SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F n REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ≤ 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 n 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: 0-31054 Telenor ASA (Exact name of Registrant as specified in its charter) Norway (Jurisdiction of incorporation or organization) Snarøyveien 30, N-1333 Fornebu, Norway (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: None Securities registered or to be registered pursuant to Section 12(g) of the Act: Ordinary Shares, nominal value NOK 6 per share Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2001: 1,772,730,652 Ordinary Shares of NOK 6 each. 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 which financial statement item the registrant has elected to follow. Item 17 Item 18 X TABLE OF CONTENTS Page Presentation of Financial and Other Information ********************************************* 3 Cautionary Statement Regarding Forward-looking Statements *********************************** 3 PART I Item 1: Identity of Directors, Senior Management and Advisers****************************** 4 Item 2: Offer Statistics and Expected Timetable******************************************* 4 Item 3: Key Information ************************************************************** 4 Item 4: Information on the Company**************************************************** 15 Item 5: Operating and Financial Review and Prospects ************************************* 94 Item 6: Directors, Senior Management and Employees ************************************* 132 Item 7: Major Shareholders and Related Party Transactions ********************************* 140 Item 8: Financial Information********************************************************** 142 Item 9: The Offer and Listing ********************************************************* 144 Item 10: Additional Information********************************************************* 145 Item 11: Quantitative and Qualitative Disclosures About Market Risk ************************** 155 Item 12: Description of Securities Other Than Equity Securities ****************************** 156 PART II Item 13: Defaults, Dividend Arrearages and Delinquencies *********************************** 156 Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds *********** 156 PART III Item 17: Financial Statements ********************************************************** 156 Item 18: Financial Statements ********************************************************** 156 Item 19: Exhibits********************************************************************* 157 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION Telenor publishes its financial statements in Norwegian Kroner (‘‘NOK’’). Unless otherwise indicated, all amounts in this annual report are expressed in Norwegian Kroner. In connection with Telenor’s international operations, certain amounts denominated in foreign currencies have been translated into Norwegian Kroner, in accordance with Telenor’s accounting principles as described in the consolidated financial statements that form part of this report under the heading ‘‘Summary of Significant Accounting Principles — Foreign currency translation and hedge accounting for net investments’’ except where otherwise noted. These translations should not be construed as representations that the amounts referred to actually represent such translated amounts or could be converted into the translated currency at the rate indicated. Telenor’s annual audited consolidated financial statements are prepared in accordance with Norwegian GAAP, which differ in certain respects from U.S. GAAP. For a reconciliation of the material differences between Norwegian and U.S. GAAP as they relate to Telenor, see Note 30 to the consolidated financial statements. As used in this annual report, the terms ‘‘Telenor’’, ‘‘we’’ or ‘‘us’’, unless the context otherwise requires, refer to Telenor ASA and its consolidated subsidiaries. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This annual report contains statements that constitute ‘‘forward-looking statements’’ within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. In addition, other written or oral statements, which constitute forward- looking statements have been made and may in the future be made by or on behalf of Telenor. In this annual report, such forward-looking statements include, without limitation, statements relating to (1) the implementation of strategic initiatives, (2) the development of revenues overall and within specific business areas, (3) the development of operating expenses, (4) the development of personnel expenses, (5) expenses incurred in the development of associated companies, (6) the anticipated level of capital expenditures and associated depreciation and amortization expense, and (7) other statements relating to Telenor’s future business development and economic performance. The words ‘‘anticipate’’, ‘‘believe’’, ‘‘expect’’, ‘‘estimate’’, ‘‘intend’’, ‘‘plan’’ and similar expressions identify certain of these forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements because actual events and results may differ materially from the expected results described by such forward-looking statements. Many factors may influence Telenor’s actual results and cause them to differ materially from expected results as described in forward-looking statements. These factors include the following: ) the level of demand for our services, particularly with regard to mobile communications services, fixed telephony, Internet and IP-based communications services, pay television services, and other newer products and services; ) actions of our competitors; ) regulatory developments, including changes to our permitted tariffs, the terms of access to our network, the terms of interconnection and other issues; and ) the success of our international investments and expansion programs. Telenor disclaims any intention or obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise. 3 PART I ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3: KEY INFORMATION SELECTED CONSOLIDATED FINANCIAL AND STATISTICAL DATA SUMMARY The following tables set forth summary consolidated financial and statistical data of Telenor. They should be read together with ‘‘Item 5: Operating and Financial Review and Prospects’’ and our consolidated financial statements, including the notes to those financial statements included in this report. Solely for the convenience of the reader, the financial data at and for the twelve months ended December 31, 2001 have been translated into U.S. dollars at the rate of NOK 8,9724 to USD 1.00, the noon buying rate on December 31, 2001. Year ended December 31, 1997 1998 1999 2000 2001 2001 (NOK) (NOK) (NOK) (NOK) (NOK) (USD) (in millions, except per share amounts) Income Statement Data Norwegian GAAP Revenues******************************* 25,763 28,751 32,784 36,530 40,604 4,525 Gain on disposal of fixed assets and Operations**************************** 177 248 783 1,042 5,436 606 Total revenues*************************** 25,940 28,999 33,567 37,572 46,040 5,131 Operating expenses ********************** 23,283 25,202 29,565 33,943 42,863 4,777 Operating profit ************************* 2,657 3,797 4,002 3,629 3,177 354 Share of profit (loss) in associated Companies (534) (1,097) (1,239) (692) 8,237 918 Net income ***************************** 1,389 1,710 2,035 1,076 7,079 789 Net income per share in NOK — primary (excluding treasury shares) ************** 1.157 1.293 1.454 0.754 3.994 0.445 Net income per share in NOK — diluted (excluding treasury shares) ************** 1.157 1.293 1.454 0.754 3.990 0.445 Dividends per share in NOK(1) ************ n/a n/a n/a 0.30 0.35 0.039 Weighted average number of shares (in millions of shares) — primary *********** 1,200 1,323 1,400 1,427 1,772 Weighted average number of shares (in millions of shares) — diluted ************ 1,200 1,323 1,400 1,427 1,774 Net income per share in NOK from discontinued operations (Telenor Media)(2) — 0.126 0.781 0.594 1.108 0.1235 Net income per share in NOK from continuing operations (excluding Telenor Media)(2) *** — 1.168 0.673 0.160 2.886 0.3217 4 Year ended December 31, 1997 1998 1999 2000 2001 2001 (NOK) (NOK) (NOK) (NOK) (NOK) (USD) (in millions, except per share amounts) U.S. GAAP Revenues******************************* — 28,670 32,716 36,481 40,581 4,523 Net income from continuing operations (excluding Telenor