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, 2004 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-1331 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 6.00 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, 2003: 1,804,021,281 Ordinary Shares, nominal value NOK 6.00 per share. 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 ******************** 84 ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ********************* 157 ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ************ 168 ITEM 8: FINANCIAL INFORMATION************************************************ 171 ITEM 9: THE OFFER AND LISTING ************************************************ 172 ITEM 10: ADDITIONAL INFORMATION ********************************************** 173 ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**** 184 ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES*********** 185 PART II ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES **************** 185 ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ******************************************************* 185 ITEM 15: CONTROLS AND PROCEDURES******************************************** 185 ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT*********************************** 186 ITEM 16B: CODE OF ETHICS ******************************************************** 186 ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES **************************** 187 ITEM 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES *** 188 ITEM 16E: PURCHASES OF EQUITY SECURITIES BY ISSUER AND AFFILIATED PURCHASERS ************************************************************ 188 PART III ITEM 17: FINANCIAL STATEMENTS************************************************* 189 ITEM 18: FINANCIAL STATEMENTS************************************************* 189 ITEM 19: EXHIBITS**************************************************************** 190 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION Telenor publishes its financial statements in Norwegian Krone (‘‘NOK’’). Unless otherwise indicated, all amounts in this annual report are expressed in Norwegian Krone. In connection with Telenor’s international operations, certain amounts denominated in foreign currencies have been translated into Norwegian Krone, in accordance with Telenor’s accounting principles as described in our consolidated financial statements that form part of this report under the heading ‘‘Summary of Significant Accounting Principles — Foreign currency transactions’’ and ‘‘— 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 32 to our 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 forward-looking statements that involve risks and uncertainties. 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, 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 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, 2004 have been translated into U.S. dollars at the rate of NOK 6.0794 to USD 1.00, the noon buying rate on December 31, 2004. Year ended December 31, 2000 2001 2002 2003 2004 2004 (NOK) (NOK) (NOK) (NOK) (NOK) (USD) (in millions, except per share amounts) Income Statement Data Norwegian GAAP Revenues ********************************* 36,530 40,604 48,668 52,889 60,752 9,993 Gain on disposal of fixed assets and Operations 1,042 5,436 158 232 550 91 Total revenues ***************************** 37,572 46,040 48,826 53,121 61,302 10,084 Operating expenses ************************* 33,943 42,863 49,146 45,561 54,700 8,998 Operating profit (loss)*********************** 3,629 3,177 (320) 7,560 6,602 1,086 Share of profit (loss) in associated Companies*** (692) 8,237 (2,450) 1,231 718 118 Net income (loss) ************************** 1,076 7,079 (4,298) 4,560 5,358 881 Net income (loss) per share — primary (excluding treasury shares)***************** 0.754 3.994 (2.422) 2.569 3.065 0.504 Net income (loss) per share — diluted (excluding treasury shares) ************************** 0.754 3.990 (2.422) 2.568 3.063 0.504 Dividends per share(1) ********************** 0.300 0.350 0.450 1.00 1.50 0.247 Weighted average number of shares (in millions of shares) — primary ********************* 1,427 1,772 1,775 1,775 1,748 — Weighted average number of shares (in millions of shares) — diluted********************** 1,427 1,774 1,775 1,776 1,749 — Net income per share from discontinued operations (Telenor Media)(2) ************** 0.594 1.108 ———— Net income per share from continuing operations (excluding Telenor Media)(2)*************** 0.160 2.886 ———— 4 Year ended December 31, 2000 2001 2002 2003 2004