As filed with the Securities and Exchange Commission on May 6, 201516, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

OR

FOR THE FISCAL YEARS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016

OR

OR

Commission file number:001-15256

OIOi S.A. – In Judicial Reorganization

(Exact Name of Registrant as Specified in Its Charter)

Rua Humberto de Campos, 425

Leblon, Rio de Janeiro, RJ, Brazil22430-190

(Address of Principal Executive Offices)

Flavio Nicolay GuimarãesCarlos Augusto Machado Pereira de Almeida Brandão

Investor Relations Officer

Rua Humberto de Campos, 425

8º andar

Leblon, Rio de Janeiro, RJ, Brazil22430-190

Tel: +55 21 3131-2918

invest@oi.net.br

(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:

Securities registered or to be registered pursuant to Section 12(g) of the Act: NonePreferred 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, 20142017 was:

286,155,319519,751,661 common shares, without par value

572,316,691155,915,486 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  x☐    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  x☒

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 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 RegulationS-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 anon-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☐                Acceleratedfiler  ☒                Non-accelerated filer  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

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    x☐  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).    Yes  ¨☐    No  x☒

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  ☐

EXPLANATORY NOTE

Oi S.A. – In Judicial Reorganization (“Oi”) is filing this Comprehensive Annual Report on Form20-F for the fiscal years ended December 31, 2017 and 2016 (the “Comprehensive Form20-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 ofnon-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 ofnon-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. Operating and Financial Review and Prospects—Financial Presentation and Accounting Policies—Restatement of 2015 Financial Statements” and note 2 of our consolidated financial statements.

In connection with the presentation of financial information as of December 31, 2015, 2014 and 2013 and for the years ended December 31, 2014 and 2013, Oi has restated the financial statements related to those dates and periods to correct the errors included in these previously issued financial statements.

The Comprehensive Form20-F is Oi’s first annual report filed with the Securities and Exchange Commission (the “SEC”) since the filing of its Annual Report on Form20-F for the fiscal year ended December 31, 2015. Included in this Comprehensive Form20-F are Oi’s audited consolidated financial statements as of and for the years ended December 31, 2017 and 2016, which have not been previously filed with the SEC.

TABLE OF CONTENTS

i

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

All references herein to “real,” “reais” or “R$” are to the Brazilianreal, the official currency of Brazil. All references to “U.S. dollars,” “dollars” or “US$” are to U.S. dollars.

On May 4, 2015,10, 2018, the exchange rate forreais into U.S. dollars was R$3.0753.5566 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$2.6563.3080 to US$1.00 on December 31, 2014,2017, R$2.3433.2591 to US$1.00 on December 31, 20132016 and R$2.0443.9048 to US$1.00 on December 31, 2012,2015, in each case, as reported by the Brazilian Central Bank. The real/U.S. dollar exchange rate fluctuates widely, and the selling rate on May 4, 201510, 2018 may not be indicative of future exchange rates. See “Item 3. Key Information—Exchange Rates” for information regarding exchange rates for thereal since January 1, 2010.2013.

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 fromreais into U.S. dollars using the selling rate as reported by the Brazilian Central Bank on December 31, 20142017 of R$2.6563.3080 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 inreais. Our consolidated financial statements as of December 31, 20142017 and 20132016 and for the three years ended December 31, 20142017, 2016 and 2015 are included in this annual report.

We preparehave prepared our consolidated financial statements as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 in accordance with United States generally accepted accounting principles, or U.S. GAAP, under the assumption that we will continue as a going concern.

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 1 to our consolidated financial statements. As of December 31, 2017, our management had taken relevant steps in the RJ Process, particularly the preparation, presentation and approval of the RJ Plan, which allows our viability and continuity, and the approval of the RJ Plan by our creditors. Since December 31 2017, our management has been making the necessary efforts to implement and monitor the RJ Plan based on the understanding that our financial statements were prepared with a going concern assumption.

As a result of the RJ Proceedings (which are considered to be similar in all substantive respects to proceedings under Chapter 11 of the U.S. Bankruptcy Code of 1986, as amended, which we refer to as the U.S. Bankruptcy Code), we have applied Financial Accounting Standards Board Accounting Standards Codification 852 “Reorganizations”, or ASC 852, in preparing our consolidated financial statements. ASC 852 requires that financial statements separately disclose and distinguish transactions and events that are directly associated with our reorganization from transactions and events that are associated with the ongoing operations of our business. Accordingly, expenses, gains, losses and provisions for losses that are realized or incurred in the RJ Proceedings have been recorded under the classification “Restructuring expenses” in our consolidated statements of operations. In addition, our prepetition obligations that may be impacted by the RJ Proceedings based on our assessment of these obligations following the guidance of ASC 852 have been classified on our balance sheet as “Liabilities subject to compromise.” Prepetition liabilities subject to compromise are required to be reported at the amount allowed as a claim by the RJ Court, regardless of whether they may be settled for lesser amounts and remain subject to future adjustments based on negotiated settlements with claimants, actions of the RJ Court or other events.

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 our financial statements related to our judicial deposits, our 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. Operating and Financial Review and Prospects—Financial Presentation and Accounting Policies—Restatement” and note 2 to our consolidated financial statements included in this annual report.

We are also required to prepare financial statements in accordance with accounting practices adopted in Brazil, or Brazilian GAAP, which are based on:

Brazilian GAAP differs in certain important respects from accounting principles generally accepted in the United States, or U.S. GAAP. Differences between Brazilian GAAP and U.S. GAAP where applicable to Oi are summarized in note 30 to our audited consolidated financial statements included in this annual report.

Certain Defined Terms

General

Unless otherwise indicated or the context otherwise requires:requires, all references to:

ii

CorporateJudicial Reorganization

On February 27, 2012, TNL, Telemar, Coari and Brasil Telecom S.A., a subsidiary of Coari, undertook a corporate reorganization in which:

We refer to these transactions collectively as the corporate reorganization.

The following chart sets forth the ownership structure of TNL, Telemar and Coari in Brasil Telecom immediately priordefined terms relate to the corporateour global judicial reorganization. The percentages in bold italics represent the percentage of the voting capital owned by the parent company of each entity, and the percentages not in bold italics represent the percentage of the total share capital owned by the parent company of each entity.

iii

The following chart sets forth the structure of Brasil Telecom and Telemar immediately following the corporate reorganization.

As a result of the corporate reorganization, we have consolidated the results of TNL into our results as from February 28, 2012. We have accounted for the Coari merger and the TNL merger using the carry-over basis of our own assets and liabilities and of the assets and liabilities assumed of TNL, Telemar, and Coari as from the date of the reorganization. The carry-over basis of the assets and liabilities were determined at the lowest level entity in the group (i.e., the effects of the purchase accounting relating to Coari´s acquisition of Brasil Telecom (now Oi) are not reflected in the assets and liabilities of Oi S.A. in its consolidated financial statements as a result of the TNL merger). Additionally, our historical financial statements have not been restated to reflect the impacts of the corporate reorganization on a retrospective basis. Our non-current intangible assets and property, plant and equipment are recorded on a different basis in our parent company´s consolidated financial statements, reflecting the amortized purchase price allocated to these assets resulting from Coari´s acquisition of our company on January 8, 2009. For more details regarding the corporate reorganization,information, see “Presentation of Financial and Other Information—Financial Restructuring,” and “Item 4. Information on the Company—Our Recent History and Development—CorporateOur Judicial Reorganization Proceedings.” Unless otherwise indicated or the context otherwise requires, all references to:

Information regarding

Rio Forte Defaults and PT Exchange

Subsequent to the acquisitionDisposition of PT Portugal on May 5,

On December 9, 2014, we discovered that (1) PT Portugal had subscribed to €200 million principal amount of commercial paper of Rio Forte Investments S.A., or Rio Forte, that matured in July 2014, and (2) Portugal Telecom International Finance B.V., or PTIF, which has been a wholly-owned subsidiary of PT Portugal at all times since May 5, 2014, had subscribed to €697 million principal amount of commercial paper of Rio Forte that matured in July 2014. As a result of our acquisition of PT Portugal as part of the Oi capital increase, we became the creditor under this commercial paper.

On July 15 and 17, 2014, Rio Forte defaulted on the commercial paper held by PT Portugal and PTIF. On September 8, 2014, we, TmarPart, PT SGPS, PT Portugal and PTIF entered into an Exchange Agreement, or the PT Exchange Agreement, and a stock optionshare purchase agreement, or the PT Option Agreement, which we refer to collectively as the Definitive Exchange Agreements. Under the PT Exchange Agreement, PT Portugal and PTIF agreed to transfer the defaulted Rio Forte commercial paper to PT SGPS and PT SGPS agreed to deliver to PT Portugal and PTIF an aggregate of 47,434,872 of our common shares and 94,869,744 of our preferred shares, representing 16.9% of our outstanding share capital, including 17.1% of our outstanding voting capital prior to giving effect to the exchange. We refer to this transaction as the PT Exchange and the shares delivered to us as the Exchanged Shares.

On March 24, 2015, PT Portugal assigned its rights under the PT Exchange Agreement and the PT Option Agreement to PTIF. On March 27, 2015, PT Portugal assigned all of its rights and obligations under the Rio Forte commercial paper that it owned to PTIF. On March 30, 2015, the transactions contemplated by the Exchange Agreement were completed through the transfer of Rio Forte commercial paper in the aggregate amount of €897 million to PT SGPS in exchange for 47,434,872 of our common shares and 94,869,744 of our preferred shares.

v

Under the PT Option Agreement, PTIF has granted to PT SGPS an option, or the PT Option, to acquire 47,434,872 of our common shares and 94,869,744 of our preferred shares.

For more information about the PT Exchange and the Definitive Exchange Agreements, see “Item 4. Information on the Company—Our Recent History and Development—Rio Forte Defaults and PT Exchange.”

Proposed Sale of PT Portugal

Based on a reevaluation of our business strategy following these events, we determined that it was in the best interest of our company to dispose of PT Portugal and we commenced a sale process which led to the execution on December 9, 2014 of aPTP Share Purchase Agreement, among Oi,with Altice Portugal S.A., or Altice Portugal, and Altice S.A., or Altice, with pursuant to which we refer to as the PTP Share Purchase Agreement. Under the PTP Share Purchase Agreement, we have agreed to sell all of the share capital of PT Portugal to Altice Portugal for a purchase price equal to the enterprise value of PT Portugal of €6,900 million, subject to adjustments based on the financial debt, cash and working capital of PT Portugal on the closing date, plus an additionalearn-out amount of €500 million in the event that the consolidated revenues of PT Portugal and its subsidiaries (as of the closing date) for any single year between the year ending December 31, 2015 and the year ending December 31, 2019 is equal to or exceeds € 2,750€2,750 million. We refer to this transaction as the PT Portugal Disposition. The PT Portugal Disposition closed on June 2, 2015.

In connection with the proposed sale, we have committed to reorganizeclosing of the assets of PT Portugal on or priorDisposition, Altice Portugal disbursed €5,789 million, of which €869 million was used by PT Portugal to June 9, 2015prepay outstanding indebtedness, and €4,920 million was paid to our company in cash. We used a manner that willportion of the net cash proceeds of the PT Portugal Disposition for the prepayment and repayment at maturity of indebtedness of our company.

In anticipation of the PT Portugal Disposition, PT Portugal transferred PTIF, its wholly-owned finance subsidiary, to us. As a result of this transfer, the indebtedness of PTIF, which had previously been classified as liabilities associated with assets held for sale in our retaining:consolidated financial statements, was reclassified as indebtedness of our company. In addition, in connection with the PT Portugal Disposition, PTIF assumed all obligations under PT Portugal’s outstanding 6.25% Notes due 2016.

On June 20, 2016, Oi, together with the other RJ Debtors, filed a joint voluntary petition for judicial reorganization pursuant to the Brazilian Bankruptcy Law with the RJ Court, pursuant to an urgent measure approved by our board of directors.

Although someRJ Proceedings of the conditionsRJ Debtors.

On December 19 and 20, 2017, 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 the RJ Plan reflecting amendments to the closing underjudicial reorganization plan presented at the PTP Share Purchase Agreement are beyond our control, we expect that the closing of this sale will occurGCM as negotiated during the second quartercourse of 2015.the GCM.

On January 8, 2018, the RJ Court entered the Brazilian Confirmation Order, ratifying and confirming the RJ Plan, according to its terms, but modifying certain provisions of the RJ Plan. The Brazilian Confirmation Order was published in the Official Gazette of the State of Rio de Janeiro on February 5, 2018, the Brazilian Confirmation Date.

The Brazilian Confirmation Order, according to its terms, is binding on all parties as long as its effects are not stayed. By operation of the RJ Plan and the Brazilian Confirmation Order (provided that no stay or appeal of the Brazilian Confirmation Order results in a change of the Brazilian Confirmation Date), the unsecured claims against the RJ Debtors have been novated and discharged under Brazilian law and holders of such claims are entitled only to receive the recoveries set forth in the RJ Plan in exchange for their claims in accordance with the terms and conditions of the RJ Plan.

In the context of the RJ Proceedings, certain balances of consolidated assets and liabilities increased as a result of the inclusion of the RJ Debtors in RJ Proceedings and the resulting suspension of the payment of certain assumed liabilities. The main balances of consolidated assets and liabilities affected were cash, cash equivalents, cash investments, receivables from reciprocal services provided to telecom carriers, trade payables, and borrowings and financing.

We are in the process of implementing the RJ Plan. For more information onregarding the proposed sale of PT Portugal and the PTP Share Purchase Agreement,RJ Proceedings, see “Item 4. Information on the Company—Our Recent History and Development—Proposed Sale of PT Portugal.Our Judicial Reorganization Proceedings.”

Proposed Corporate Ownership Simplification and Migration to Novo Mercado

On March 31, 2015, For more information regarding the shareholders of TmarPart acting at a pre-meeting (reunião prévia)financial terms of the shareholders of TmarPart (1) unanimously approved the adoption of an alternative share structure, after analyzing optionsRJ Plan, see “Item 5. Operating and taking into consideration the current obstaclesFinancial Review and Prospects—Liability Subject to a registration of TmarPart shares with the SEC that would be necessary to allow the previously announced merger of shares of Oi and TmarPart, and (2) authorized the managements of TmarPart and Oi to begin taking the applicable steps to implement the alternative share structure.

The alternative share structure includes a voluntary exchange of our preferred shares for our common shares at the option of the preferred shareholder at an exchange rate of 0.9211 of our common shares for each of our preferred shares, which we refer to as the voluntary share exchange. The voluntary share exchange proposal requires that the holders of at least two-thirds of our preferred shares (excluding treasury shares) agree to exchange our preferred shares that they own for our common shares within a period of 30 days commencing after our General Shareholders’ Meeting at which the opening of the period for the exchange is deliberated.

Prior to the beginning of the period for the voluntary share exchange, we understand that the shareholders of TmarPart intend to cause:Compromise.”

vi

We refer to these transactions collectively as the corporate ownership simplification. In connection with the corporate ownership simplification, we expect the General Shareholders’ Agreement and the Control Group Shareholders’ Agreement described herein to be terminated.

In addition, we understand that the shareholders of TmarPart intend to cause (1) the adoption of new by-laws of our company, and (2) the election of new members of the board of directors of our company for terms expiring at the General Shareholders’ Meeting that approves our financial statements for the year ending December 31, 2017. The corporate ownership simplification, the adoption of new by-laws of our company and the election of new members of the board of directors of our company are expected to occur on the same date and are expected to be deliberated at shareholders’ meetings of the relevant entities during the third quarter of 2015, subject to the prior consent to the implementation of the corporate ownership simplification of the Brazilian federal telecommunications regulator (Agência Nacional de Telecomunicações), or ANATEL.

Following the completion of the corporate ownership simplification, the adoption of new by-laws of our company and the election of new members of the board of directors of our company, we will seek to list our common shares on theNovo Mercado segment of the Brazilian Securities, Commodities and Futures Exchange (BM&FBOVESPA – Bolsa de Valores, Mercadorias e Futuros), or BM&FBOVESPA. We have entered into an agreement with PT SGPS in which we have agreed that we will use our best efforts to cause the listing of our common shares (or securities backed by our common shares) on the regulated market of Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, or Euronext Lisbon, concurrently with the listing of our common shares on theNovo Mercado segment of the BM&FBOVESPA (or as promptly as practicable thereafter).

Share Splits

On August 15, 2012, we changed the ratio applicable to our Preferred ADS from three preferred shares per Preferred ADS to one preferred shares per Preferred ADS. All references to numbers of Preferred ADSs in this annual report have been adjusted to give effect to this change in ratio.

On November 18, 2014, ourOi’s shareholders acting in an extraordinary general shareholders meeting authorized (1) the reverse split of all of ourOi’s issued common shares into one common share for each 10 issued common shares, and (2) the reverse split of all of ourOi’s issued preferred shares into one preferred share for each 10 issued preferred shares. This reverse share split became effective on December 22, 2014. There was no change in the ratio of ourOi’s Common ADSs ofor Preferred ADSs in connection with this reverse share split; each Common ADS continuescontinued to represent one of ourOi’s common shares and each Preferred ADS continues to represent one of ourOi’s preferred shares. All references to numbers of shares of our company,Oi, dividend amounts of our companyOi and earnings per share of our companyOi in this annual report have been adjusted to give effect to the10-for-one reverse share split.

On February 1, 2016, we changed the ratio applicable to Oi’s Common ADSs from one common share per Common ADS to five common shares per Common ADS. All references to numbers of Common ADSs in this annual report have been adjusted to give effect to this change in ratio.

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Market Share and Other Information

We make statements in this annual report about our market share and other information relating to the telecommunications industry in Brazil and Portugal.Brazil. We have made these statements on the basis of information obtained from third-party sources and publicly available information that we believe are reliable, such as information and reports from ANATEL, and the Portuguese National Communications Authority (Autoridade Nacional de Comunicações), or ANACOM, among others. Notwithstanding any investigation that we may have conducted with respect to the market share, market size or similar data provided by third parties or derived from industry or general publications, we assume no responsibility for the accuracy or completeness of any such information.

Rounding

We have made rounding adjustments to reach some of the figures included in this annual report. As a result, numerical figures shown as totals in some tables may not be arithmetic aggregations of the figures that precede them.

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CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. Some of the matters discussed concerning our business operations and financial performance include forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended, or the Securities Act, or the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act.

Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although we believe that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to us.

Many important factors could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:

Our forward-looking statements are not guarantees of future performance, and our actual results or other developments may differ materially from the expectations expressed in the forward-looking statements. As for forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections. Because of these uncertainties, potential investors should not rely on these forward-looking statements.

We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

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PART I

Not applicable.

Not applicable.

Selected Financial Information

The following selected financial data should be read in conjunction with our consolidated financial statements (including the notes thereto), “Item 5. Operating and Financial Review and Prospects” and “Presentation of Financial and Other Information.”

The following selected financial data have been derived from our consolidated financial statements. The selected financial data as of December 31, 20142017 and 20132016 and for the years ended December 31, 2014, 20132017, 2016 and 20122015 have been derived from our audited consolidated financial statements included in this annual report. The selected financial data as of December 31, 2012, 20112015, 2014 and 20102013 and for the years ended December 31, 20112014 and 20102013 have been derived from our consolidated financial statements that are not included in this annual report.

OurThe 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 preparedreflected as a net adjustment to retained earnings as of January 1, 2015.

The errors detected and corrected in accordance with Brazilian GAAP, which differs in certain important respects from U.S. GAAP. Differences between Brazilian GAAP and U.S. GAAP where applicable to Oi are summarized in note 30our financial statements related to our auditedjudicial deposits, our 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. Operating and Financial Review and Prospects—Financial Presentation and Accounting Policies—Restatement” and note 2 to our consolidated financial statements included in this annual report.

In connection with the presentation of financial information as of December 31, 2015, 2014 and 2013 and for the years ended December 31, 2014 and 2013, Oi has restated the financial statements related to those dates and periods to correct the errors included in these previously issued financial statements.

We have included information with respect to the dividends and/or interest attributable to shareholders’ equity paid to holders of ourOi’s common shares and preferred shares since January 1, 20102013 inreaisand in U.S. dollars translated fromreaisat the commercial market selling rate in effect as of the payment date under the caption “Item 8. Financial Information—Dividends and Dividend Policy—Payment of Dividends.”

		As of and For the Year Ended December 31,
		2014(1)				2014				2013				2012				2011				2010
		(in millions of US$, except per share amounts)				(in millions ofreais, except per share amounts and as otherwise indicated)
Income Statement Data:
Brazilian GAAP:
Net operating revenue		US$	10,634			R$	28,247			R$	28,422			R$	25,161			R$	9,245			R$	10,263
Cost of sales and services			(5,734	)			(15,230	)			(15,259	)			(12,670	)			(4,587	)			(4,732	)
Gross profit			4,901				13,017				13,163				12,491				4,659				5,531
Operating expenses			(2,764	)			(7,343	)			(7,876	)			(7,731	)			(3,091	)			(3,072	)
Operating income (loss) before financial income (expenses) and taxes			2,136				5,674				5,287				4,760				1,567				2,459
Financial income			506				1,345				1,375				2,275				1,406				979
Financial expenses			(2,218	)			(5,891	)			(4,650	)			(4,491	)			(1,478	)			(1,060	)
Financial income (expenses), net			(1,711	)			(4,546	)			(3,275	)			(2,216	)			(72	)			(80	)
Income of continuing operations before taxes			425				1,128				2,012				2,544				1,495				2,379
Income tax and social contribution			(422	)			(1,120	)			(519	)			(760	)			(490	)			(408	)
Net income of continuing operations			3				8				1,493				1,785				1,006				1,971
Net loss of discontinued operations, net of taxes			(1,662	)			(4,415	)			—				—				—				—
Net income (loss)		US$	(1,659	)		R$	(4,406	)		R$	1,493			R$	1,785			R$	1,006			R$	1,971
Net income (loss) attributable to controlling shareholders		US$	(1,659	)		R$	(4,407	)		R$	1,493			R$	1,785			R$	1,006			R$	1,971
Net income (loss) attributable to non-controlling shareholders			—				1				—				—				—				—
Net income (loss) applicable to each class of shares:
Common shares			(1,659	)			(4,407	)			469				560				316				619
Preferred shares			—				—				1,024				1,225				690				1,352
Net income (loss) per share(2):
Common shares – basic			(3.00	)			(7.15	)			9.11				10.88				6.14				12.03
Common shares – diluted			(3.00	)			(7.15	)			9.11				10.88				6.14				12.03
Preferred shares and ADSs – basic			(3.00	)			(7.15	)			9.10				10.89				6.13				12.01
Preferred shares and ADSs – diluted			(3.00	)			(7.15	)			9.10				10.89				6.13				12.01
Net income (loss) per share from continuing operation:
Common shares – basic			—				0.01				9.11				10.88				6.14				12.03
Common shares – diluted			—				0.01				9.11				10.88				6.14				12.03
Preferred shares and ADSs – basic			—				0.01				9.10				10.89				6.13				12.01
Preferred shares and ADSs – diluted			—				0.01				9.10				10.89				6.13				12.01
Net income (loss) per share from descontinued operation:
Common shares – basic			(3.00	)			(7.16	)			—				—				—				—
Common shares – diluted			(3.00	)			(7.16	)			—				—				—				—
Preferred shares and ADSs – basic			(3.00	)			(7.16	)			—				—				—				—
Preferred shares and ADSs – diluted			(3.00	)			(7.16	)			—				—				—				—
Weighted average shares outstanding (in thousands):
Common shares – basic							202,312				51,476				51,476				51,476				51,476
Common shares – diluted							202,312				51,476				51,476				51,476				51,476
Preferred shares – basic							414,200				112,527				112,527				112,527				112,527
Preferred shares – diluted							414,200				112,527				112,527				112,527				112,527

		As of and For the Year Ended December 31,
		2014(1)				2014				2013				2012				2011				2010
		(in millions of US$, except per share amounts)				(in millions ofreais, except per share amounts and as otherwise indicated)
Balance Sheet Data:
U.S. GAAP:
Cash and cash equivalents		US$	922			R$	2,449			R$	2,425			R$	4,413			R$	11,025			R$	9,052
Short-term investments			64				171				493				2,426				2,299				2,148
Assets held for sale			12,897				34,255				—				—				—				—
Property, plant and equipment, net			9,880				26,244				25,725				24,640				23,165				23,257
Intangible assets			5,103				13,554				14,666				15,869				16,329				17,197
Total assets			41,873				111,215				78,727				78,647				81,382				76,365
Short-term loans, financing and debentures ( including current portion of long-term debt)			1,721				4,571				4,159				3,114				4,600				7,144
Liabilities of assets held for sale(2)			10,232				27,178				—				—				—				—
Long-term loans, financing and debentures			11,954				31,752				31,695				30,232				25,169				21,991
Total liabilities			31,647				84,062				58,713				58,218				56,162				55,387
Shareholders’ equity			10,223				27,153				20,013				20,428				25,219				20,978
Shareholders’ equity attributable to controlling shareholders			9,655				25,644				20,013				20,428				13,826				11,793
Shareholders’ equity attributable to non-controlling shareholders			568				1,509				—				—				11,393				9,185

Exchange Rates

The Brazilian foreign exchange system allows the purchase and sale of foreign currency and the international transfer ofreais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures.

Since 1999, the Brazilian Central Bank has allowed the U.S. dollar-real exchange rate to float freely, and, since then, the U.S. dollar-real exchange rate has fluctuated considerably.

In the past, the Brazilian Central Bank has intervened occasionally to control unstable movements in foreign exchange rates. We cannot predict whether the Brazilian Central Bank or the Brazilian government will continue to permit thereal to float freely or will intervene in the exchange rate market through the return of a currency band system or otherwise. Thereal may depreciate or appreciate against the U.S. dollar and/or the euro substantially. Furthermore, Brazilian law provides that, whenever there is a significant imbalance in Brazil’s balance of payments or there are serious reasons to foresee a significant imbalance, temporary restrictions may be imposed on remittances of foreign capital abroad. We cannot assure you that such measures will not be taken by the Brazilian government in the future. See “—Risk Factors—Risks Relating to Brazil—Restrictions on the movement of capital out of Brazil may impair our ability to service certain debt obligations.”

The following table shows the commercial selling rate or selling rate, as applicable, for U.S. dollars for the periods and dates indicated.The information in the “Average” column represents the average of the exchange rates on the last day of each month during the periods presented.

Source: Brazilian Central Bank

Source:

Brazilian Central Bank

Risk Factors

You should consider the following risks as well as the other information set forth in this annual report when evaluating an investment in our company. In general, investing in the securities of issuers in emerging market countries, such as Brazil, involves a higher degree of risk than investing in the securities of issuers in the United States. Additional risks and uncertainties not currently known to us, or those that we currently deem to be immaterial, may also materially and adversely affect our business, results of operations, financial condition and prospects. Any of the following risks could materially affect us. In such case, you may lose all or part of your original investment.

Risks Relating to Our Financial Restructuring

If we fail to comply with certain conditions subsequent set forth in the RJ Plan, the RJ Plan may terminate and we may be declared bankrupt under Brazilian law and liquidated.

On June 20, 2016, Oi, together with the other RJ Debtors, filed a joint voluntary petition for judicial reorganization pursuant to the Brazilian Bankruptcy Law with the RJ Court, pursuant to an urgent measure approved by our board of directors. On December 19 and 20, 2017, 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 the RJ Plan reflecting amendments to the judicial reorganization plan presented at the GCM as negotiated during the course of the GCM. On January 8, 2018, the RJ Court entered the Brazilian Confirmation Order, ratifying and confirming the RJ Plan, according to its terms, but modifying certain provisions of the RJ Plan. The Brazilian Confirmation Order was published in the Official Gazette of the State of Rio de Janeiro on February 5, 2018, the Brazilian Confirmation Date. For more information with respect to the RJ Proceedings, see “Item 4. Information on the Company—Our Recent History and Development—Our Judicial Reorganization Proceedings.”

The Brazilian Confirmation Order, according to its terms, is binding on all parties as long as its effects are not stayed. By operation of the RJ Plan and the Brazilian Confirmation Order (provided that no stay or appeal of the Brazilian Confirmation Order results in a change of the Brazilian Confirmation Date), the unsecured claims against the RJ Debtors have been novated and discharged under Brazilian law and holders of such claims are entitled only to receive the recoveries set forth in the RJ Plan in exchange for their claims in accordance with the terms and conditions of the RJ Plan. As of the date of this annual report, there is no pending stay of the Brazilian Confirmation Order, and there are several appeals of the Brazilian Confirmation Order pending (see “Item 4. Information on the Company—Our Recent History and Development—Our Judicial Reorganization Proceedings— Confirmation of Judicial Reorganization Plan by RJ Court”). We do not believe that the outcome of any of these pending appeals will result in a change of the Brazilian Confirmation Date. For more information with respect to the recoveries available with respect to claims against the RJ Debtors provided for in the RJ Plan, see “Item 5. Operating and Financial Review and Prospects—Liabilities Subject to Compromise.”

Under the terms of the RJ Plan, in the event that (1) the Qualified Recovery Settlement Procedure, including the issuance of new common shares as part of the recovery of Eligible Bondholders, does not occur on or prior to July 31, 2018, (2) or the Cash Capital Increase does not occur on or prior to February 28, 2019, the RJ Plan will automatically terminate and the rights and guarantees of the creditors appearing on the Second Creditors List will be restored under the original terms as if the RJ Plan had never been approved, unless creditors appearing on the Second Creditors List agree by a simple majority vote of the amount of claims present or represented at a meeting of creditors called for that purpose to the total or partial waiver or modification of the conditions described above. If the RJ Plan is terminated, creditors appearing on the Second Creditors List will be entitled to (1) approve a modification to the RJ Plan at a meeting of creditors complying with the quorum requirements established in the Brazilian Bankruptcy Law, or (2) seek to have the RJ Debtors adjudicated as bankrupt by the RJ Court.

We cannot assure you that the settlement of the Qualified Recovery will occur on or prior to July 31, 2018, that the Cash Capital Increase will occur on or prior to February 28, 2019, or that our creditors will agree to a waiver of these conditions in the event that these transactions do not occur on a timely basis. As a result, the RJ Plan may automatically terminate. In the event that the RJ Plan terminates, we cannot predict (1) whether our creditors will be able to agree on a modification to the RJ Plan that will garner sufficient support to be approved by our creditors and confirmed by the RJ Court, (2) what modifications of the RJ Plan could be adopted and the impact of these modifications on our company, or (3) whether our creditors would seek to have the RJ Debtors adjudicated as bankrupt by the RJ Court, which under Brazilian law is generally followed by a liquidation of the debtors. The termination of the RJ Plan and the occurrence of any of these events subsequent to such termination is likely to have a material adverse effect on our business, financial condition, results of operations and ability to continue as a going concern.

If the U.S. Bankruptcy Court does not grant an Order giving full force and effect to the RJ Plan and the Brazilian Confirmation Order, we may be unable to complete the Qualified Recovery Settlement Procedure and theNon-Qualified Recovery Settlement Procedure, which could result in the termination of the RJ Plan.

Among the claims appearing on the Second Creditors List are claims governed by the laws of New York and other jurisdictions within the United States, including obligations under six series of bonds in the aggregate principal amount of R$16,926 million. By operation of the RJ Plan and the Brazilian Confirmation Order (provided that no stay or appeal of the Brazilian Confirmation Order results in a change of the Brazilian Confirmation Date), the claims with respect to these bonds have been novated and discharged under Brazilian law and the holders of these bonds are entitled only to receive the recovery set forth in the RJ Plan in exchange for the claims represented by these bonds in accordance with the terms and conditions of the RJ Plan. However, under New York law, the RJ Plan and the Brazilian Confirmation Order are ineffective by their terms to novate these bonds and extinguish the obligations represented by these bonds.

In connection with the commencement of the RJ Proceedings, on June 21, 2016, the Chapter 15 Debtors, including the issuers and guarantors of our bonds that are governed under New York law, sought relief under Chapter 15 of the United States Bankruptcy Code. On July 22, 2016, the U.S. Bankruptcy Court granted the U.S. Recognition Order, as a result of which a stay was automatically applied, preventing (1) the filing, in the United States, of any actions against the Chapter 15 Debtors or their properties located within the territorial jurisdiction of the United States, and (2) parties from terminating their existing U.S. contracts with the Chapter 15 Debtors. For more information with respect to the Chapter 15 Proceedings, see “Item 4. Information on the Company—Our Recent History and Development—Recognition Proceedings in the United States.”

On April 17, 2018, the foreign representative for the Chapter 15 Debtors filed a motion with the U.S. Bankruptcy Court seeking an order of that court granting, among other things, full force and effect to the RJ Plan and the Brazilian Confirmation Order in the United States. The deadline for objections to the proposed order set by the U.S. Bankruptcy Court was May 11, 2018. As of that date, Pharol, Bratel B.V. and Bratel S.à r.l. filed an objection to that motion in which they argued that the motion should be denied without prejudice or deferred consideration until after certain appellate proceedings, arbitration and mediation have been concluded in Brazil. Additionally, The Bank of New York Mellon filed a limited objection requesting to revise certain portions of the proposed order, but did not object to the motion itself. The U.S. Bankruptcy Court has scheduled a hearing on the objections to the proposed order on May 29, 2018. If the U.S. Bankruptcy Court grants the requested order, the claims with respect to our bonds issued under indentures governed by New York law will be novated and discharged under New York law and the holders of these bonds will be entitled only to receive the recovery set forth in the RJ Plan in exchange for the claims represented by these bonds.

We are constrained from implementing the Qualified Recovery Settlement Procedure and theNon-Qualified Recovery Settlement Procedure prior to the date on which the U.S. Bankruptcy Court grants the requested order because, although we would be able to cancel the bonds surrendered by holders that had made valid recovery elections and are entitled to receive the Qualified Recovery and theNon-Qualified Recovery, we would be unable to cancel the remaining bonds issued under our indentures governed by New York law and holders of these bonds could take action in the United States to recover the full principal amount of these bonds. Should holders take such actions successfully, we are unlikely to be able to fund the payment of such judgments, which would have a material adverse effect on our business, financial condition, results of operations and ability to continue as a going concern.

If the U.S. Bankruptcy Court does not grant the requested order or if the order is granted, but there is not sufficient time for us to complete the Qualified Recovery Settlement Procedure prior to July 31, 2018, the RJ Plan may terminate. The termination of the RJ Plan and the occurrence of events subsequent to such termination is likely to have a material adverse effect on our business, financial condition, results of operations and ability to continue as a going concern.

If we fail to meet the conditions set forth in the RJ Plan for the issuance of new common shares as part of the Qualified Recovery, and these conditions are not waived, we may be unable to complete the Qualified Recovery Settlement Procedure, which could result in the termination of the RJ Plan.

The terms of the RJ Plan require that we satisfy certain conditions precedent prior to issuing new common shares as part of the Qualified Recovery Settlement Procedure, including the requirements that (1) the claims of ANATEL are novated and restructured under the RJ Plan, (2) ANATEL has not submitted new answers or appeals in court nor insisted on answers or appeals in court existing on the date of the approval of the RJ Plan in relation to the RJ Plan, including the novation and/or restructuring of its claims, and (3) ANATEL has granted all regulatory necessary authorizations for the implementation of the issuance of new common shares as part of the Qualified Recovery Settlement Procedure. The RJ Plan provides that if these conditions are not satisfied, they may be waived by a majority of the claims of Qualified Bondholders present at a meeting called for that purpose.

We cannot assure you that each of the conditions to the issuance of new common shares as part of the Qualified Recovery Settlement Procedure will be satisfied or waived with sufficient time for us to complete the Qualified Recovery Settlement Procedure prior to July 31, 2018, or at all. In the event that these conditions are not satisfied or waived in a timely manner and we are unable to complete the Qualified Recovery Settlement Procedure prior to July 31, 2018, the RJ Plan may terminate. The termination of the RJ Plan and the occurrence of events subsequent to such termination is likely to have a material adverse effect on our business, financial condition, results of operations and ability to continue as a going concern.

If the creditors of PTIF do not vote to approve the PTIF Composition Plan, we expect that PTIF will be liquidated, which could have a material adverse effect on our financial condition and liquidity.

Although the RJ Proceedings have been recognized in the United States, England and Wales and Portugal, the laws of The Netherlands do not provide for the recognition of the RJ Proceedings. PTIF is organized under the laws of The Netherlands. On April 19, 2017, a pending suspension of payments proceeding in respect of PTIF was converted into a Dutchbankruptcy proceeding. For more information with respect to PTIF’s Dutchbankruptcy proceeding, see “Item 4. Information on the Company—Our Recent History and Development—Our Judicial Reorganization Proceedings—Restructuring of Dutch Finance Subsidiaries.”

On April 10, 2018, PTIF deposited a draft of the PTIF Composition Plan with the Dutch Court. The PTIF Composition Plan provides for the restructuring of the claims against PTIF on substantially the same terms and conditions as the RJ Plan. On April 10, 2018, Oi launched an English law consent solicitation to the holders of the seven series of bonds issued by PTIF seeking their votes to approve extraordinary resolutions: (a) releasing of Oi’s guarantee of the relevant series of bonds, (b) authorizing and instructing the trustee of the PTIF bonds to submit a claim on behalf of all the outstanding PTIF bonds and vote in favor of the PTIF Composition Plan on behalf of the PTIF bondholders and (c) authorizing the trustee of the PTIF bonds to request the PTIF Bankruptcy Trustee vote in favor of the Oi Coop Composition Plan in respect of its vote in respect of the PTIF intercompany claim owed by Oi Coop to PTIF.

Under the documents governing the bonds issued by PTIF, these actions may be taken at a meeting of holders of each series of bonds at which at leasttwo-thirds of the principal amount of the applicable bonds are represented in person or by proxy. In the event that quorum is not obtained at any such initial meeting, these actions may be taken at an adjourned meeting of holders of the applicable series of bonds at which at leastone-third of the principal amount of the applicable bonds are represented in person or by proxy. In either case, the proposed extraordinary resolutions may be passed by the vote of not less than 75% of the principal amount of the applicable bonds represented in the meeting.

The voting deadline in relation to this consent solicitation was April 27, 2018 for one of these series of bonds and April 30, 2018 for the other six series of bonds. Bondholder meetings of each of these series of bonds were held on May 2, 2018, however, quorum was not achieved for any of these series of bonds. As a result, on May 3, 2018, Oi published notices to convene adjourned meetings of each of these series of bonds on May 17, 2018 and establishing a new voting deadline of May 14, 2018. Based on the votes received as of the second voting deadline, we believe that each of the extraordinary resolutions will be passed and that each of these series of bands will vote to approve the PTIF Composition Plan.

A meeting of the creditors of PTIF has been scheduled for June 1, 2018 in the Netherlands in respect of the PTIF Composition Plan at which the creditors of PTIF will consider the PTIF Composition Plan and vote whether to approve it. If the extraordinary resolutions have been passed by each series of the bonds, the trustee of the bonds will vote on behalf of the PTIF bonds at the creditors meeting. The PTIF Composition Plan will be approved if a majority in number and value of its creditors vote in its favor. We expect that the creditors of PTIF will approve the PTIF Composition Plan, however we cannot assure you that procedural matters will not be raised at this meeting of creditors that will result in the failure of the creditors to approve the PTIF Composition Plan.

If the PTIF Composition Plan is approved at the meeting of the creditors of PTIF, the Dutch Court will schedule a hearing on or prior to June 15, 2018 to rule on the homologation of the PTIF Composition Plan. Although we expect that the Dutch Court will homologate the PTIF Composition Plan at that hearing, we cannot assure you that procedural matters will not be raised at this hearing that will result in the failure of the Dutch Court to homologate the PTIF Composition Plan. If the PTIF Composition Plan is homologated, the PTIF Composition Plan will be given full force and effect and recognized in the European Union under the European Insolvency Regulation 2015/848, including in England and Wales.

In the event that the PTIF Composition Plan is not approved at the meeting of the creditors of PTIF or the Dutch Court fails to homologate the PTIF Composition Plan, we expect that the Dutch Court will order the liquidation of PTIF. In the event of the liquidation of PTIF, we expect that the PTIF Bankruptcy Trustee will seek to collect on PTIF’s assets, a substantial portion of which consists of intercompany loans made to Oi Coop that have been discharged under the RJ Plan, and distribute the proceeds to the creditors of PTIF.

In the event that the extraordinary resolutions are not passed by each series of PTIF bonds, the guarantee granted by Oi in respect of the PTIF bonds will remain in place. If the indebtedness of PTIF is not discharged under the PTIF Composition Plan, holders of bonds issued by PTIF that are eligible to participate in the Qualified Recovery Settlement Procedure and theNon-Qualified Recovery Settlement Procedure may not surrender these bonds and such holders, together with other holders of these bonds that are not eligible to participate in the Qualified Recovery Settlement Procedure or theNon-Qualified Recovery Settlement Procedure, may seek to enforce Oi’s guarantee, which would have a material adverse effect on our financial condition, results of operations and ability to continue as a going concern.

If the creditors of Oi Coop do not vote to approve the Oi Coop Composition Plan, we expect that Oi Coop will be liquidated, which could have a material adverse effect on our financial condition and liquidity.

Although the RJ Proceedings have been recognized in the United States, England and Wales and Portugal, the laws of The Netherlands do not provide for the recognition of the RJ Proceedings. Oi Coop is organized under the laws of The Netherlands. On April 19, 2017, a pending suspension of payments proceeding in respect of Oi Coop was converted into a Dutchbankruptcy proceeding. For more information with respect to Oi Coop’s Dutchbankruptcy proceeding, see “Item 4. Information on the Company—Our Recent History and Development—Our Judicial Reorganization Proceedings—Restructuring of Dutch Finance Subsidiaries.”

On April 10, 2018, Oi Coop deposited a draft of the Oi Coop Composition Plan with the Dutch Court. The Oi Coop Composition Plan provides for the restructuring of the claims against Oi Coop on substantially the same terms and conditions as the RJ Plan. On April 10, 2018, Oi Coop issued an information memorandum to the holders of the two series of bonds issued by Oi Coop in relation to the Oi Coop Composition Plan. The voting deadline in relation to the information memorandum was May 15, 2018. As of the voting deadline, the tabulation is in the process of being finalized.

A meeting of the creditors of Oi Coop has been scheduled for June 1, 2018 in the Netherlands at which the creditors of Oi Coop will consider the Oi Coop Composition Plan and vote whether to approve it. The votes submitted by holders of the Oi Coop bonds pursuant to the information memorandum shall be applied in this vote and it is expected the PTIF Bankruptcy Trustee will also vote in favor of the Oi Coop Composition Plan in relation to an intercompany loan made by PTIF to Oi Coop. The Oi Coop Composition Plan will be approved if a majority in number and value of its creditors vote in its favor. Based on the preliminary results of the voting solicitation and if the PTIF Bankruptcy Trustee votes in favor of the Oi Coop composition, we expect Oi Coop Composition Plan will be approved, however we cannot assure you that procedural matters will not be raised at this meeting of creditors that will result in the failure of the creditors to approve the Oi Coop Composition Plan. If the extraordinary resolutions of the PTIF bonds are not passed by all series of PTIF bonds, we cannot assure you as to how the PTIF Bankruptcy Trustee will vote the claim represented by an intercompany loan made by PTIF to Oi Coop, and if the PTIF Bankruptcy Trustee vote this claim against approval of the Oi Coop Composition Plan, we expect the Oi Coop Composition Plan will not be approved.

If the Oi Coop Composition Plan is approved at the meeting of the creditors of Oi Coop, the Dutch Court will schedule a hearing on or prior to June 15, 2018 to rule on the homologation of the Oi Coop Composition Plan. Although we expect that the Dutch Court will homologate the Oi Coop Composition Plan at that hearing, we cannot assure you that procedural matters will not be raised at this hearing that will result in the failure of the Dutch Court to homologate the Oi Coop Composition Plan.

In the event that the Oi Coop Composition Plan is not approved at the meeting of the creditors of Oi Coop or the Dutch Court fails to homologate the Oi Coop Composition Plan, we expect that the Dutch Court will order the liquidation of Oi Coop. In the event of the liquidation of Oi Coop, we expect that the Oi Coop Bankruptcy Trustee will seek to collect on Oi Coop’s assets, a substantial portion of which consists of intercompany loans made to Oi Mobile that have been discharged under the RJ Plan, and distribute the proceeds to the creditors of Oi Coop.

The bonds issued by Oi Coop are guaranteed by Oi. If the indebtedness of Oi Coop is not discharged under the Oi Coop Composition Plan and the U.S. Bankruptcy Court does not grant the order requesting that full force and effect be given to the RJ Plan and the Brazilian Confirmation Order in the United States, holders of bonds issued by Oi Coop that are eligible to participate in the Qualified Recovery Settlement Procedure and theNon-Qualified Recovery Settlement Procedure may not surrender these bonds and such holders, together with other holders of these bonds that are not eligible to participate in the Qualified Recovery Settlement Procedure or theNon-Qualified Recovery Settlement Procedure, may seek to enforce Oi’s guarantee, which would have a material adverse effect on our financial condition, results of operations and ability to continue as a going concern.

If the indebtedness of Oi Coop is not discharged under the Oi Coop Composition Plan and the U.S. Bankruptcy Court grants the order requesting that full force and effect be given to the RJ Plan and the Brazilian Confirmation Order in the United States, holders of bonds issued by Oi Coop that are eligible to participate in the Qualified Recovery Settlement Procedure and theNon-Qualified Recovery Settlement Procedure may not surrender these bonds and such holders, together with other holders of these bonds that are not eligible to participate in the Qualified Recovery Settlement Procedure or theNon-Qualified Recovery Settlement Procedure, may seek to enforce Oi’s guarantee in The Netherlands, notwithstanding any discharge of this guarantee under New York law as a result of an order of the U.S. Bankruptcy Court. We cannot assure you regarding the results of any such action, or the effect of demands on our management’s time in defending any such action on management’s ability to devote its attention to our business, either of which could result in a material adverse effect on our business and results of operations.

Following the implementation of the RJ Plan, our debt instruments will contain covenants that could restrict our financing and operating flexibility and have other adverse consequences.

As of December 31, 2017, we had loans and financings of R$49,130 million classified as liabilities subject to compromise. Following the implementation of the RJ Plan, the outstanding amount of our loans and financings will be substantially reduced, however we will be subject to certain financial covenants under the instruments that govern our indebtedness that limit our ability to incur additional debt. The level of our consolidated indebtedness and the requirements and limitations imposed by these debt instruments could adversely affect our financial condition or results of operations. In particular, the terms of some of these debt instruments restrict our ability, and the ability of our subsidiaries, to:

If we are unable to incur additional debt, we may be unable to invest in our business and make necessary or advisable capital expenditures, which could reduce future net operating revenue and adversely affect our profitability. In addition, the cash required to service our indebtedness reduces the amount available to us to make capital expenditures. If we are unable to generate operating cash flows, we may not be able to continue servicing our debt.

Under the RJ Plan, until the fifth anniversary of the Brazilian Confirmation Date, we are required to apply an amount equivalent to 100% of the net revenue from our sale of assets in excess of US$200 million to investments in our activities. Beginning on the sixth anniversary of the Brazilian Confirmation Date, we are required to allocate to the repayment of debt instruments representing recoveries under the RJ Plan on an annual basis an amount equivalent to 70% of the amount by which (1) our cash and cash equivalents and financial investments at the end of each fiscal year exceeds (2) the greater of (a) 25% of our operating expenses and capital expenses for that fiscal year, and (b) R$5,000 million, subject to adjustment in the event that we conclude any capital increases. The cash required to make these repayments will reduce the amount available to us to make capital expenditures.

If we are unable to meet our debt service obligations or comply with our debt covenants, we could be forced to renegotiate or refinance our indebtedness or seek additional equity capital. In this circumstance, we may be unable to obtain financing on satisfactory terms, or at all.

For more information regarding the debt instruments that we expect will obligate our company following the implementation of the RJ Pan, see “Item 5. Operating and Financial Review and Prospects—Liabilities Subject to Compromise.”

We may not be able to successfully implement the Cash Capital Increase, which could impair our ability to implement the capital expenditures contemplated by our business plan and could result in the termination of the RJ Plan.

Under the terms of the RJ Plan, we are required to implement the Cash Capital Increase on or prior to February 28, 2019. In the event that the Cash Capital Increase does not occur on or prior to February 28, 2019, the RJ Plan will automatically terminate and the rights and guarantees of the creditors appearing on the Second Creditors List will be restored under the original terms as if the RJ Plan had never been approved, unless creditors appearing on the Second Creditors List agree by a simple majority vote of the amount of claims present or represented at a meeting of creditors called for that purpose to the total or partial waiver or modification of the conditions described above.

As part of the RJ Plan, we negotiated the terms of the Commitment Agreement with members of the Ad Hoc Group, the IBC and certain other unaffiliated bondholders under which such bondholders agreed to backstop the Cash Capital Increase. The commitments of these parties are subject to our satisfaction of certain conditions, including, among others, our compliance with the terms of the RJ Plan, the distribution of our shares currently held by PTIF, the completion of the Qualified Recovery Settlement Procedures, the homologation of the Oi Coop Composition Plan and the PTIF Composition Plan, the issuance of the requested order by the U.S. Bankruptcy Court, and the adoption by ANATEL of a new General Plan of Universal Access Targets reducing the universal access targets applicable to our company. We cannot assure you that each of these conditions will be met or waived by the parties to the Commitment Agreement in a timely fashion so as to permit the conclusion of the Cash Capital Increase on or prior to February 28, 2019.

In the event that we are unable to implement the Cash Capital Increase, either directly or through the exercise of our rights under the Commitment Agreement, we may be unable to fund the capital expenditures included in our business plan, which are necessary for us to modernize our infrastructure in order to successfully compete in the Brazilian telecommunications sectors. Our failure to do so is likely to have a material adverse effect on our business, financial condition, results of operations and ability to continue as a going concern.

In addition, our failure to implement the Cash Capital Increase on or prior to February 28, 2019 could result in the termination of the RJ Plan, and the occurrence of events subsequent to such termination is likely to have a material adverse effect on our business, financial condition, results of operations and ability to continue as a going concern.

General Risks Relating to the Telecommunications Industry