -------------    -------------
           Total partners' deficit                     (24,697,185)     (15,700,248)
                                                     -------------    -------------
           Total liabilities and partners' deficit   $ 268,984,494    $ 277,331,958
                                                     =============    =============
</Table>



The accompanying notes are an integral part of these balance sheets.


                                       F-3
<Page>


TENASKA GEORGIA PARTNERS, L.P.

Statements of Operations
For the Years Ended December 31, 2001, 2000 and 1999



<Table>
<Caption>

                                              2001            2000             1999
                                          ------------    ------------    ------------
<S>                                       <C>             <C>             <C>
REVENUE:
  Electric                                $ 11,136,335    $         --    $         --
  Other                                        836,629              --              --
                                          ------------    ------------    ------------
         Total revenue                      11,972,964              --              --
                                          ------------    ------------    ------------

OPERATING EXPENSES:
  Fuel for electric generation plant         2,573,708              --              --
  Plant operation and maintenance            1,394,728              --              --
  Management fees and expenses               1,455,250              --              --
  Depreciation and amortization              1,984,197              --              --
  Other expenses                                75,482              --              --
  Start-up costs:
    Management fees and expenses                    --              --       3,524,129
    Professional and consulting fees                --              --       2,626,098
    General and administrative expenses             --              --         161,214
    Other expenses                                  --              --          81,037
                                          ------------    ------------    ------------
         Total operating expenses            7,483,365              --       6,392,478
                                          ------------    ------------    ------------
         Operating income (loss)             4,489,599              --      (6,392,478)
                                          ------------    ------------    ------------

INTEREST EXPENSE:
  Interest expense                          26,125,000      26,197,570       3,628,472
  Interest expense capitalized              (9,865,318)     (5,708,237)       (219,059)
  Other interest expense                       423,371              --              --
                                          ------------    ------------    ------------
         Interest expense, net              16,683,053      20,489,333       3,409,413
                                          ------------    ------------    ------------

INVESTMENT INCOME                            3,196,517      12,567,884       2,023,092
                                          ------------    ------------    ------------

NET LOSS                                  $ (8,996,937)   $ (7,921,449)   $ (7,778,799)
                                          ============    ============    ============
</Table>


The accompanying notes are an integral part of these statements.


                                       F-4
<Page>

TENASKA GEORGIA PARTNERS, L.P.

Statements of Partners' Deficit
For the Years Ended December 31, 2001, 2000 and 1999



<Table>
<Caption>

                               Diamond          Tenaska         Tenaska
                             Georgia, LLC    Georgia, Inc.   Georgia I, L.P.    Total
                             ------------    -------------   --------------- ------------
<S>                          <C>             <C>             <C>             <C>
BALANCE, January 1, 1999     $         --    $         --    $         --    $         --
    Net loss                           --         (77,788)     (7,701,011)     (7,778,799)
                             ------------    ------------    ------------    ------------
BALANCE, December 31, 1999             --         (77,788)     (7,701,011)     (7,778,799)
    Net loss                      (23,764)        (55,450)     (7,842,235)     (7,921,449)
                             ------------    ------------    ------------    ------------
BALANCE, December 31, 2000        (23,764)       (133,238)    (15,543,246)    (15,700,248)
    Net loss                      (26,991)        (62,978)     (8,906,968)     (8,996,937)
                             ------------    ------------    ------------    ------------
BALANCE, December 31, 2001   $    (50,755)   $   (196,216)   $(24,450,214)   $(24,697,185)
                             ============    ============    ============    ============
</Table>


The accompanying notes are an integral part of these statements.


                                       F-5
<Page>

TENASKA GEORGIA PARTNERS, L.P.

Statements of Cash Flows
For the Years Ended December 31, 2001, 2000 and 1999

<Table>
<Caption>

                                                                         2001              2000             1999
                                                                    -------------    -------------    -------------
<S>                                                                 <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                        $  (8,996,937)   $  (7,921,449)   $  (7,778,799)
    Adjustments to reconcile net loss to net cash
      from operating activities-
        Depreciation and amortization                                   1,984,197               --               --
        Amortization of deferred finance charges                           86,662               --               --
        Increase in accounts receivable                                (1,747,685)              --               --
        Increase in other receivables                                    (262,527)              --               --
        Decrease (increase) in interest receivable                      1,347,275          399,233       (1,780,090)
        Decrease (increase) in prepaid insurance                          494,828          305,667       (1,027,243)
        Increase in inventory                                          (2,243,345)      (2,433,202)              --
        (Decrease) increase in accounts payable                        (3,402,313)       2,251,302          264,706
        Increase in payable to affiliate                                   37,557           42,640           53,698
        Increase in accrued interest payable                                   --        7,256,945        3,628,472
                                                                    -------------    -------------    -------------
           Total adjustments                                           (3,705,351)       7,822,585        1,139,543
                                                                    -------------    -------------    -------------
           Net cash from operating activities                         (12,702,288)         (98,864)      (6,639,256)
                                                                    -------------    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Decrease (increase) in short-term investments                      69,999,618       93,621,785     (163,621,403)
    Additions to development work in progress/plant and equipment    (110,927,219)     (96,761,367)     (18,770,316)
    Contract costs                                                     (3,877,508)      (3,678,270)      (2,335,490)
    Pipeline and interconnection costs                                 (7,194,677)      (2,772,357)      (1,788,300)
                                                                    -------------    -------------    -------------
           Net cash from investing activities                         (51,999,786)      (9,590,209)    (186,515,509)
                                                                    -------------    -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of long-term debt                                   --               --      275,000,000
    Decrease (increase) in restricted cash and cash equivalents        20,723,633      (20,850,132)              --
    Decrease (increase) in restricted short-term investments                   --       37,516,471      (37,516,471)
    Deferred finance charges                                             (299,376)        (530,307)      (4,190,156)
    Increase in contract retainage payable                                941,043        1,852,324           86,501
                                                                    -------------    -------------    -------------
           Net cash from financing activities                          21,365,300       17,988,356      233,379,874
                                                                    -------------    -------------    -------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                  (43,336,774)       8,299,283       40,225,109

CASH AND CASH EQUIVALENTS, beginning of period                         48,524,392       40,225,109               --
                                                                    -------------    -------------    -------------
CASH AND CASH EQUIVALENTS, end of period                            $   5,187,618    $  48,524,392    $  40,225,109
                                                                    =============    =============    =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid for interest, net of amounts capitalized              $  16,259,682    $  13,232,388    $          --
</Table>

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
    Included in decrease in accounts payable, additions to development work in
      progress/plant and equipment, and pipeline and interconnection costs as of
      December 31, 2001 are accrued costs of $2,584,709 capitalized as
      development work in progress and $10,909 capitalized as pipeline and
      interconnection costs as of December 31, 2000.

    Excluded from decrease in accounts payable, additions to development work in
      progress/plant and equipment, and pipeline and interconnection costs as of
      December 31, 2001 are accrued costs of $5,245,295 capitalized as
      development work in progress/plant and equipment and $423,509 capitalized
      as pipeline and interconnection costs as of December 31, 2001.

The accompanying notes are an integral part of these statements.


                                       F-6
<Page>


     TENASKA GEORGIA PARTNERS, L.P.

     Notes to financial statements


1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION

     Tenaska Georgia Partners, L.P. (the "Limited Partnership") was formed on
     April 16, 1998, to develop, finance, construct, own or lease, operate and
     maintain a 936 megawatt, natural gas-fired electric generation peaking
     facility (the "Facility") located in Heard County, Georgia. The Facility
     will generate electric power for sale and the Limited Partnership expects
     to incur net costs of approximately $310,500,000 to complete the Facility.
     The Limited Partnership was inactive prior to calendar year 1999 and
     commenced development activities during such year. As of December 31, 2001,
     three turbine-generators are in commercial operation, with three
     turbine-generators still under construction. The Limited Partnership is
     scheduled to terminate December 31, 2050.

     The following are the partners and their respective ownership interests and
     their percentage share of net income or loss:

<Table>
<Caption>

                                                                              Percentage Interest
                                               Percentage Interest (For     (For Allocation of Net
                      Partner              Equity Contribution Purposes)         Income or Loss)
     ---------------------------------     -----------------------------    ----------------------
<S>                                                  <C>                             <C>
     Diamond Georgia, LLC (General)                     .30%                            .30%
     Tenaska Georgia, Inc. (General)                    .70                             .70
     Tenaska Georgia I, L.P. (Limited)                99.00                           99.00
                                                     ------                          ------
                                                     100.00%                         100.00%
                                                     ======                          ======
</Table>

     The partners have committed to fund up to $35,500,000 of equity and the
     Limited Partnership has issued senior secured bonds in the principal amount
     of $275,000,000 to fund construction of the Facility.

     The day-to-day management of the affairs of the Limited Partnership,
     including preparation and maintenance of the financial and other records
     and books of account of the Limited Partnership and supervision of the
     ongoing operations of the facilities, loan administration and activities of
     the Limited Partnership, is the responsibility of the managing partner
     ("Tenaska Georgia, Inc.") subject to the direction of the Executive Review
     Committee. Tenaska Georgia, Inc. does not have the authority to incur any
     obligations or liabilities on behalf of the Limited Partnership, except as
     approved by the Executive Review Committee.

     On April 20, 2000, Diamond Georgia, LLC, an indirect wholly owned
     subsidiary of Mitsubishi Corporation ("Mitsubishi"), acquired a 0.30
     percent interest from Tenaska Georgia, Inc.'s original 1.0 percent
     ownership interest in the Limited Partnership. In addition, Mitsubishi
     acquired an indirect ownership interest of approximately 30 percent in
     Tenaska Georgia I, L.P., through subsidiaries of its U.S. affiliate,
     Diamond Generating Corporation. These acquisitions were effective January
     1, 2000.

     USE OF ESTIMATES

     The preparation of these financial statements required the use of certain
     estimates by management in determining the Limited Partnership's assets,
     liabilities, revenue and expenses. Actual results could differ from those
     estimates.

     FINANCIAL STATEMENT PRESENTATION

     At December 31, 2000, the Limited Partnership was a development stage
     enterprise as defined in Financial Accounting Standards Board Statement No.
     7, "Accounting and Reporting by Development Stage Enterprises". A portion
     of the Facility completed functional testing and began commercial
     operations during June and August of 2001. Therefore, the Limited
     Partnership is no longer a development stage enterprise.


                                      F-7
<Page>


     TENASKA GEORGIA PARTNERS, L.P.

     Notes to financial statements


     SHORT-TERM INVESTMENTS

     Short-term investments consist of investments in commercial paper with
     maturities of less than one year.

     RESTRICTED CASH AND CASH EQUIVALENTS

     Restricted cash and cash equivalents consist of cash and cash equivalents
     that are restricted specifically for interest payments on the Limited
     Partnership's long-term debt.

     DEPRECIATION

     Plant and equipment is recorded at cost and depreciated using the
     straight-line method. The estimated useful lives of the major asset
     categories are:

     Electric generation plant                         38 years
     Other plant and equipment                         5-20 years

     DEFERRED FINANCE CHARGES

     During the development phase, the Limited Partnership incurred charges and
     fees necessary to obtain financing. These costs have been capitalized and
     deferred. Commencing with commercial operation, the costs associated with
     the three operational turbine-generators are being amortized to expense
     over the term of the related debt (see Note 4) using the bonds outstanding
     method. The costs associated with the remaining three turbine-generators
     will also be amortized to expense over the remaining term of the related
     debt using the bonds outstanding method once their operations commence. As
     of December 31, 2001, accumulated amortization was $86,662.

     CONTRACT COSTS

     The Limited Partnership incurred direct costs associated with the Power
     Purchase Agreement (the "Power Purchase Agreement") (see Note 5). These
     costs have been capitalized and deferred. Commencing with commercial
     operation, the costs associated with the three operational
     turbine-generators are being amortized to expense over the 348-month term
     of the Power Purchase Agreement. The costs associated with the remaining
     three turbine-generators will also be amortized to expense over the
     remaining term of the Power Purchase Agreement once their operations
     commence. As of December 31, 2001, accumulated amortization was $99,520.

     PIPELINE AND INTERCONNECTION COSTS

     The Limited Partnership incurred costs to secure a long-term water supply
     contract and to construct a natural gas pipeline, natural gas metering
     facilities and electrical interconnections. These costs have been
     capitalized and are being amortized to expense over the 348-month term of
     the Power Purchase Agreement commencing with commercial operation in June
     2001. As of December 31, 2001, accumulated amortization was $244,977.

     INCOME TAXES

     The Limited Partnership has no liability for income taxes. Income is taxed
     to the partners based on their proportionate share of the Limited
     Partnership's taxable income. Therefore, no provision or liability for
     income taxes has been included in the accompanying financial statements.


                                      F-8
<Page>


     TENASKA GEORGIA PARTNERS, L.P.

     Notes to financial statements


     PREPAID INSURANCE

     The Limited Partnership has a prepaid for general liability insurance,
     excess general liability insurance, umbrella liability insurance and
     business interruption insurance coverage. This prepayment is being
     amortized on a straight-line basis over the term of the policies.
     Commencing with commercial operation, the insurance costs associated with
     the three operational turbine-generators are being expensed. The insurance
     costs associated with the remaining three turbine-generators are being
     capitalized as contract costs until their operations commence.

     INVENTORY

     The Limited Partnership has two types of inventory: materials and supplies
     inventory for the operation of the electric generation plant (see Note 5)
     and fuel oil. Materials and supplies are valued at the lower of the
     specifically identified cost or market. Fuel oil is valued at the lower of
     weighted average cost or market.

     REVENUE RECOGNITION

     Under the terms set forth in the Power Purchase Agreement (see Note 5) with
     Exelon Generation Company, LLC ("Exelon"), Exelon is obligated to purchase
     the entire net electric power generated from the Facility and is obligated
     to provide the natural gas and fuel oil for the Facility for a term of 29
     years. The Power Purchase Agreement provides for certain fixed payments, an
     availability bonus, along with variable payments. Commencing with
     commercial operation of two turbine-generators in June 2001 and the third
     turbine-generator in August 2001, the Limited Partnership recognizes
     related revenue from the sale of electricity in the months energy is
     delivered based upon output delivered and capacity provided at rates
     specified in the Power Purchase Agreement. Availability bonuses or
     penalties are recognized as revenue or expense in the month the Limited
     Partnership achieves or fails to achieve the availability targets defined
     in the Power Purchase Agreement.

     RISKS AND UNCERTAINTIES

     The Limited Partnership is subject to several risks, including but not
     limited to, risks associated with the cost and timely construction of the
     Facility, the nature of and reliance on long-term contractual obligations
     with various third parties, the ability to operate the Facility in order to
     meet long-term contractual obligations, regulatory risks and other
     uncertainties in the power industry.

     START-UP COSTS

     The Limited Partnership incurred start-up costs such as management fees,
     professional and consulting fees, and other costs during the year ended
     December 31, 1999. These items were expensed in the accompanying statements
     of operations in accordance with the AICPA's Statement of Position 98-5,
     "Reporting on the Costs of Start-Up Activities."

     STATEMENTS OF CASH FLOWS

     The Limited Partnership considers cash and cash equivalents to be all
     highly liquid securities purchased with an original maturity date of three
     months or less. Due to their short-term maturities, the fair value of the
     cash equivalents, short-term investments and restricted cash and cash
     equivalents approximates their book value.


                                      F-9
<Page>



     TENASKA GEORGIA PARTNERS, L.P.

     Notes to financial statements


     RECLASSIFICATIONS

     Certain reclassifications have been made to the prior years' financial
     statements to conform to the current year's presentation.

2    TRANSACTIONS WITH AFFILIATES

     As of December 31, 2001 and 2000, the Limited Partnership had a payable to
     Tenaska Georgia, Inc. of $133,895 and $96,338, respectively. During the
     years ended December 31, 2001, 2000 and 1999, billings from Tenaska
     Georgia, Inc. to the Limited Partnership for services provided as managing
     general partner and reimbursable expenses were $2,268,079, $1,445,372 and
     $6,985,185, respectively. During 2001, $1,206,312 was capitalized as
     contract costs and $1,061,767 was expensed as management fees and expenses.
     During 2000, $1,445,372 was capitalized as contract costs. During 1999,
     $6,392,478 was expensed as start-up costs, $503,373 was capitalized as
     contract costs and $89,334 was capitalized as land.

     The Limited Partnership Agreement provides for the payment of an annual fee
     of approximately $599,000 to Tenaska Georgia, Inc. commencing on January 1,
     2010, and on each subsequent anniversary date escalating five percent
     annually until the operation of the Facility terminates.

     On September 10, 1999, the Limited Partnership entered into the Operations
     and Maintenance Agreement ("O&M Agreement") with an affiliate, Tenaska
     Operations, Inc. (the "Operator"). The Operator provides services for the
     start-up, commissioning, operation and maintenance of the Facility. The
     Operator receives a fixed fee, may receive an incentive fee, may receive an
     availability bonus or may pay an availability penalty on an annual basis.
     Under the terms of the O&M Agreement, the Limited Partnership incurred
     costs of $341,625 during the year ended December 31, 2001, of which
     $150,000 related to the pre-commercial operating period and was capitalized
     as contract costs.

     The Limited Partnership recognized electric revenues of $832,603 associated
     with sale of power to Tenaska Power Services Co., an affiliate, during
     start-up testing prior to commercial operation of the first three
     turbine-generators.

3    DEVELOPMENT WORK IN PROGRESS

     The Limited Partnership entered into an Engineering, Procurement and
     Construction Contract ("EPC Contract") with Zachry Construction Corporation
     ("Zachry") to design, engineer, procure, expedite and supply all labor,
     equipment (including the gas turbine-generators), materials, supervision
     and tools for the construction of the Facility. As of December 31, 2001,
     the fixed price of the EPC Contract is $230,425,065 (subject to increase
     for scope changes).

     The Limited Partnership entered into a contract with General Electric
     Company ("General Electric") for the purchase of six gas
     turbine-generators. This turbine contract was assigned to Zachry on
     November 10, 1999. The turbine contract specifies shipment and delivery
     date obligations for the six turbine-generators ranging from September 30,
     2000, through December 1, 2001. As of December 31, 2001, all six combustion
     turbines and all six generators were on site. The EPC Contract required
     that the first three turbine-generators ("Initial Units") be completed for
     commercial operation by June 1, 2001, and the second three
     turbine-generators be completed for commercial operation by June 1, 2002.

     Zachry is to pay liquidated damages if commercial operation is not achieved
     by specific dates or if the performance of the Facility does not meet
     minimum contractual requirements. The aggregate liability for late
     completion and/or performance shortfalls is limited to 30 percent of the
     fixed price.


                                      F-10
<Page>


     TENASKA GEORGIA PARTNERS, L.P.

     Notes to financial statements


     As of December 31, 2001, total development work in progress costs of
     $238,912,333 have been capitalized. Included in these total costs are costs
     incurred under the EPC Contract, including estimated sales taxes on
     construction of the Facility, of $223,119,719 and capitalized interest of
     $15,792,614. As of December 31, 2001, total development work in progress
     costs, including interest, have been capitalized as follows: (a) costs of
     $118,281,179 associated with the three turbine-generators achieving
     commercial operation are included in the accompanying balance sheets as
     electric generation plant, (b) costs of $8,139,231 associated with
     electrical interconnections are included in the accompanying balance sheets
     as pipeline and interconnection costs and (c) costs of $112,491,923
     associated with the remaining three turbine-generators still under
     construction are included in the accompanying balance sheets as development
     work in progress.

     The Limited Partnership entered into a separate agreement with Willbros
     Engineers, Inc. to construct a natural gas pipeline from the Facility to an
     interconnection point with a regional natural gas pipeline. The Limited
     Partnership has incurred costs of $2,804,140 under the terms of this
     agreement and construction is complete. This amount has been capitalized
     and is included in the accompanying balance sheets as pipeline and
     interconnection costs.

     Construction of the Facility continues and is scheduled to be completed by
     June 1, 2002. The Initial Units were scheduled to be operational by June 1,
     2001, with the remaining three turbine-generators scheduled to be
     operational by June 1, 2002. Two of the Initial Units went into commercial
     operation on schedule under the EPC Contract. Units 1 and 3 achieved
     commercial operation under the terms of the EPC Contract as of May 31, 2001
     and June 1, 2001, respectively. Under the terms of the Power Purchase
     Agreement with Exelon, Unit 1 commenced commercial operation effective June
     1, 2001, while Unit 3 commenced commercial operation effective June 2,
     2001, which was one day late.

     One of the Initial Units (Unit 2) did not achieve commercial operation as
     scheduled due to damage sustained during testing. Repairs were made and
     Unit 2 achieved commercial operation under the terms of the EPC Contract as
     of August 29, 2001. Under the terms of the Power Purchase Agreement with
     Exelon, Unit 2 commenced commercial operation effective August 30, 2001.

     Because Unit 2 did not achieve commercial operation on schedule under the
     terms of the EPC Contract, the Limited Partnership will assert its rights
     to receive delay liquidated damages from Zachry. As of December 31, 2001,
     the Limited Partnership has accrued liquidated damages of $1,600,000 due
     from Zachry in accordance with the terms of the EPC Contract, as a
     reduction of capitalized contract costs, with the final amount due not yet
     determined. Furthermore, this amount has been netted against amounts
     payable to Zachry under the EPC Contract as of December 31, 2001, and is
     included in the accompanying balance sheets as accounts payable.

     The financial impact of Unit 2's damage to the project, net of insurance
     proceeds, is anticipated to range from approximately $100,000 to
     $1,300,000, depending upon the amount of liquidated damages actually
     received by the Limited Partnership. Proceeds from the Limited
     Partnership's insurance policies are expected to pay for the costs to
     repair Unit 2 and have covered the shortfall in operating revenues and
     liquidated damages owed to Exelon after deduction for the policy deductible
     amounts. The financial impact to the Limited Partnership, net of insurance
     proceeds, will be covered with construction contingency funds.

     The Limited Partnership's delay-in-start-up insurance claim of $3,836,644
     was approved and settled in October 2001. As of December 31, 2001, $208,021
     is included in the accompanying balance sheets as other receivables.
     Insurance proceeds of $3,628,623 were received as of December 31, 2001.
     Furthermore, of the $3,836,644, $3,000,015 was used to reduce capitalized
     contract costs and $836,629, which was the portion of the claim related to
     lost operating margins, is included as other revenue in the accompanying
     statements of operations.


                                      F-11
<Page>



     TENASKA GEORGIA PARTNERS, L.P.

     Notes to financial statements


     The Limited Partnership paid Exelon liquidated damages of $5,150,020, which
     was recorded as an increase to capitalized contract costs, as a result of
     Units 2 and 3 not achieving their scheduled commercial operation dates
     under the Power Purchase Agreement. As of December 31, 2001, the Limited
     Partnership's obligation has been satisfied. Of the liquidated damages paid
     to Exelon, $3,000,015 were covered by the Limited Partnership's
     delay-in-start-up insurance claim.

     As of December 31, 2001, construction of the remaining three
     turbine-generators ("Units 4, 5 and 6") was on schedule and within budget.
     Units 4, 5 and 6 are scheduled to achieve commercial operation by June 1,
     2002.

4    LONG-TERM DEBT

     On November 10, 1999, the Limited Partnership completed a private offering
     of $275 million of 9.5 percent fixed rate Senior Secured Bonds ("Bonds")
     with a final maturity date of February 1, 2030. On August 31, 2000, the
     Limited Partnership completed the bond exchange whereby the holders of the
     Bonds exchanged their bonds for new bonds registered under the Securities
     Act of 1933.

     In order to receive certain tax incentives, the Limited Partnership entered
     into a conduit financing arrangement with the Development Authority of
     Heard County (the "Authority"). The Authority owns the Facility, the
     facility site and certain related infrastructure facilities and easements
     (collectively, the "Properties"). The Limited Partnership used the proceeds
     from the Bonds to purchase certain revenue bonds issued by the Authority
     and enter into a lease agreement with the Authority.

     Under the lease agreement, the Authority leases the Properties to the
     Limited Partnership and the Limited Partnership has agreed to make rent
     payments sufficient to pay, when due, the principal of and interest on the
     revenue bonds issued by the Authority. The revenue bonds are secured by a
     mortgage on the Properties. The Limited Partnership has guaranteed the
     payment obligations of the Authority on its revenue bonds. The revenue
     bonds have been issued in the same principal amount as, and bear interest
     at the same rate as the Bonds and are redeemable at the option of the
     Limited Partnership. The Authority transferred the proceeds of the revenue
     bonds into a special construction fund, which is being used, along with any
     equity contributions from the partners, to fund construction and related
     costs of the Facility. Upon payment in full on the revenue bonds, the
     Properties will be conveyed to the Limited Partnership.

     Interest on the Bonds is payable semiannually in arrears on each February 1
     and August 1, commencing August 1, 2000. Principal payments on the Bonds
     will also be each February 1 and August 1, commencing February 1, 2006.
     Interest paid during 2001 and 2000 was $26,125,000 and $18,940,625,
     respectively.

     The Bonds have various restrictive covenants related to, among other
     things, maintenance of a specified debt coverage ratio, maintenance of
     specified levels of reserve account balances (which may be satisfied by
     using letters of credit), limitations on additional debt and lease
     obligations, mergers, sale or purchase of assets and restrictions on
     certain payments. The Limited Partnership was in compliance with all
     covenants that were operative as of December 31, 2001. The credit agreement
     also provides for a first security interest in substantially all of the
     assets of the Limited Partnership.

     The estimated fair value represents the amount at which the Bonds could be
     exchanged in a current transaction between willing parties. At December 31,
     2001 and 2000, the fair value of the Bonds was approximately $295,000,000
     and $301,600,000, respectively.


                                      F-12
<Page>


     TENASKA GEORGIA PARTNERS, L.P.

     Notes to financial statements


     On November 10, 1999, The Toronto Dominion Bank ("TD") issued a $15,000,000
     letter of credit to support the Limited Partnership's obligations under the
     Power Purchase Agreement. This letter of credit increased to $25,000,000 on
     April 1, 2001. As of December 31, 2001 and 2000, no funds have been drawn.
     TD is obligated to issue a letter of credit up to a maximum of $16,000,000
     for the Limited Partnership's debt service reserve ("DSR") obligation. As
     of December 31, 2001, no DSR letter of credit has been issued.

     On November 4, 1999, The First National Bank of Omaha ("FNBO") issued
     letters of credit in the amounts of $35,145,000 and $355,000 on behalf of
     Tenaska Georgia I, L.P. and Tenaska Georgia, Inc., respectively, to support
     each partner's equity funding commitments. In connection with the
     Mitsubishi acquisition discussed in Note 1, on April 24, 2000, the letters
     of credit issued by FNBO in the amounts of $35,145,000 and $355,000 on
     behalf of Tenaska Georgia I, L.P. and Tenaska Georgia, Inc., respectively,
     were amended and reduced in amount to $1,322,500 and $248,500,
     respectively. Mitsubishi issued a Guaranty in the amount of $33,929,000 to
     replace the amount by which the letters of credit were reduced. As of
     December 31, 2001 and 2000, no funds have been drawn on the letters of
     credit or Guaranty.

5    SIGNIFICANT CONTRACTS

     THE POWER PURCHASE AGREEMENT

     The Limited Partnership originally entered into the Power Purchase
     Agreement with PECO Energy Company ("PECO") whereby PECO would purchase the
     entire net electric power generated from the Facility and would provide the
     natural gas and fuel oil for the Facility for a term of 29 years commencing
     on the commercial operation of the Initial Units. During the year ended
     December 31, 2001, Exelon assumed the rights and obligations of PECO under
     the Power Purchase Agreement as a result of the formation of Exelon
     Corporation through the merger of PECO and Unicom Corporation.

     The Limited Partnership is to pay liquidated damages to Exelon if
     commercial operation is not achieved by specific dates which may be
     extended for certain events. During the year ended December 31, 2001, the
     Limited Partnership paid Exelon liquidated damages of $5,150,020 as a
     result of Units 2 and 3 not achieving their scheduled commercial operation
     dates under the Power Purchase Agreement. The aggregate liability for late
     completion of the Facility is limited to $25,000,000.

     The Power Purchase Agreement provides Exelon a contract termination option
     if the commercial operation date is not achieved by the 365th day after the
     applicable scheduled commercial operation date as may be extended for force
     majeure. Also, Exelon has a termination option if the Limited Partnership
     does not meet 67 percent annual availability requirements for two
     consecutive years and the most recent capacity test is less than 550
     megawatts. Finally, the Power Purchase Agreement provides Exelon a
     termination option for a shortened operating term after 20 years of
     commercial operation. This termination option would require Exelon to pay
     the Limited Partnership $175,000,000.

     LONG-TERM PARTS AND LONG-TERM SERVICE AGREEMENT ("LTSA")

     Tenaska, Inc., an affiliate of the Limited Partnership, entered into the
     LTSA with General Electric International, Inc. ("GEI"), a wholly owned
     affiliate of General Electric, whereby GEI will provide maintenance
     services, cover major parts replacement and repair, inspection and overhaul
     services for the gas turbines. This LTSA was assigned to the Limited
     Partnership on November 10, 1999. As of December 31, 2001 and 2000, the
     Limited Partnership has incurred costs of $3,760,000 and $2,433,202,
     respectively, for initial and operational spare parts under the terms of
     the LTSA. These costs have been capitalized and are included in the
     accompanying balance sheets as inventory. In addition, $315,200 was
     expensed during 2001 for monthly maintenance charges and usage adjustments
     under the terms of the LTSA.


                                      F-13
<Page>


    TENASKA GEORGIA PARTNERS, L.P.

    Notes to financial statements


6   UNAUDITED QUARTERLY FINANCIAL DATA

<Table>
<Caption>

                                                     Quarter Ended
                              ----------------------------------------------------------
                               March 31        June 30      September 30   December 31
                              -----------   -------------   ------------   ------------
<S>                           <C>            <C>            <C>            <C>
    2001
      Revenue                 $         --   $  1,549,461   $  5,327,569   $  5,095,934
      Operating expenses                --      1,580,384      2,246,455      3,656,526
      Interest expense, net      3,442,130      3,467,087      4,948,020      4,825,816
      Investment income          1,620,940        913,993        494,534        167,050
      Development work
        in progress            157,114,243     95,553,904     73,680,375    112,491,923

    2000
      Revenue                 $         --   $         --   $         --   $         --
      Operating expenses                --             --             --             --
      Interest expense, net      5,883,479      5,449,836      4,918,922      4,237,096
      Investment income          3,485,791      3,475,400      3,159,498      2,447,195
      Development work
        in progress             36,120,396     60,807,632     88,262,736    117,464,753
</Table>

7    SUBSEQUENT EVENT

     On January 29, 2002, the Limited Partnership received equity contributions
     of $12,870,000, $91,000 and $39,000 from Tenaska Georgia I, L.P., Tenaska
     Georgia, Inc. and Diamond Georgia, LLC, respectively, which is the initial
     funding of the partners' equity commitment of $35,500,000.


                                      F-14