UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F អ 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, 2006 OR អ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13758 PORTUGAL TELECOM, SGPS S.A. (Exact name of Registrant as specified in its charter) The Portuguese Republic (Jurisdiction of incorporation or organization) Av. Fontes Pereira de Melo, 40, 1069-300 Lisboa Codex, Portugal (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered American Depositary Shares, each representing one ordinary share, nominal value A0.03 per share ........ New York Stock Exchange Ordinary shares, nominal value A0.03 each ........... New York Stock Exchange* * Not for trading but only in connection with the registration of American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Ordinary shares, nominal value A0.03 per share ........................................ 1,128,856,000 Class A shares, nominal value A0.03 per share ......................................... 500 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ፤ No អ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes អ No ፤ 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 ፤ No អ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act (check one): Large accelerated filer ፤ Accelerated filer អ Non-accelerated filer អ Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 អ Item 18 ፤ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes អ No ፤ Table of Contents Page CERTAIN DEFINED TERMS ................................................ 1 PRESENTATION OF FINANCIAL INFORMATION ............................... 1 FORWARD-LOOKING STATEMENTS ......................................... 1 RECENT DEVELOPMENTS ................................................. 2 PART I.................................................................. 4 ITEM 1—IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS .... 4 ITEM 2—OFFER STATISTICS AND EXPECTED TIMETABLE ..................... 4 ITEM 3—KEY INFORMATION ............................................. 4 ITEM 4—INFORMATION ON THE COMPANY ................................ 22 ITEM 4A—UNRESOLVED STAFF COMMENTS ................................ 81 ITEM 5—OPERATING AND FINANCIAL REVIEW AND PROSPECTS .............. 81 ITEM 6—DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ............... 126 ITEM 7—MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ....... 142 ITEM 8—FINANCIAL INFORMATION ....................................... 144 ITEM 9—THE OFFER AND LISTING ........................................ 152 ITEM 10—ADDITIONAL INFORMATION .................................... 153 ITEM 11—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ................................................................ 170 ITEM 12—DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES .... 176 PART II................................................................. 177 ITEM 13—DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES .......... 177 ITEM 14—MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ............................................... 177 ITEM 15—CONTROLS AND PROCEDURES .................................. 177 ITEM 16A—AUDIT COMMITTEE FINANCIAL EXPERT ......................... 178 ITEM 16B—CODE OF ETHICS ............................................. 178 ITEM 16C—PRINCIPAL ACCOUNTANT FEES AND SERVICES .................... 178 ITEM 16D—EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES ........................................................ 179 ITEM 16E—PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS ............................................. 179 PART III................................................................ 180 ITEM 17—FINANCIAL STATEMENTS ....................................... 180 ITEM 18—FINANCIAL STATEMENTS ....................................... 180 ITEM 19—EXHIBITS ..................................................... 180 i CERTAIN DEFINED TERMS Unless the context otherwise requires, the term ‘‘Portugal’’ refers to the Republic of Portugal, including the Madeira Islands and the Azores Islands; the term ‘‘Portuguese Government’’ refers to the government of the Republic of Portugal and, where the context requires, includes the Portuguese state; the term ‘‘Parliament’’ refers to the Assembly of the Republic of Portugal, the legislative body of the Portuguese state; the term ‘‘EU’’ refers to the European Union; the term ‘‘EC Commission’’ refers to the Commission of the European Communities; the terms ‘‘United States’’ and ‘‘U.S.’’ refer to the United States of America; the term ‘‘Portugal Telecom’’ refers to Portugal Telecom, SGPS S.A.; and unless indicated otherwise, the terms ‘‘we,’’ ‘‘our’’ or ‘‘us’’ refer to Portugal Telecom and its consolidated subsidiaries. PRESENTATION OF FINANCIAL INFORMATION Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, or IFRS, as adopted by the European Commission for use in the European Union. IFRS differs in significant respects from U.S. GAAP. For a discussion of the principal differences between IFRS and U.S. GAAP, as they relate to us, see ‘‘—U.S. GAAP Reconciliation and Recent Accounting Pronouncements’’ below and Notes 47, 48 and 49 to our audited consolidated financial statements. We publish our financial statements in Euro, the single European currency adopted by certain participating member countries of the European Union, including Portugal, as of January 1, 1999. Unless otherwise specified, references to ‘‘Euros,’’ ‘‘EUR’’ or ‘‘A’’ are to the Euro. References herein to ‘‘U.S. dollars,’’ ‘‘$’’ or ‘‘US$’’ are to United States dollars. References to ‘‘Escudos’’ or ‘‘PTE’’ are to Portuguese Escudos. References to ‘‘Real,’’ ‘‘Reais’’ or ‘‘R$’’ are to Brazilian Reais. The Federal Reserve Bank of New York’s noon buying rate in the City of New York for Euros was A0.7466 = US$1.00 on June 21, 2007, and the noon buying rate on that date for Reais was R$1.9197 = US$1.00. For convenience and comparability, figures previously stated in Escudos have been converted to figures in Euros based on the fixed Escudo/Euro exchange rate of PTE 200.482 = A1.00. We are not representing that the Euro, US$ or R$ amounts shown herein could have been or could be converted at any particular rate or at all. See ‘‘Item 3—Key Information—Exchange Rates’’ for further information regarding the rates of exchange between Euros and U.S. dollars and between Reais and U.S. dollars. FORWARD-LOOKING STATEMENTS This Form 20-F includes, and documents incorporated by reference herein and future public filings and oral and written statements by our management may include, statements that constitute ‘‘forward- looking statements’’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of our management and on information available to management at the time such statements were made. Forward-looking statements include, but are not limited to: (a) information concerning possible or assumed future results of our operations, earnings, industry conditions, demand and pricing for our products and other aspects of our business under ‘‘Item 4—Information on the Company,’’ ‘‘Item 5—Operating and Financial Review and Prospects’’ and ‘‘Item 11—Quantitative and Qualitative Disclosures About Market Risk’’; and (b) statements that are preceded by, followed by or include the words ‘‘believes,’’ ‘‘expects,’’ ‘‘anticipates,’’ ‘‘intends,’’ ‘‘is confident,’’ ‘‘plans,’’ ‘‘estimates,’’ ‘‘may,’’ ‘‘might,’’ ‘‘could,’’ ‘‘would,’’ the negatives of such terms or similar expressions. 1 Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Many of the factors that will determine these results are beyond our ability to