ˆ200GFY2&KhFGTLlgAŠ 200GFY2&KhFGTLlgA VDI-W7-PFD-0058 OI S A Donnelley Financial12.10.7.0 EGV silar0bz26-Apr-2019 13:22 EST 710585 FS 1 12* OI SA FORM 20-F RIO HTM ESS 0C Page 1 of 2 As filed with the Securities and Exchange Commission on April 26, 2019 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 YEAR ENDED DECEMBER 31, 2018 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, 2018 was: 2,266,216,024 common shares, without par value 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 ☐ ˆ200GFY2&KhFGTLlgAŠ 200GFY2&KhFGTLlgA VDI-W7-PFD-0058 OI S A Donnelley Financial12.10.7.0 EGV silar0bz26-Apr-2019 13:22 EST 710585 FS 1 12* OI SA FORM 20-F RIO HTM ESS 0C Page 2 of 2 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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 ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued U.S. GAAP ☒ by the International Accounting Standards Board ☐ Other ☐ 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 ☐ ˆ200GFY2&Kg#H8JM6eŠ 200GFY2&Kg#H8JM6e FWPAXE-EGVRS03 OI S A Donnelley Financial12.10.7.0 EGV pf_rend25-Apr-2019 21:53 EST 710585 TOC 1 10* OI SA FORM 20-F RIO HTM ESS 0C Page 1 of 1 TABLE OF CONTENTS Page PRESENTATION OF FINANCIAL AND OTHER INFORMATION 1 CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS 7 PART I 8 Item 1. Identity of Directors, Senior Management and Advisers 8 Item 2. Offer Statistics and Expected Timetable 8 Item 3. Key Information 8 Item 4. Information on the Company 32 Item 4A. Unresolved Staff Comments 80 Item 5. Operating and Financial Review and Prospects 80 Item 6. Directors, Senior Management and Employees 115 Item 7. Major Shareholders and Related Party Transactions 129 Item 8. Financial Information 136 Item 9. The Offer and Listing 148 Item 10. Additional Information 153 Item 11. Quantitative and Qualitative Disclosures about Market Risk 173 Item 12. Description of Securities Other Than Equity Securities 174 PART II 175 Item 13. Defaults, Dividend Arrearages and Delinquencies 175 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 175 Item 15. Controls and Procedures 175 Item 16A. Audit Committee Financial Expert 177 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 Item 16F. Change in Registrant’s Certifying Accountant 179 Item 16G. Corporate Governance 180 Item 16H. Mine Safety Disclosure 182 PART III 183 Item 17. Financial Statements 183 Item 18. Financial Statements 183 Item 19. Exhibits 183 SIGNATURES 185 i ˆ200GFY2&Kgppc5u6ÆŠ 200GFY2&Kgppc5u6˘ VDI-W7-PF10-029 OI S A Donnelley Financial12.10.7.0 EGV ramoj0bz25-Apr-2019 07:25 EST 710585 TX 1 4* OI SA FORM 20-F RIO HTM ESS 0C Page 1 of 1 PRESENTATION OF FINANCIAL AND OTHER INFORMATION All references herein to “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil. All references to “U.S. dollars,” “dollars” or “US$” are to U.S. dollars. On April 23, 2019, the exchange rate for reais into U.S. dollars was R$$3.9436 to US$1.00, based on the selling rate as reported by the Central Bank of Brazil (Banco Central do Brasil), or the Brazilian Central Bank. The selling rate was R$3.8748 to US$1.00 on December 31, 2018, R$3.3080 to US$1.00 on December 31, 2017 and R$3.2591 to US$1.00 on December 31, 2016, in each case, as reported by the Brazilian Central Bank. The real/U.S. dollar exchange rate fluctuates widely, and the selling rate on April 23, 2019 may not be indicative of future exchange rates. See “Item 3. Key Information—Exchange Rates” for information regarding exchange rates for the real since January 1, 2014. Solely for the convenience of the reader, we have translated some amounts included in “Item 3. Key Information—Selected Financial Information” and in this annual report from reais into U.S. dollars using the selling rate as reported by the Brazilian Central Bank on December 31, 2018 of R$3.8748 to US$1.00. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. Financial Statements We maintain our books and records in reais. Our consolidated financial statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016, and the related notes thereto, which we refer to as our audited consolidated financial statements, are included in this annual report. We have prepared our audited consolidated financial statements in accordance with United States generally accepted accounting principles, or U.S. GAAP, under the assumption that we will continue as a going concern. Our audited consolidated financial statements have been audited in accordance with Public Company Accounting Oversight Board, or PCAOB, standards. Under U.S. GAAP, our management is required to assess whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after our financial statements are issued. Our management’s assessment of our ability to continue as a going concern is discussed in note 2 to our audited consolidated financial statements. As of December 31, 2018, we have fulfilled the obligations established in the RJ Plan within the established time limits.