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View Annual Report ˆ200F#CY9JHSYmdyG&Š 200F#CY9JHSYmdyG& VDI-W7-PFL-0337 OI S.A. Donnelley Financial12.6.29 LSWpintd0bz15-May-2018 20:02 EST 583119 FS 1 5* FORM 20-F RIO HTM ESS 0C Page 1 of 2 As filed with the Securities and Exchange Commission on May 16, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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 YEARS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-15256 Oi S.A. – In Judicial Reorganization (Exact Name of Registrant as Specified in Its Charter) N/A The Federative Republic of Brazil (Translation of Registrant’s Name into English) (Jurisdiction of Incorporation or Organization) Rua Humberto de Campos, 425 Leblon, Rio de Janeiro, RJ, Brazil 22430-190 (Address of Principal Executive Offices) Carlos Augusto Machado Pereira de Almeida Brandão Investor Relations Officer Rua Humberto de Campos, 425 8º andar Leblon, Rio de Janeiro, RJ, Brazil 22430-190 Tel: +55 21 3131-2918 [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) 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 Common Shares, without par value, each represented by New York Stock Exchange American Depositary Shares Securities registered or to be registered pursuant to Section 12(g) of the Act: Preferred Shares, without par value, each represented by American Depositary Shares Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The total number of issued and outstanding shares of each class of stock of Oi S.A. – In Judicial Reorganization as of December 31, 2017 was: 519,751,661 common shares, without par value ˆ200F#CY9JHSYmdyG&Š 200F#CY9JHSYmdyG& VDI-W7-PFL-0337 OI S.A. Donnelley Financial12.6.29 LSWpintd0bz15-May-2018 20:02 EST 583119 FS 1 5* FORM 20-F RIO HTM ESS 0C Page 2 of 2 155,915,486 preferred shares, without par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ 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 ☐ 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 ☒ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒ 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 ☒ Non-accelerated filer ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ 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 ☐ No ☒ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ ˆ200F#CY9JHHj!Z#o^Š 200F#CY9JHHj!Z#o^ VDI-W7-PR3-0631 OI S.A. Donnelley Financial12.6.29 LSWmenek0bz15-May-2018 09:04 EST 583119 FS 2 2* FORM 20-F RIO HTM ESS 0C Page 1 of 1 EXPLANATORY NOTE Oi S.A. – In Judicial Reorganization (“Oi”) is filing this Comprehensive Annual Report on Form 20-F for the fiscal years ended December 31, 2017 and 2016 (the “Comprehensive Form 20-F”) as part of its efforts to become current in its filing obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As described more fully in “Item 4. Information on the Company—Our Recent History and Development—Our Judicial Reorganization Proceedings,” on June 20, 2016, Oi and six of its wholly-owned direct or indirect subsidiaries filed a joint voluntary petition for judicial reorganization (recuperação judicial) pursuant to the Brazilian Bankruptcy Law with the 7th Corporate Court of the Judicial District of the State Capital of Rio de Janeiro (the “RJ Court”). On June 29, 2016, the RJ Court granted the processing of this judicial reorganization. On December 19 and 20, 2017, a general creditors meeting (the “GCM”) was held to consider approval of the most recently filed judicial reorganization plan. The GCM concluded on December 20, 2017 following the approval of a judicial reorganization plan reflecting amendments to the judicial reorganization plan presented at the GCM as negotiated during the course of the GCM (the “RJ Plan”). On January 8, 2018, the RJ Court entered an order ratifying and confirming the RJ Plan, according to its terms, but modifying certain provisions of the RJ Plan (the “Brazilian Confirmation Order”). The RJ Plan became effective on February 5, 2018 upon the publication of the Brazilian Confirmation Order in the Official Gazette of the State of Rio de Janeiro (Diário Oficial do Estado do Rio de Janeiro). The completion of the preparation of Oi’s financial statements under U.S. GAAP as of and for the year ended December 31, 2016 required that Oi determine whether the use of a going concern assumption as a basis for the preparation of those financial statements was appropriate, and the effects on the balances of assets, liabilities and on items comprising the statements of income, comprehensive income, changes in shareholders’ equity and cash flows if those financial statements were not prepared under this assumption. Oi’s management was not able to complete the asset impairment testing required under U.S. GAAP and was unable to do so prior to the approval of the RJ Plan on December 20, 2017 as this impairment testing required that Oi’s management complete an enterprise valuation of Oi and its consolidated subsidiaries. Given the ongoing negotiations between Oi and its creditors with respect to the terms of the RJ Plan, Oi’s management was been unable to determine a set of assumptions that were reasonably reliable upon which to prepare an enterprise valuation to support the required impairment testing. As a result, Oi was unable to determine whether there would be any need to make adjustments in the balances of non-financial assets of Oi and its consolidated subsidiaries as of December 31, 2016, as well as in the items of the statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and consequently, Oi’s auditor was unable to express an opinion on those financial statements. As a result of the approval of the RJ Plan and the subsequent confirmation and ratification of the RJ Plan by the RJ Court, Oi’s management has been able to complete an enterprise valuation of Oi and its consolidated subsidiaries, complete the asset impairment testing required under U.S. GAAP, and determine the adjustments in the balances of non-financial assets of Oi and its consolidated subsidiaries as of December 31, 2016, as well as in the items of the statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year then ended. The RJ Proceedings prompted us to perform a detailed analysis on the completeness and the accuracy of the judicial deposits and accounting balances of the other assets of the RJ Debtors. As a result, we identified weaknesses in some of our operational and financial reporting controls and procedures. For more information with respect to the identified material weaknesses in Oi’s internal control over financial reporting and the steps that Oi has undertaken to remediate these material weaknesses, see “Item 15. Controls and Procedures.” Additionally, we determined the need to restate previously issued financial statements and related disclosures to correct errors. Accordingly, we are restating our consolidated financial statements for the year ended December 31, 2015. Restatement adjustments attributable to fiscal year 2014 and previous fiscal years are reflected as a net adjustment to retained earnings as of January 1, 2015 The errors detected and corrected in Oi’s financial statements related to its judicial deposits, its provisions for contingencies, intragroup balances, tax credits and estimates of revenue from services rendered and not yet billed to customers, as described in “Item 5.
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