Oi S.A. - under Judicial Reorganization and Subsidiaries

Financial Statements for the Quarters Ended September 30, 2019 and

Report on the Review of the Interim Financial Information

EO/GP/PC/WCJ/LCSM

5533i/19

Tel.: +55 21 2210-5166

Rua Buenos Aires, 48, 4°andar

Fax: + 55 21 2224-5285

Centro - Rio de Janeiro, RJ - Brasil

www.bdobrazil.com.br

20070-022

OI S.A. - UNDER JUDICIAL REORGANIZATIONINDEPENDENT AUDITOR'S

REVIEW REPORT ON THE INDIVIDUAL AND CONSOLIDATED INTERIM FINANCIAL INFORMATION

To the

Shareholders and Management of

Oi S.A. - Under Judicial Reorganization

Rio de Janeiro - RJ

Introduction

We have reviewed the individual and consolidated interim financial information of Oi S.A. - Under Judicial Reorganization(the Company), included in the Quarterly Information, for the quarter ended September 30, 2019, which comprise the statement of financial position as at September 30, 2019 and the respective statements of operations and comprehensive income (loss) for the three and nine-month periods then ended, and of changes in equity and cash flows for the nine-month period then ended, as well as the corresponding notes to the financial statements, including the notes.

The Company's Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with NBC TG 21 (R4) - Interim Financial Reporting and in accordance with International Accounting Standard (IAS) 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), and for the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the Quarterly Information. Our responsibility is to express a conclusion on this individual and consolidated interim financial information based on our review.

Scope of the review

We conducted our review in accordance with Brazilian and international standards for reviewing interim information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). An interim review consists principally of applying analytical and other review procedures, and making enquiries of and having discussions with persons responsible for financial and accounting matters. An interim review is substantially less in scope than an audit conducted in accordance with auditing standards. An interim review does not provide assurance that we would become aware of any or all significant matters that might be identified in an audit. Accordingly, we do not express such an audit opinion.

Conclusion on the individual and consolidated interim financial information

Based on our review, we are not aware of any fact that leads us to believe that the individual and consolidated interim financial information included in the Quarterly Information referred to above has not been prepared, in all material respects, in accordance with NBC TG 21 (R4) and IAS 34, applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM).

2

Emphasis

Going concern

We draw attention to Note 1 to the individual and consolidated interim financial information, on the section about going concern, which informs that the individual and consolidated interim financial information has been prepared assuming the continuity of the Company as a going concern, considering the success in the implementation of the Judicial Reorganization Plan ("PRJ") and compliance with the requirements set forth in Law No. 11.101/2005. These events or conditions indicate that there are significant uncertainties that may cast doubt on the Company's going concern. Our conclusion is not modified in respect of this matter.

Other matters

Statements of value added

The interim financial information referred to above includes the individual and consolidated statements of value added for the nine-month period ended September 30, 2019, prepared under the responsibility of the Company's Management and presented as supplementary information for the purposes of IAS 34. These statements were submitted to review procedures executed with the review of the quarterly information, with the purpose of concluding whether they are reconciled with the interim financial information and accounting records, as applicable, and if its form and contents meet the criteria defined in NBC TG 09 - Statement of Value Added. Based on our review, we are not aware of any fact that would lead us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria established in this Standard and consistently with the individual and consolidated interim financial information taken as whole.

The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.

Rio de Janeiro, December 2, 2019.

BDO RCS Auditores Independentes SS

CRC 2 SP 013846/F

Esmir de Oliveira

Accountant CRC 1 SP 109628/O-0 - S - RJ

3

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Contents

Company Data

Capital Breakdown

1

Individual Financial Statements

Balance Sheets, Assets

2

Balance Sheets, Liabilities and Equity

4

Statements of Profit or Loss

6

Statements of Comprehensive Income

7

Statements of Cash Flows

8

Statements of Changes in Equity

Statement of Changes in Equity - 1/1/2019 to 9/30/2019

10

Statement of Changes in Equity - 1/1/2018 to 9/30/2018

11

Statements of Value Added

12

Consolidated Financial Statements

Balance Sheets, Assets

13

Balance Sheets, Liabilities and Equity

15

Statements of Profit or Loss

17

Statements of Comprehensive Income

18

Statements of Cash Flows

19

Statements of Changes in Equity

Statement of Changes in Equity - 1/1/2019 to 9/30/2019

21

Statement of Changes in Equity - 1/1/2018 to 9/30/2018

22

Statements of Value Added

23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Company Data / Capital Breakdown

Number of Shares

Current Quarter

(thousand)

09/30/2019

Paid-in Capital

Common shares

5,796,478

Preferred shares

157,727

Total

5,954,205

In Treasury

Common shares

31

Preferred shares

1,812

Total

1,843

PAGE: 1 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Individual Balance Sheets as at September 30, 2019

Assets

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

Prior Year

09/30/2019

12/31/2018

1

Total assets

44,371,034

53,516,055

1.01

Current assets

9,696,977

17,109,300

1.01.01

Cash and cash equivalents

1,613,530

1,669,059

1.01.02

Cash investments

173,320

190,779

1.01.02.01

Cash investments measured at fair value through profit

173,320

190,779

or loss

1.01.02.01.01

Trading securities

173,320

190,779

1.01.03

Accounts receivable

1,337,172

1,193,687

1.01.03.01

Trade receivables

1,337,172

1,193,687

1.01.04

Inventories

53,030

57,599

1.01.06

Recoverable taxes

76,580

146,426

1.01.06.01

Current recoverable taxes

76,580

146,426

1.01.07

Prepaid expenses

178,487

191,087

1.01.08

Other current assets

6,264,858

13,660,663

1.01.08.03

Other

6,264,858

13,660,663

1.01.08.03.01

Due from related parties

379,088

7,565,968

1.01.08.03.02

Other taxes

498,037

232,961

1.01.08.03.03

Judicial deposits

1,213,184

1,348,700

1.01.08.03.04

Pension plan assets

544

4,366

1.01.08.03.05

Held-for-sale assets

3,682,912

3,721,549

1.01.08.03.06

Other assets

491,093

787,119

1.02

Non-current assets

34,674,057

36,406,755

1.02.01

Long-term receivables

10,185,342

8,082,659

1.02.01.01

Cash investments measured at fair value through profit

5,028

4,860

or loss

1.02.01.01.01

Securities designated at fair value

5,028

4,860

1.02.01.08

Prepaid expenses

113,022

113,507

1.02.01.09

Due from related parties

5,206,800

4,394,712

1.02.01.09.02

Due from subsidiaries

5,206,800

4,394,712

1.02.01.10

Other non-current assets

4,860,492

3,569,580

1.02.01.10.03

Other taxes

1,322,701

147,409

1.02.01.10.04

Judicial deposits

3,445,896

3,337,981

1.02.01.10.05

Pension plan assets

59,084

64,253

1.02.01.10.06

Other assets

32,811

19,937

1.02.02

Investments

16,213,229

16,931,222

1.02.02.01

Equity interests

16,213,229

16,931,222

1.02.02.01.02

Investments in subsidiaries

16,199,157

16,917,150

1.02.02.01.04

Other investments

14,072

14,072

1.02.03

Property, plant and equipment

7,100,096

6,322,834

1.02.03.01

Property, plant and equipment in service

6,282,292

5,862,699

1.02.03.02

Right of use in a lease

664,761

0

1.02.03.03

Property, plant and equipment in progress

153,043

460,135

1.02.04

Intangible assets

1,175,390

5,070,040

1.02.04.01

Intangible assets

1,175,390

5,070,040

1.02.04.01.02

Regulatory licenses

1,087,791

4,961,425

1.02.04.01.03

Software

61,079

15,685

PAGE: 2 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial ReorganizationVersion: 1

Individual Balance Sheets as at September 30, 2019

Assets

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

Prior Year

09/30/2019

12/31/2018

1.02.04.01.04

Intangible assets in progress

12,489

12,656

1.02.04.01.05

Other

14,031

80,274

PAGE: 3 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Individual Balance Sheets as at September 30, 2019

Liabilities and Equity

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

Prior Year

09/30/2019

12/31/2018

2

Total liabilities and shareholders' equity

44,371,034

53,516,055

2.01

Current liabilities

2,406,214

3,402,850

2.01.01

Payroll and related taxes

129,258

157,451

2.01.01.02

Mandatory benefits

129,258

157,451

2.01.02

Trade payables

989,896

1,301,537

2.01.02.01

Domestic suppliers

989,896

1,301,537

2.01.02.01.01

Trade payables

812,278

1,231,040

2.01.02.01.02

Trade payables subject to the JRP

177,618

70,497

2.01.03

Taxes payable

0

963

2.01.03.01

Federal taxes payable

0

963

2.01.03.01.01

Income tax and social contribution payable

0

963

2.01.04

Borrowings and financing

130,373

660,172

2.01.04.01

Borrowings and financing

130,373

660,172

2.01.04.01.01

In local currency

4,283

402

2.01.04.01.02

In foreign currency

126,090

659,770

2.01.05

Other payables

892,388

853,652

2.01.05.02

Other

892,388

853,652

2.01.05.02.01

Dividends and interest on capital payable

5,037

5,075

2.01.05.02.04

Other taxes

248,310

233,714

2.01.05.02.05

Licenses and concessions payable

0

22,925

2.01.05.02.06

Leases payable

110,306

0

2.01.05.02.07

Tax refinancing program

55,710

86,154

2.01.05.02.08

Other payables

473,025

505,784

2.01.06

Provisions

264,299

429,075

2.01.06.01

Tax, social security, labor, and civil provisions

264,299

429,075

2.01.06.01.01

Tax provisions

7,206

6,728

2.01.06.01.02

Social security and labor provisions

111,175

82,597

2.01.06.01.04

Civil provisions

145,918

339,750

2.02

Non-current liabilities

22,047,575

27,460,885

2.02.01

Borrowings and financing

10,343,013

9,297,642

2.02.01.01

Borrowings and financing

10,343,013

9,297,642

2.02.01.01.01

In local currency

3,566,695

3,184,085

2.02.01.01.02

In foreign currency

6,776,318

6,113,557

2.02.02

Other payables

9,517,862

15,481,729

2.02.02.01

Due to related parties

692,672

377,184

2.02.02.01.02

Payables to subsidiaries

692,672

377,184

2.02.02.02

Other

8,825,190

15,104,545

2.02.02.02.03

Trade payables subject to the JRP

957,296

942,845

2.02.02.02.04

Other taxes

229,063

222,995

2.02.02.02.05

Leases payable

548,335

0

2.02.02.02.06

Tax refinancing program

225,739

267,342

2.02.02.02.07

Provision for negative shareholders' equity

4,553,276

11,434,504

2.02.02.02.08

Other payables

2,311,481

2,236,859

2.02.04

Provisions

2,186,700

2,681,514

2.02.04.01

Tax, social security, labor, and civil provisions

2,186,700

2,681,514

2.02.04.01.01

Tax provisions

63,989

77,142

PAGE: 4 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial ReorganizationVersion: 1

Individual Balance Sheets as at September 30, 2019

Liabilities and Equity

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

Prior Year

09/30/2019

12/31/2018

2.02.04.01.02

Social security and labor provisions

520,225

375,915

2.02.04.01.03

Accrued employee benefits

621,423

579,122

2.02.04.01.04

Civil provisions

981,063

1,649,335

2.03

Equity

19,917,245

22,652,320

2.03.01

Realized capital

32,538,937

32,038,471

2.03.02

Capital reserves

12,873,890

8,729,745

2.03.02.02

Special merger goodwill reserve

1,750,494

1,750,494

2.03.02.05

Treasury shares

-33,315

-2,803,250

2.03.02.07

Donations and investment grants

123,558

123,558

2.03.02.08

Special merger reserve - Net assets

6,703,309

6,703,309

2.03.02.09

Interest on construction in progress

745,756

745,756

2.03.02.10

Law 8200/91 inflation adjustment

31,287

31,287

2.03.02.11

Restructured senior notes

0

3,719

2.03.02.12

Other capital reserves

3,552,801

2,174,872

2.03.05

Retained earnings/accumulated losses

-24,465,485

-17,530,108

2.03.06

Valuation adjustments to equity

-793,746

-377,429

2.03.08

Other comprehensive income

-236,351

-208,359

PAGE: 5 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial ReorganizationVersion: 1

Individual Statements of Profit or Loss for the Periods Ended September 30, 2019 and 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

YTD

Same Quarter Prior Year

Prior YTD

1/7/2019 to 9/30/2019

1/1/2019 to 9/30/2019

01/04/2018 to 9/30/2018

01/01/2018 to 9/30/2018

3.01

Net operating revenue

910,513

2,862,889

1,092,320

3,442,310

3.02

Cost of sales and/or services

-787,351

-2,360,142

-842,561

-2,442,075

3.03

Gross profit

123,162

502,747

249,759

1,000,235

3.04

Operating expenses/income

-5,084,374

-6,543,897

-2,040,205

-679,580

3.04.01

Selling expenses

-196,007

-622,837

-189,119

-608,240

3.04.02

General and administrative expenses

-206,862

-637,625

-214,047

-660,612

3.04.04

Other operating income

186,116

1,491,745

191,297

448,953

3.04.05

Other operating expenses

-3,026,882

-3,065,809

-50,831

24,209

3.04.06

Share of profit (loss) of investees

-1,840,739

-3,709,371

-1,777,505

116,110

3.05

Profit (loss) before financial income (expenses) and taxes

-4,961,212

-6,041,150

-1,790,446

320,655

3.06

Financial income (expenses)

-788,190

-697,178

304,167

27,413,914

3.06.01

Financial income

1,894,079

3,055,123

3,296,716

33,468,782

3.06.02

Financial expenses

-2,682,269

-3,752,301

-2,992,549

-6,054,868

3.07

Profit before taxes on income

-5,749,402

-6,738,328

-1,486,279

27,734,569

3.08

Income tax and social contribution

2,513

797

149,892

214,723

3.08.01

Current

2,513

797

-3,579

-23,594

3.08.02

Deferred

0

0

153,471

238,317

3.09

Profit (loss) for the period from continuing operations

-5,746,889

-6,737,531

-1,336,387

27,949,292

3.11

Profit/loss for the period

-5,746,889

-6,737,531

-1,336,387

27,949,292

3.99Earnings per share - (R$ per share)

3.99.01Basic earnings per share

3.99.01.01

Common shares (ON)

-0,97000

-1,13000

-0,58000

22,92000

3.99.01.02

Preferred shares (PN)

-0,97000

-1,13000

-0,58000

22,92000

3.99.02Diluted earnings per share

3.99.02.01

Common shares (ON)

-0,97000

-1,13000

-0,58000

22,92000

3.99.02.02

Preferred shares (PN)

-0,97000

-1,13000

-0,58000

22,92000

PAGE: 6 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Individual Statements of Comprehensive Income for the Periods Ended September 30, 2019 and 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

YTD

Same Quarter Prior Year

Prior YTD

1/7/2019 to 9/30/2019

1/1/2019 to 9/30/2019

01/04/2018 to 9/30/2018

01/01/2018 to 9/30/2018

4.01

Profit for the period

-5,746,889

-6,737,531

-1,336,387

27,949,292

4.02

Other comprehensive income

-39,499

-27,992

-12,252

-53,781

4.02.01

Actuarial loss

-11,320

-11,320

0

0

4.02.02

Subsidiaries' actuarial gains

4,329

4,329

-12,252

-53,781

4.02.03

Exchange losses on investment abroad

-32,508

-21,001

0

0

4.03

Comprehensive income for the period

-5,786,388

-6,765,523

-1,348,639

27,895,511

PAGE: 7 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Individual Statements of Cash Flows - Indirect Method for the Periods Ended September 30, 2019 and 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

YTD

Prior YTD

1/1/2019 to 9/30/2019

1/1/2018 to 9/30/2018

6.01

Net cash from operating activities

-1,260,613

-55,117

6.01.01

Cash generated by operations

1,007,980

1,074,631

6.01.01.01

Profit (loss) before income tax and social contribution

-6,738,328

27,734,569

6.01.01.02

Charges, interest income, inflation adjustment, and

1,476,942

-286,960

exchange differences

6.01.01.03

Fair value adjustment to borrowings and financing

-316,163

-23,863,893

6.01.01.04

Present value adjustment to other liabilities

87,980

-284,693

6.01.01.05

Gain on the restructuring of third-party borrowings

0

-3,269,445

6.01.01.06

Transaction with derivative financial instruments

-55,025

0

6.01.01.07

Depreciation and amortization

1,357,191

1,269,812

6.01.01.08

Estimated loss on doubtful debts

91,049

66,640

6.01.01.09

Impairment losses

3,341,842

0

6.01.01.10

Provisions/(reversals)

-380,440

-124,753

6.01.01.11

Provision for pension plans

158

155

6.01.01.12

Equity in investees

3,709,371

-116,110

6.01.01.13

Loss on disposal of capital assets

29,756

52,309

6.01.01.14

Concession Agreement Extension Fee - ANATEL

60,371

17,654

6.01.01.15

Employee and management profit sharing

25,934

14,469

6.01.01.16

Tax recovery

-1,483,270

0

6.01.01.17

Inflation adjustment to provisions/(reversals)

209,990

-49,584

6.01.01.18

Inflation adjustment to tax refinancing program

7,495

17,461

6.01.01.19

Other

-416,873

-103,000

6.01.02

Changes in assets and liabilities

-1,283,692

-1,114,603

6.01.02.01

Accounts receivable

-234,534

-371,550

6.01.02.02

Inventories

4,569

8,171

6.01.02.03

Taxes

-52,541

37,775

6.01.02.04

Held-for-trading cash investments

-98,039

-176,784

6.01.02.05

Redemption of held-for-trading cash investments

127,742

178,865

6.01.02.06

Trade payables

-682,186

-789,196

6.01.02.07

Payroll, related taxes and benefits

-54,127

-54,193

6.01.02.08

Licenses and concessions

-51,898

0

6.01.02.09

Provisions

-217,578

-101,928

6.01.02.10

Other assets and liabilities

-25,100

154,237

6.01.03

Other

-984,901

-15,145

6.01.03.01

Financial charges paid - debt

-924,688

-11,806

6.01.03.02

Income tax and social contribution paid - Company

-2,766

-3,339

6.01.03.03

Income tax and social contribution paid - third parties

-57,447

0

6.02

Net cash from investing activities

-2,635,491

-2,235,082

6.02.01

Purchases of tangibles and intangibles

-676,314

-575,007

6.02.02

Due from related parties and debentures - disbursements

0

-21,835

6.02.03

Due from related parties and debentures - receipts

162

107,620

6.02.04

(Increase) decrease in permanent investments

0

18

PAGE: 8 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Individual Statements of Cash Flows - Indirect Method for the Periods Ended September 30, 2019 and 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

YTD

Prior YTD

1/1/2019 to 9/30/2019

1/1/2018 to 9/30/2018

6.02.05

Judicial deposits

-246,317

-353,277

6.02.06

Redemption of judicial deposits

377,378

555,080

6.02.07

Capital increase in subsidiary

9,600

-1,947,681

6.02.08

Advance for future capital increase in subsidiary

-2,100,000

0

6.03

Net cash from financing activities

3,840,575

-118,444

6.03.02

Repayment of principal of borrowings, financing, and

-84

0

derivatives

6.03.03

Proceeds from derivative financial instrument transactions

66,926

0

6.03.04

Due to related parties and debentures - Repayments

0

-110

6.03.05

Capital increase

4,000,000

0

6.03.06

Commitment to investors premium

-58,489

0

6.03.07

Tax refinancing program

-79,542

-118,292

6.03.08

Payment of dividends and interest on capital

-38

-42

6.03.09

Leases

-85,626

0

6.03.10

Share buyback

-2,572

0

6.04

Exchange differences on cash and cash equivalents

0

9,296

6.05

Increase (decrease) in cash and cash equivalents

-55,529

-2,399,347

6.05.01

Cash and cash equivalents at the beginning of the period

1,669,059

3,875,141

6.05.02

Cash and cash equivalents at the end of the period

1,613,530

1,475,794

PAGE: 9 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial ReorganizationVersion: 1

Individual Statement of Changes in Equity for the Period January 31, 2019 to September 30, 2019

(In thousands of Brazilian reais - R$)

Code

Line Item

Paid-in capital

Capital reserves, stock

Profit reserves

Retained earnings or

Other comprehensive

Equity

options granted and

accumulated losses

income

treasury shares

5.01

Opening balances

32,038,471

8,729,745

0

-17,530,108

-585,788

22,652,320

5.03

Adjusted opening balances

32,038,471

8,729,745

0

-17,530,108

-585,788

22,652,320

5.04

Capital transactions with shareholders

500,466

4,144,145

0

-197,846

0

4,446,765

5.04.01

Capital Increases

500,466

3,837,009

0

0

0

4,337,475

5.04.04

Bought-back treasury shares

0

-2,572

0

0

0

-2,572

5.04.08

Pharol agreement

0

-2,462,799

0

0

0

-2,462,799

5.04.09

Pharol agreement

0

2,772,507

0

-197,846

0

2,574,661

5.05

Total comprehensive income

0

0

0

-6,737,531

-444,309

-7,181,840

5.05.01

Profit for the period

0

0

0

-6,737,531

0

-6,737,531

5.05.02

Other comprehensive income

0

0

0

0

-444,309

-444,309

5.05.02.06

Share issue costs

0

0

0

0

-416,317

-416,317

5.05.02.07

Other comprehensive income

0

0

0

0

-27,992

-27,992

5.07

Closing balances

32,538,937

12,873,890

0

-24,465,485

-1,030,097

19,917,245

PAGE: 10 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Individual Statement of Changes in Equity for the Period January 31, 2018 to September 30, 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

Paid-in capital

Capital reserves, stock

Profit reserves

Retained earnings or

Other comprehensive

Equity

options granted and

accumulated losses

income

treasury shares

5.01

Opening balances

21,438,374

7,711,282

0

-42,335,925

-619,711

-13,805,980

5.03

Adjusted opening balances

21,438,374

7,711,282

0

-42,335,925

-619,711

-13,805,980

5.04

Capital transactions with shareholders

10,600,097

-10,600,097

0

1,212

0

1,212

5.04.01

Capital Increases

10,600,097

-10,600,097

0

0

0

0

5.04.08

Merger of subsidiary

0

0

0

1,212

0

1,212

5.05

Total comprehensive income

0

0

0

27,949,292

-53,781

27,895,511

5.05.01

Profit for the period

0

0

0

27,949,292

0

27,949,292

5.05.02

Other comprehensive income

0

0

0

0

-53,781

-53,781

5.05.02.06

Other comprehensive income

0

0

0

0

-53,781

-53,781

5.06

Internal change in shareholder

0

11,613,980

0

282,135

0

11,896,115

5.06.04

Effects of initial adoption of IFRSs 9 and 15

0

0

0

282,135

0

282,135

5.06.05

Effects of the restructuring of senior notes pursuant to the

0

11,613,980

0

0

0

11,613,980

Judicial Reorganization Plan

5.06.06

Delivery of treasury shares

0

2,727,842

0

0

0

2,727,842

5.06.07

Delivery of treasury shares

0

-2,727,842

0

0

0

-2,727,842

5.07

Closing balances

32,038,471

8,725,165

0

-14,103,286

-673,492

25,986,858

PAGE: 11 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Individual Statements of Value Added

for the Periods Ended September 30, 2019 and 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

YTD

Prior YTD

1/1/2019 to 9/30/2019

1/1/2018 to 9/30/2018

7.01

Revenue

5,174,782

5,186,386

7.01.01

Sales of goods and services

3,776,999

4,584,466

7.01.02

Other income

1,488,832

668,560

7.01.04

Allowance for/reversal of doubtful accounts

-91,049

-66,640

7.02

Inputs purchased from third parties

-1,771,391

-1,848,876

7.02.01

Cost of sales and services

-71,371

-110,088

7.02.02

Supplies, power, outside services, and other

-1,632,421

-1,664,398

inputs

7.02.04

Other

-67,599

-74,390

7.03

Gross value added

3,403,391

3,337,510

7.04

Retentions

-4,558,289

-1,348,369

7.04.01

Depreciation, amortization and depletion

-1,357,191

-1,269,812

7.04.02

Other

-3,201,098

-78,557

7.04.02.01

Provisions (including inflation adjustment)

170,450

-48,564

7.04.02.02

Impairment losses

-3,341,842

0

7.04.02.03

Other expenses

-29,706

-29,993

7.05

Wealth created

-1,154,898

1,989,141

7.06

Value added received as transfer

-654,248

33,584,892

7.06.01

Share of profit (loss) of investees

-3,709,371

116,110

7.06.02

Financial income

3,055,123

33,468,782

7.07

Wealth for distribution

-1,809,146

35,574,033

7.08

Wealth distributed

-1,809,146

35,574,033

7.08.01

Personnel

271,806

275,992

7.08.01.01

Salaries and wages

194,497

196,595

7.08.01.02

Benefits

56,151

57,132

7.08.01.03

Severance pay fund (FGTS)

15,945

16,867

7.08.01.04

Other

5,213

5,398

7.08.02

Taxes and fees

714,174

649,445

7.08.02.01

Federal

-42,627

-333,952

7.08.02.02

State

744,773

966,378

7.08.02.03

Municipal

12,028

17,019

7.08.03

Lenders and lessors

3,942,405

6,699,304

7.08.03.01

Interest

3,618,166

6,275,032

7.08.03.02

Rentals

324,239

424,272

7.08.04

Shareholders

-6.737.531

27.949.292

7.08.04.03

Retained earnings/Accumulated losses for the

-6.737.531

27.949.292

period

PAGE: 12 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Consolidated Balance Sheets as at September 30, 2019

Assets

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

Prior Year

09/30/2019

12/31/2018

1

Total assets

72,866,528

65,437,797

1.01

Current assets

20,154,514

21,313,484

1.01.01

Cash and cash equivalents

2,978,526

4,385,329

1.01.02

Cash investments

178,598

201,975

1.01.02.01

Cash investments measured at fair value through profit

178,598

201,975

or loss

1.01.02.01.01

Held-for-trading securities

178,598

201,975

1.01.03

Accounts receivable

6,616,234

6,516,555

1.01.03.01

Trade receivables

6,616,234

6,516,555

1.01.04

Inventories

317,933

317,503

1.01.06

Recoverable taxes

493,385

621,246

1.01.06.01

Current recoverable taxes

493,385

621,246

1.01.07

Prepaid expenses

853,670

743,953

1.01.08

Other current assets

8,716,168

8,526,923

1.01.08.03

Other

8,716,168

8,526,923

1.01.08.03.02

Other taxes

1,476,577

803,252

1.01.08.03.03

Judicial deposits

1,520,873

1,715,934

1.01.08.03.04

Pension plan assets

766

4,880

1.01.08.03.05

Held-for-sale assets

4,870,208

4,923,187

1.01.08.03.06

Other taxes

847,744

1,079,670

1.02

Non-current assets

52,712,014

44,124,313

1.02.01

Long-term receivables

11,145,839

8,632,464

1.02.01.01

Cash investments measured at fair value through profit

34,767

36,987

or loss

1.02.01.01.01

Securities at fair value

34,767

36,987

1.02.01.07

Deferred taxes

0

23,050

1.02.01.07.01

Deferred income tax and social contribution

0

23,050

1.02.01.08

Prepaid expenses

584,251

522,550

1.02.01.10

Other non-current assets

10,526,821

8,049,877

1.02.01.10.03

Other taxes

3,062,830

715,976

1.02.01.10.04

Judicial deposits

6,956,066

7,018,786

1.02.01.10.05

Pension plan assets

63,384

64,253

1.02.01.10.06

Other taxes

444,541

250,862

1.02.02

Investments

118,184

117,840

1.02.02.01

Equity interests

118,184

117,840

1.02.02.01.01

Investments in associates

47,643

44,124

1.02.02.01.04

Interests in joint ventures

28,069

31,488

1.02.02.01.05

Other investments

42,472

42,228

1.02.03

Property, plant and equipment

38,506,466

28,425,563

1.02.03.01

Property, plant and equipment in service

28,041,047

25,073,950

1.02.03.02

Right of use in a lease

8,057,731

0

1.02.03.03

Property, plant and equipment in progress

2,407,688

3,351,613

1.02.04

Intangible assets

2,941,525

6,948,446

1.02.04.01

Intangible assets

2,941,525

6,948,446

1.02.04.01.02

Regulatory licenses

1,866,533

5,850,907

1.02.04.01.03

Software

927,913

865,233

PAGE: 13 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial ReorganizationVersion: 1

Consolidated Balance Sheets as at September 30, 2019

Assets

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

Prior Year

09/30/2019

12/31/2018

1.02.04.01.04

Intangible assets in progress

10,703

27,195

1.02.04.01.05

Other

136,376

205,111

PAGE: 14 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Consolidated Balance Sheets as at September 30, 2019

Liabilities and Equity

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

Prior Year

09/30/2019

12/31/2018

2

Total liabilities and shareholders' equity

72,866,528

65,437,797

2.01

Current liabilities

11,923,361

10,689,459

2.01.01

Payroll and related taxes

942,472

906,655

2.01.01.02

Mandatory benefits

942,472

906,655

2.01.02

Trade payables

5,900,431

5,225,862

2.01.02.01

Domestic suppliers

5,900,431

5,225,862

2.01.02.01.01

Trade payables

5,186,659

5,024,260

2.01.02.01.02

Trade payables subject to the JRP

713,772

201,602

2.01.03

Taxes payable

47,012

27,026

2.01.03.01

Federal taxes payable

47,012

27,026

2.01.03.01.01

Income tax and social contribution payable

47,012

27,026

2.01.04

Borrowings and financing

138,842

672,894

2.01.04.01

Borrowings and financing

138,842

672,894

2.01.04.01.01

In local currency

11,678

13,124

2.01.04.01.02

In foreign currency

127,164

659,770

2.01.05

Other payables

4,379,570

3,176,480

2.01.05.02

Other

4,379,570

3,176,480

2.01.05.02.01

Dividends and interest on capital payable

6,156

6,168

2.01.05.02.04

Other taxes

956,370

1,033,868

2.01.05.02.05

Licenses and concessions payable

39,071

85,619

2.01.05.02.06

Leases payable

1,505,995

0

2.01.05.02.07

Tax refinancing program

87,016

142,036

2.01.05.02.08

Liabilities associated to held-for-sale assets

525,606

526,870

2.01.05.02.09

Other payables

1,259,356

1,381,919

2.01.06

Provisions

515,034

680,542

2.01.06.01

Tax, social security, labor, and civil provisions

515,034

680,542

2.01.06.01.01

Tax provisions

26,275

14,925

2.01.06.01.02

Social security and labor provisions

214,224

174,694

2.01.06.01.04

Civil provisions

274,535

490,923

2.02

Non-current liabilities

40,862,172

31,852,527

2.02.01

Borrowings and financing

17,766,446

15,777,012

2.02.01.01

Borrowings and financing

17,766,446

15,777,012

2.02.01.01.01

In local currency

8,449,769

7,620,016

2.02.01.01.02

In foreign currency

9,316,677

8,156,996

2.02.02

Other payables

17,697,495

11,138,215

2.02.02.02

Other

17,697,495

11,138,215

2.02.02.02.03

Trade payables subject to the JRP

3,255,450

3,593,008

2.02.02.02.04

Other taxes

690,144

628,716

2.02.02.02.05

Leases payable

6,725,444

0

2.02.02.02.06

Tax refinancing program

353,573

411,170

2.02.02.02.07

Other payables

6,672,884

6,505,321

2.02.03

Deferred taxes

177,116

0

2.02.03.01

Deferred income tax and social contribution

177,116

0

2.02.04

Provisions

5,221,115

4,937,300

2.02.04.01

Tax, social security, labor, and civil provisions

5,221,115

4,937,300

2.02.04.01.01

Tax provisions

742,557

635,158

PAGE: 15 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

PAGE: 16 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial ReorganizationVersion: 1

Consolidated Balance Sheets as at September 30, 2019

Liabilities and Equity

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

Prior Year

09/30/2019

12/31/2018

2.02.04.01.02

Social security and labor provisions

1,779,554

1,282,487

2.02.04.01.03

Accrued employee benefits

621,423

579,122

2.02.04.01.04

Civil provisions

2,077,581

2,440,533

2.03

Consolidated equity

20,080,995

22,895,811

2.03.01

Realized capital

32,538,937

32,038,471

2.03.02

Capital reserves

12,873,890

8,729,745

2.03.02.02

Special merger goodwill reserve

1,750,494

1,750,494

2.03.02.05

Treasury shares

-33,315

-2,803,250

2.03.02.07

Donations and investment grants

123,558

123,558

2.03.02.08

Special merger reserve - Net assets

6,703,309

6,703,309

2.03.02.09

Interest on construction in progress

745,756

745,756

2.03.02.10

Law 8200/91 inflation adjustment

31,287

31,287

2.03.02.11

Restructured senior notes

0

3,719

2.03.02.12

Other capital reserves

3,552,801

2,174,872

2.03.05

Retained earnings/accumulated losses

-24,465,485

-17,530,108

2.03.06

Valuation adjustments to equity

-793,746

-377,429

2.03.08

Other comprehensive income

-236,351

-208,359

2.03.09

Non-controlling interests

163,750

243,491

PAGE: 17 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial ReorganizationVersion: 1

Consolidated Statements of Profit or Loss for the Periods Ended September 30, 2019 and 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

YTD

Same Quarter Prior Year

Prior YTD

1/7/2019 to 9/30/2019

1/1/2019 to 9/30/2019

01/04/2018 to 9/30/2018

01/01/2018 to 9/30/2018

3.01

Net operating revenue

5,001,232

15,222,613

5,481,370

16,694,936

3.02

Cost of sales and/or services

-3,829,421

-11,562,503

-4,078,693

-12,111,143

3.03

Gross profit

1,171,811

3,660,110

1,402,677

4,583,793

3.04

Operating expenses/income

-4,370,735

-6,232,366

-1,408,416

-4,158,425

3.04.01

Selling expenses

-931,331

-2,689,618

-908,811

-2,753,994

3.04.02

General and administrative expenses

-710,348

-2,090,203

-649,703

-2,025,032

3.04.04

Other operating income

1,116,808

3,257,537

537,604

1,477,638

3.04.05

Other operating expenses

-3,845,624

-4,708,553

-380,583

-843,195

3.04.06

Share of profit (loss) of investees

-240

-1,529

-6,923

-13,842

3.05

Profit (loss) before financial income (expenses) and taxes

-3,198,924

-2,572,256

-5,739

425,368

3.06

Financial income (expenses)

-2,375,971

-3,951,382

-1,455,378

27,524,961

3.06.01

Financial income

1,499,447

2,829,768

731,509

31,195,560

3.06.02

Financial expenses

-3,875,418

-6,781,150

-2,186,887

-3,670,599

3.07

Profit before taxes on income

-5,574,895

-6,523,638

-1,461,117

27,950,329

3.08

Income tax and social contribution

-208,610

-290,349

126,136

7,929

3.08.01

Current

-84,966

-90,183

1,768

60,869

3.08.02

Deferred

-123,644

-200,166

124,368

-52,940

3.09

Profit (loss) for the period from continuing operations

-5,783,505

-6,813,987

-1,334,981

27,958,258

3.11

Consolidated profit/loss for the period

-5,783,505

-6,813,987

-1,334,981

27,958,258

3.11.01

Attributable to the Company owner

-5,746,889

-6,737,531

-1,336,387

27,949,292

3.11.02

Attributable to non-controlling interests

-36,616

-76,456

1,406

8,966

3.99Earnings per share - (R$ per share)

3.99.01Basic earnings per share

3.99.01.01

Common shares (ON)

-0.97000

-1.13000

-0.58000

22.92000

3.99.01.02

Preferred shares (PN)

-1.97000

-1.13000

-0.58000

22.92000

3.99.02Diluted earnings per share

3.99.02.01

Common shares (ON)

-0.97000

-1.13000

-0.58000

22.92000

3.99.02.02

Preferred shares (PN)

-0.97000

-1.13000

-0.58000

22.92000

PAGE: 18 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Consolidated Statements of Comprehensive Income for the Periods Ended September 30, 2019 and 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

YTD

Same Quarter Prior Year

Prior YTD

1/7/2019 to 9/30/2019

1/1/2019 to 9/30/2019

01/04/2018 to 9/30/2018

01/01/2018 to 9/30/2018

4.01

Consolidated profit for the period

-5,783,505

-6,813,987

-1,334,981

27,958,258

4.02

Other comprehensive income

-57,864

-31,277

-16,937

-80,350

4.02.01

Actuarial gains (losses)

-6,991

-6,991

0

0

4.02.02

Exchange losses on investment abroad

-50,873

-24,286

-16,937

-80,350

4.03

Consolidated comprehensive income for the period

-5,841,369

-6,845,264

-1,351,918

27,877,908

4.03.01

Attributable to the Company owner

-5,786,388

-6,765,523

-1,348,639

27,895,511

4.03.02

Attributable to non-controlling interests

-54,981

-79,741

-3,279

-17,603

PAGE: 19 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Consolidated Statements of Cash Flows - Indirect Method for the Periods Ended September 30, 2019 and 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

YTD

Prior YTD

1/1/2019 to 9/30/2019

1/1/2018 to 9/30/2018

6.01

Net cash from operating activities

949,000

2,251,935

6.01.01

Cash generated by operations

4,440,516

4,711,163

6.01.01.01

Profit (loss) before income tax and social contribution

-6,523,638

27,950,329

6.01.01.02

Charges, interest income, inflation adjustment, and

2,780,235

-2,189,808

exchange differences

6.01.01.03

Fair value adjustment to borrowings and financing

82,357

-14,488,842

6.01.01.04

Present value adjustment to other liabilities

816,000

-796,057

6.01.01.05

Gain on the restructuring of third-party borrowings

0

-11,054,126

6.01.01.06

Transaction with derivative financial instruments

-55,025

0

6.01.01.07

Depreciation and amortization

5,171,189

4,324,720

6.01.01.08

Estimated loss on doubtful debts

427,122

565,572

6.01.01.09

Impairment losses

3,341,842

0

6.01.01.10

Provisions/(reversals)

186,128

11,339

6.01.01.11

Provision for pension plans

193

195

6.01.01.12

Equity in investees

1,529

13,842

6.01.01.13

Loss on disposal of capital assets

106,887

173,529

6.01.01.14

Concession Agreement Extension Fee - ANATEL

263,927

52,721

6.01.01.15

Employee and management profit sharing

132,855

109,180

6.01.01.16

Tax recovery

-3,066,919

0

6.01.01.17

Inflation adjustment to provisions/(reversals)

721,527

166,443

6.01.01.18

Inflation adjustment to tax refinancing program

12,986

22,626

6.01.01.19

Other

41,321

-150,500

6.01.02

Changes in assets and liabilities

-2,372,341

-1,834,006

6.01.02.01

Accounts receivable

-526,852

-846,140

6.01.02.02

Inventories

58

9,036

6.01.02.03

Taxes

-146,125

-40,127

6.01.02.04

Held-for-trading cash investments

-224,668

-746,127

6.01.02.05

Redemption of held-for-trading cash investments

265,563

801,236

6.01.02.06

Trade payables

-680,044

-1,063,820

6.01.02.07

Payroll, related taxes and benefits

-96,324

-184,718

6.01.02.08

Licenses and concessions

-127,313

0

6.01.02.09

Provisions

-378,841

-295,233

6.01.02.10

Changes in assets and liabilities held for sale

-146,791

-248,561

6.01.02.11

Other assets and liabilities

-311,004

780,448

6.01.03

Other

-1,119,175

-625,222

6.01.03.01

Financial charges paid - debt

-926,037

-13,840

6.01.03.02

Financial charges paid - other

-351

-288

6.01.03.03

Income tax and social contribution paid - Company

-33,323

-484,021

6.01.03.04

Income tax and social contribution paid - third parties

-159,464

-127,073

6.02

Net cash from investing activities

-5,034,474

-3,703,022

6.02.01

Purchases of tangibles and intangibles

-5,245,591

-3,884,462

6.02.02

(Increase) decrease in permanent investments

70,048

15,122

PAGE: 20 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Consolidated Statements of Cash Flows - Indirect Method for the Periods Ended September 30, 2019 and 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

YTD

Prior YTD

1/1/2019 to 9/30/2019

1/1/2018 to 9/30/2018

6.02.03

Judicial deposits

-395,351

-669,840

6.02.04

Redemption of judicial deposits

536,420

836,158

6.03

Net cash from financing activities

2,678,671

-362,288

6.03.01

Repayment of principal of borrowings, financing, and

-9,435

-161,884

derivatives

6.03.02

Proceeds from derivative financial instrument transactions

66,926

0

6.03.03

Capital increase

4,000,000

0

6.03.04

Commitment to investors premium

-58,489

0

6.03.05

Licenses and concessions

0

-161

6.03.06

Tax refinancing program

-125,603

-200,206

6.03.07

Payment of dividends and interest on capital

-12

-37

6.03.08

Leases

-1,192,144

0

6.03.09

Share buyback

-2,572

0

6.04

Exchange differences on cash and cash equivalents

0

19,812

6.05

Increase (decrease) in cash and cash equivalents

-1,406,803

-1,793,563

6.05.01

Cash and cash equivalents at the beginning of the period

4,385,329

6,862,684

6.05.02

Cash and cash equivalents at the end of the period

2,978,526

5,069,121

PAGE: 21 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Consolidated Statement of Changes in Equity for the Period January 31, 2019 to September 30, 2019

(In thousands of Brazilian reais - R$)

Code

Line Item

Paid-in capital Capital reserves, stock

Profit

Retained earnings or

Other

Equity

Non-controlling

Consolidated

options granted and

reserves

accumulated losses

comprehensive

interests

equity

treasury shares

income

5.01

Opening balances

32,038,471

8,729,745

0

-17,530,108

-585,788

22,652,320

243,491

22,895,811

5.03

Adjusted opening balances

32,038,471

8,729,745

0

-17,530,108

-585,788

22,652,320

243,491

22,895,811

5.04

Capital transactions with shareholders

500,466

4,144,145

0

-197,846

0

4,446,765

0

4,446,765

5.04.01

Capital Increases

500,466

3,837,009

0

0

0

4,337,475

0

4,337,475

5.04.04

Bought-back treasury shares

0

-2,572

0

0

0

-2,572

0

-2,572

5.04.08

Pharol agreement

0

-2,462,799

0

0

0

-2,462,799

0

-2,462,799

5.04.09

Pharol agreement

0

2,772,507

0

-197,846

0

2,574,661

0

2,574,661

5.05

Total comprehensive income

0

0

0

-6,737,531

-444,309

-7,181,840

-79,741

-7,261,581

5.05.01

Profit for the period

0

0

0

-6,737,531

0

-6,737,531

-76,456

-6,813,987

5.05.02

Other comprehensive income

0

0

0

0

-444,309

-444,309

-3,285

-447,594

5.05.02.06

Share issue costs

0

0

0

0

-416,317

-416,317

0

-416,317

5.05.02.07

Other comprehensive income

0

0

0

0

-27,992

-27,992

-3,285

-31,277

5.07

Closing balances

32,538,937

12,873,890

0

-24,465,485

-1,030,097

19,917,245

163,750

20,080,995

PAGE: 22 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Consolidated Statement of Changes in Equity for the Period January 31, 2018 to September 30, 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

Paid-in capital Capital reserves, stock

Profit

Retained earnings or

Other

Equity

Non-controlling

Consolidated

options granted and

reserves

accumulated losses

comprehensive

interests

equity

treasury shares

income

5.01

Opening balances

21,438,374

7,711,282

0

-42,335,925

-619,711

-13,805,980

293,457

-13,512,523

5.03

Adjusted opening balances

21,438,374

7,711,282

0

-42,335,925

-619,711

-13,805,980

293,457

-13,512,523

5.04

Capital transactions with shareholders

10,600,097

-10,600,097

0

1,212

0

1,212

0

1,212

5.04.01

Capital Increases

10,600,097

-10,600,097

0

0

0

0

0

0

5.04.08

Merger of subsidiary

0

0

0

1,212

0

1,212

0

1,212

5.05

Total comprehensive income

0

0

0

27,949,292

-53,781

27,895,511

-17,603

27,877,908

5.05.01

Profit for the period

0

0

0

27,949,292

0

27,949,292

8,966

27,958,258

5.05.02

Other comprehensive income

0

0

0

0

-53,781

-53,781

-26,569

-80,350

5.05.02.06

Other comprehensive income

0

0

0

0

-53,781

-53,781

-26,569

-80,350

5.06

Internal change in shareholder

0

11,613,980

0

282,135

0

11,896,115

0

11,896,115

5.06.04

Effects of initial adoption of IFRSs 9 and 15

0

0

0

282,135

0

282,135

0

282,135

5.06.05

Effects of the restructuring of senior notes pursuant to

0

11,613,980

0

0

0

11,613,980

0

11,613,980

the Judicial Reorganization Plan

5.06.06

Delivery of treasury shares

0

2,727,842

0

0

0

2,727,842

0

2,727,842

5.06.07

Delivery of treasury shares

0

-2,727,842

0

0

0

-2,727,842

0

-2,727,842

5.07

Closing balances

32,038,471

8,725,165

0

-14,103,286

-673,492

25,986,858

275,854

26,262,712

PAGE: 23 of 23

Interim Financial Information (ITR) - September 30, 2019 - OI S.A. - in Judicial Reorganization

Version: 1

Consolidated Statements of Value Added

for the Periods Ended September 30, 2019 and 2018

(In thousands of Brazilian reais - R$)

Code

Line Item

YTD

Prior YTD

1/1/2019 to 9/30/2019

1/1/2018 to 9/30/2018

7.01

Revenue

22,328,181

22,941,065

7.01.01

Sales of goods and services

19,512,473

21,868,950

7.01.02

Other income

3,242,830

1,637,687

7.01.04

Allowance for/reversal of doubtful accounts

-427,122

-565,572

7.02

Inputs purchased from third parties

-7,886,333

-7,855,408

7.02.01

Cost of sales and services

-501,280

-635,837

7.02.02

Supplies, power, outside services, and other inputs

-6,700,063

-6,531,461

7.02.04

Other

-684,990

-688,110

7.03

Gross value added

14,441,848

15,085,657

7.04

Retentions

-9,822,764

-4,806,658

7.04.01

Depreciation, amortization and depletion

-5,171,189

-4,324,720

7.04.02

Other

-4,651,575

-481,938

7.04.02.01

Provisions (including inflation adjustment)

-907,655

-333,869

7.04.02.02

Impairment losses

-3,341,842

0

7.04.02.03

Other expenses

-402,078

-148,069

7.05

Wealth created

4,619,084

10,278,999

7.06

Value added received as transfer

2,828,239

31,181,718

7.06.01

Share of profit (loss) of investees

-1,529

-13,842

7.06.02

Financial income

2,829,768

31,195,560

7.07

Wealth for distribution

7,447,323

41,460,717

7.08

Wealth distributed

7,447,323

41,460,717

7.08.01

Personnel

1,632,073

1,665,821

7.08.01.01

Salaries and wages

1,163,349

1,205,179

7.08.01.02

Benefits

328,734

320,562

7.08.01.03

Severance pay fund (FGTS)

98,117

103,377

7.08.01.04

Other

41,873

36,703

7.08.02

Taxes and fees

4,458,982

4,899,716

7.08.02.01

Federal

786,107

505,707

7.08.02.02

State

3,443,314

4,164,032

7.08.02.03

Municipal

229,561

229,977

7.08.03

Lenders and lessors

8,170,255

6,936,922

7.08.03.01

Interest

6,156,643

3,747,054

7.08.03.02

Rentals

2,013,612

3,189,868

7.08.04

Shareholders

-6,813,987

27,958,258

7.08.04.03

Retained earnings/Accumulated losses for the period

-6,737,531

27,949,292

7.08.04.04

Non-controlling interests in retained earnings

-76.456

8,966

PAGE: 24 of 23

Oi S.A. - under Judicial Reorganization and Subsidiaries

Financial Statements for the Quarters Ended September 30, 2019 and

Report on the Review of the Interim Financial Information

ADDITIONAL DISCLOSURES RELATING TO THE STATEMENT OF CASH FLOWS

Non-cash transactions

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Variance between economic and financial investment (acquisition

of PP&E and intangible assets)

273,608

319,683

718,379

257,678

Offset of judicial deposits against provisions and other obligations

102,485

128,872

272,663

762,133

Capital increase

337,475

337,475

Capital increase in subsidiaries

7,437,061

Settlement of payables for own shares (Notes 1 and 25 (b))

46,680

46,680

Reconciliation of liabilities resulting from financing activities

The changes in financial charges and the settlement of the debt resulting from financing activities are presented in Note 19.

2

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

1. GENERAL INFORMATION

Oi S.A. - in Judicial Reorganization ("Company" or "Oi"), is a Switched Fixed-line Telephony Services ("STFC") concessionaire, operating since July 1998 in Region II of the General Concession Plan ("PGO"), which covers the Brazilian states of Acre, Rondônia, Mato Grosso, Mato Grosso do Sul, Tocantins, Goiás, Paraná, Santa Catarina and Rio Grande do Sul, and the Federal District, in the provision of STFC as a local and intraregional long-distance carrier. Since January 2004, the Company also provides domestic and international long-distance services in all Regions and local services outside Region II started to be provided in January 2005. These services are provided under concessions granted by Agência Nacional de Telecomunicações - ANATEL (National Telecommunications Agency), the regulator of the Brazilian telecommunications industry ("ANATEL" or "Agency").

The Company also holds: (i) through its wholly-owned subsidiary Telemar Norte Leste S.A. - in Judicial Reorganization ("Telemar") a concession to provide fixed telephone services in Region I and nationwide International Long-distance services; and (ii) through its indirect subsidiary Oi Móvel S.A. - in Judicial Reorganization ("Oi Móvel") a license to provide mobile telephony services in Region I, II and III.

In Africa, the Company provides fixed and mobile telecommunications services through subsidiaries and investees of Africatel Holdings B.V. ("Africatel"), and in Asia the Company provides fixed, mobile, and other telecommunications services basically related through its subsidiary Timor Telecom (Note 29).

The local and nationwide STFC long-distance concession agreements entered into by the Company and its subsidiary Telemar with ANATEL are effective until December 31, 2025. These concession agreements provide for reviews on a five-year basis and in general have a higher degree of intervention in the management of the business than the licenses to provide private services, and also include several consumer protection provisions, as perceived by the regulator. At the end of 2018, ANATEL published Public Hearing No. 51/2018 to address the revision of the Concession Agreements for the concession's last five-year period (2021-2025). The contribution period to the Public Hearing ended on March 26, 2019, and the draft in being analyzed by ANATEL. It is worth noting that the recently enacted Law 13879/2019 creates the legal possibility to migrate from the public utility regime to the STFC provision under private law (still subject to regulation by ANATEL), as well as the possibility to renew the Concession for another 20 years.

With the approval of the Judicial Reorganization Plan ("PRJ" or "Plan"), ANATEL initiated some procedures aiming at monitoring the Company's financial situation, as well as to assess its Company's ability to discharge its obligations arising from the terms of the concession agreements. In March 2019, ANATEL decided, among other issues, to maintain the special monitoring of the provision of telecommunications services of the Oi Group companies in 2019 by imposing actions related to transparency, corporate governance, and corporate control, financial and operating performance, and asset and credit management, as informed in the Notice to the Market disclosed by the Company on May 8, 2019.

3

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

On December 21, 2018, the Government enacted Decree 9619/2018, which repeals Decree 7512/2011 and approves a New PGMU, effective for 2016-2020. The highlight of the New PGMU is the fact that the New PGMU introduces a significant reduction in the plant of payphones ("TUP") currently in use. As a replacement for the payphones no longer required, the concessionaires have a new obligation consisting of the implementation of wireless fixed access systems supporting broadband connections.

The Company is registered with the Brazilian Securities and Exchange Commission ("CVM") and the U.S. Securities and Exchange Commission ("SEC"). Its shares are traded on B3 S.A. - Brasil, Stock Exchange, OTC ("B3") and its American Depositary Receipts ("ADRs") representing Oi common shares and preferred shares are traded on the New York Stock Exchange ("NYSE").

Corporate Authorization

The Executive Committee authorized the completion of this quarterly information at the meeting held on November 29, 2019, after being reviewed at the Board of Directors' meeting held on the same daily.

Judicial Reorganization

The information on the Plan should be read together with the financial statements for the year ended December 31, 2018.

On June 20, 2016, the Oi Companies filed a judicial reorganization petition with the Court of the State of Rio de Janeiro ("Judicial Reorganization Proceeding").

On December 19, 2017, after confirming that the required quorum of classes I, II, III, and IV creditors was in attendance, the General Creditors' Meeting was held and the JRP was approved by a vast majority of creditors on December 20, 2017.

On January 8, 2018, the competent court issued a decision that ratified the JRP and granted the judicial reorganization to the Oi Companies, which was published on February 5, 2018.

On July 31, 2018, the restructuring of the Oi Companies' financial debt was completed with the implementation of the applicable terms and conditions provided for in the JRP, including the completion of the first capital increase provided for in the JRP, Capital Increase - Claim Capitalization.

On January 25, 2019 the Company completed the second capital increase provided for in the JRP ("Capital Increase - New Funds"), with the issue of 3,225,806,451 book-entry, registered common shares, without par value, including new common shares represented by ADSs, pursuant to the JRP and the subscription and commitment agreement entered into by the Company, its subsidiaries, and the Backstop Investors.

4

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

The law prescribes that it is the Judicial Reorganization Court that decides the termination of the judicial reorganization based on the analysis of the discharging of all obligations set forth in the plan, the dead line of which is two years after the decision granting the judicial reorganization.

The Company believes, in line with other court precedents, that the Judicial Reorganization Court's prerogative to decide on whether or not to terminate the Judicial reorganization court could and should take into consideration the specific circumstances of the concrete case, in light of the complexities inherent to Oi's judicial reorganization process and its ratified JRP. Accordingly, the Company is discussing internally, as well as with its advisors, the best way to file with the court, based on its concrete case, the inputs that might assist the court n making an informed decision.

Capital Increase - New Funds

Exercise of Subscription Warrants and American Depositary Warrants ("ADWs")

On October 28, 2018, the Company commenced the issuance and delivery of all warrants and ADWs exercised by their holders. The process was completed on January 4, 2019. All Warrants that were not exercised on or prior to January 2, 2019 have been cancelled.

Preferential offer and completion of the Capital Increase - New Funds, pursuant to the commitment agreement terms

As contemplated by Section 6 of the JRP, on November 13, 2018 the Company commenced a preemptive offering of common shares that was registered with the SEC under the Securities Act under which holders of common shares and preferred shares, including the ADS Depositary and The Bank of New York Mellon, as depositary of the Preferred ADS program, received transferable rights for each common share or preferred share held as of November 19, 2018, which refers to as subscription rights.

The subscription rights expired on January 4, 2019. On January 16, 2019, the Company issued 1,530,457,356 common shares to holders of subscription rights that had exercised those subscription rights with respect to the initial common shares. On January 21, 2019, the Company issued 91,080,933 common shares to holders of subscription rights that had requested subscriptions for excess common shares. The proceeds of these subscriptions totaled R$2,011 million.

On January 25, 2019, the Company issued 1,604,268,162 common shares, representing the total number of common shares that were offered in the preemptive offering less the total number of initial common shares and excess common shares, to the Backstop Investors in a private placement under the terms of the commitment agreement for the aggregate amount of R$1,989 million ("Share Balance"). Because of the subscription and payment of the Share Balance, the Company completed, on this date, the Capital Increase - New Funds, through the subscription and payment of all 3,225,806,451 New Common Shares issued as part of the Capital Increase - New Funds, representing a contribution of new funds for the Company totaling R$4.0 billion. In addition, under the terms of the commitment agreement, on that date the Company issued, as compensation for their commitments under the commitment agreement, 272,148,705 common shares in a private placement to the Backstop Investors and paid US$13 million to the Backstop Investors. As a result of the

5

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

outcome of the subscription and payment of the Capital Increase - New Funds and the Commitment Shares, the Company's share capital increased to R$32,538,937,370.00, represented by 5,954,205,001 shares, divided into 5,796,477,760 registered common shares and 157,727,241 registered preferred shares, without par value.

Litigation discontinuation settlement between the Company and Pharol

On February 8, 2019, in order to discontinue any disputes that might harm the implementation of the JRP, the Company disclosed a Material Fact Notice informing that its Board of Directors approved, in accordance with CVM Instruction 567/2015, the acquisition of 1,800,000 preferred shares issued by the Company to ensure the compliance of the commitment assumed by the Company to transfer its treasury shares to Bratel, wholly-owned subsidiary of Pharol SGPS, S.A., in the context of the settlement entered into, subject matter of the Material Fact Notice of January 8, 2019 ("Settlement"), in transactions conducted in B3's OTC to deliver the treasury shares to Bratel, which would be made within four business days from the confirmation of the settlement by the Judicial Reorganization Court.

On February 18, 2019, the Court issued a decision suspending conflict of jurisdiction injunction No. 157.099 during the period requested by the parties.

On April 3, 2019, the Company disclosed a notice to the market to inform on the confirmation of the settlement, referred to above, because the fifteen-day term for the publication of the related court decision has run out. Accordingly, as determined in the Settlement, the term for the compliance with the second part of the obligations established by both parties to the Settlement started on this same date, including: (a) the request to discontinue all the litigation involving the parties; and (b) the delivery to Bratel of 33.8 million Oi shares currently held in treasury, including 32 million common shares and 1.8 million preferred shares.

In addition, several obligations and rights of the parties described in the Material Fact Notice disclosed by Oi and the Notice disclosed by Pharol, both of January 9, 2019, are being fully met, which, pursuant to the Settlement, could be resolved if such Settlement were not approved by the Judicial Reorganization Court.

Default Payment Method provided for by Clause 4.3.6 of the Plan - Bondholders

On May 20, 2019, in strict compliance with the decision issued under Chapter 15 that determined that the cancelation of the notes regulated by New York Law should take place on June 14, 2019, the Company announced that it started the procedure so that the holders of the notes (a) Portugal Telecom International Finance B.V.'s €500,000,000 in 4.375% notes maturing in 2017 (ISIN No.: XS0215828913); (b) Portugal Telecom International Finance B.V.'s €750,000,000 in 5.875% notes maturing in 2018 (ISIN No.: XS0843939918); (c) Portugal Telecom International Finance B.V.'s €750,000,000 in 5.00% notes maturing in 2019 (ISIN No.: XS0462994343); (d) Portugal Telecom International Finance B.V.'s €1,000,000,000 in 4.625% notes maturing in 2020 (ISIN No.: XS0927581842); (e) Portugal Telecom International Finance B.V.'s €500,000,000 in 4.5% notes maturing in 2025 (ISIN No.: XS0221854200); (f) Oi Brasil Holdings Coöperatief U.A.'s €600,000,000

6

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

in 5.625% notes maturing in 2021 (ISIN No.: XS1245245045); (g) Oi Brasil Holdings Coöperatief

U.A.'s US$1,500,000,000 in 5.75% notes maturing in 2022 (ISIN No.: US10553MAD39); (h) Oi

S.A.'s €750,000,000 in 5.125% notes maturing in 2017 (ISIN No.: XS0569301327); (i) Oi S.A.'s

US$750,000,000 9.500% maturing in 2019 (ISIN No.: 87944LAD1); (j) Oi S.A.'s BRL1,100,000,000 in 9.75% maturing in 2016 (ISIN No. US10553MAC55); and (k) Oi S.A.'s US$1,000,000,000 in 5.500% maturing in 2020 (ISIN No. 144A: US87944LAE92) (the "Legacy Notes") are able to support their claims to receive on a future date or on the Company's payment dates pursuant to Clause 4.3.6 of the Plan.

The procedure detailed above is not applicable for the holders of the 6.25% Notes issued by Portugal Telecom International Finance B.V. - in Judicial Reorganization maturing in 2016 (ISIN No.: PTPTCYOM0008). The Company will provide at the appropriate time the information on the procedure to register the beneficiaries of the Default Payment Method provided for by Clause 4.3.6 of the Plan with regard to such series.

Going concern

The interim financial information for the period ended September 30, 2019, has been prepared assuming that the Company will continue as a going concern and in compliance with the legal requirements applicable to a judicial reorganization. The judicial reorganization is aimed at ensuring the continuation of the Oi Companies as going concerns. This continuity was strengthen with the approval of the JRP and, as a result, the borrowings and financing were novated and the related balances were recalculated under the terms and conditions of the JRP, including the Capital Increase with Claim Capitalization and the Capital Increase with New Funds.

The continuity of the Company as a going concern is ultimately depending on the successful outcome of the judicial reorganization and the realization of other forecasts of the Oi Companies.

The Company has been successfully discharging the obligations set forth in the judicial reorganization proceedings and even though there are no indications in this regard, we emphasize that these conditions and circumstances indicate, by their own nature, uncertainties that may affect the success of the judicial reorganization and possibly cast doubts as to the Oi Companies' ability to continue as going concerns. As at September 30, 2019 and after the implementation of the JRP, total shareholders' equity was R$20,080,995 (R$19,917,245 in the Company), loss for the period then ended was R$6,813,987 (R$6,737,531 in the Company), and working capital totaled R$8,231,153 (R$7,290,763 in the Company). As at December 31, 2018 and after the recognition of the effects of the JRP, total shareholders' equity was R$22,895,811 (R$22,652,320 in the Company), profit for the year then ended was R$24,615,555 (R$24,591,140 in the Company), and working capital totaled R$10,624,025 (R$13,706,450 in the Company).

7

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies detailed below have been consistently applied in all fiscal periods presented in this individual and consolidated interim financial information, and have been consistently applied both by the Company and its subsidiaries.

  1. Reporting basis

The Company's interim financial information has been prepared for the period ended September 30, 2019 and in accordance with IAS 34 and CPC 21 (R1) issued by the Accounting Pronouncements Committee ("CPC"), which address interim financial reporting.

CPC 21 (R1)/IAS 34 requires that management use certain accounting estimates. The quarterly information has been prepared based on the historical cost, except for certain financial assets and financial liabilities measured at their fair values.

This quarterly information does not include all the information and disclosures required in annual financial statements and should be read in conjunction with the annual financial statements for the year ended December 31, 2018, which have been prepared in accordance with International Financial Reporting Standards ("IFRSs") and the accounting practices adopted in Brazil. There were no changes in the accounting policies adopted in the period ended September 30, 2019 as compared to those applicable in the year ended December 31, 2018, besides the new pronouncements, interpretations, and changes that became effective after December 31, 2018, as described in item (b) of this note.

The assets and liabilities related to the operations in Africa are consolidated and stated in a single line item of the balance sheet as held-for-sale assets as a result of Management's expectation and decision to hold these assets and liabilities for sale. In the statement of profit or loss, however, costs/expenses and revenue/gains are stated under the full consolidation method because these assets do not meet the criteria to be classified as 'discontinued operation', as provided for by CPC 31/IFRS 5.

Estimates and critical accounting judgments

The Company's management uses estimates and assumptions based on historical experience and other factors, including expected future events, which are considered reasonable and relevant, and also requires judgments related to these matters. Actual results of operations and the financial position may differ from these estimates. The estimates that represent a significant risk of causing material adjustments to the carrying amounts of assets and liabilities are related to: (i) the recognition of revenue and trade receivables; (ii) estimated credit losses on doubtful accounts; (iii) depreciation and amortization of assets with finite useful lives; (iv) impairment of long-lived assets; (v) fair value of financial liabilities; (vi) provisions; (vii) fair value of financial assets; (viii) deferred income tax and social contribution; (ix) employee benefits; and (x) leases.

8

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

With regard to item (iv) above, the recoverable amounts of long-lived assets are determined based on the comparison between the value-in-use calculations and the sales value. These calculations require the use of judgments and assumptions that may be influenced by different external and internal factors, such are economic trends, industry trends and interest rates, changes in business strategies, and changes in the type of services and products provided by the Company to the market. The use of different assumptions may significantly change our Quarterly Financial Information.

On July 16, 2019, the Company disclosed to the market general, in a material fact notice, its strategic plan approved by the Board of Directors, which is focused on the improvement of operational and financial performance by using a sustainable business model aimed at maximizing the Company's value in the context of the judicial reorganization.

On September 30, 2019, based on this strategic plan, the Company conducted an impairment test of its assets with finite useful lives and long-lived assets and identified an impairment loss of R$3,342 million basically caused by the following factors: (i) revision of said plan; and (ii) increase of market competitiveness, especially in the residential market, intensifying the drop in revenue from landline and DTH services.

For impairment test purposes of the Cash-generating Unite (CGU), the Company defined the value in use of these assets.

The Company used the cash flows forecasts outlined in the strategic plan referred to above, approved by Management, and already disclosed to the market in a material fact notice to measure the value in use. These forecasts cover a ten-year period, taking into account the useful lives of the assets, the JRP cash flow period, and are consistent with previous years. The discount rate used in the cash flows corresponds to the weighted average cost of capital of 10.94% (11.55% at December 31, 2018), which is reviewed at least annually by the Company.

Pursuant to CPC 01 R1 (IAS 36), an impairment loss shall be allocated to reduce the carrying amount of the assets of the cash-generating unit, first to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. Accordingly, the impairment loss was filly allocated to the goodwill of regulatory licenses (Notes 5 and 17).

Functional and presentation currency

The Company and its subsidiaries operate mainly as telecommunications industry operators in Brazil, Africa, and Asia, and engage in activities typical of this industry. The items included in the financial statements of each group company are measured using the currency of the main economic environment where it operates ("functional currency"). The individual and consolidated financial statements are presented in Brazilian reais (R$), which is the Company's functional and presentation currency.

9

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Transactions and balances

Foreign currency-denominated transactions are translated into the functional currency using the exchange rates prevailing on the transaction dates. Foreign exchange gains and losses arising on the settlement of the transaction and the translation at the exchange rates prevailing at period-end, related foreign currency-denominated monetary assets and liabilities are recognized in the income statement, except when qualified as hedge accounting and, therefore, deferred in equity as cash flow hedges.

Group companies with a different functional currency

The profit or loss and the financial position of all Group entities, none of which is operating under hyperinflationary conditions, whose functional currency is different from the presentation currency are translated into the presentation currency as follows:

  • assets and liabilities are translating at the rate prevailing at the end of the reporting period;
  • revenue and expenses disclosed in the statement of profit or loss are translated using the average exchange rate;
  • all the resulting foreign exchange differences are recognized as a separate component of equity in other comprehensive income; and
  • goodwill and fair value adjustments, arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rate.

As at September 30, 2019 and December 31, 2018, the foreign currency-denominated assets and liabilities were translated into Brazilian reais using mainly the following foreign exchange rates:

Closing rate

Average rate

Currency

09/30/2019

12/31/2018

09/30/2019

09/30/2018

Euro

4.5425

4.4390

4.3679

4.2969

US dollar

4.1644

3.8748

3.8887

3.6055

Cape Verdean escudo

0.0412

0.0403

0.0396

0.039

Sao Tomean dobra

0.000198

0.000185

0.000185

0.000176

Kenyan shilling

0.0401

0.0381

0.0382

0.0357

Namibian dollar

0.2749

0.2698

0.2708

0.2795

Mozambican metical

0.0669

0.0627

0.0619

0.0595

Angolan kwanza

0.0113

0.0126

0.0118

0.0155

Segment reporting

The information about operating segments is presented consistently with the internal report provided to the Company's main decision-making body, its Board of Directors. The results of operations are

10

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

regularly reviewed with regard to the resources to be allocated to assess their performance and for strategic decision-making.

Reclassifications of accounting balances during the comparative period

The Company made some reclassifications in the statement of profit or loss for the period ended September 30, 2018 for better comparability and understanding of the transactions and balances in the individual and e consolidated accounting information for the period ended September 30, 2019. These reclassifications do not affect the Company's or equity as at September 30, 2019 and profit or loss for the period then ended. We highlight below the stated reclassifications:

COMPANY

CONSOLIDATED

Currently

Originally

Currently

Originally

stated

stated

stated

stated

09/30/2018

09/30/2018

09/30/2018

09/30/2018

Cost of sales and/or services

(2,442,075)

(2,398,308)

(12,111,143)

(11,744,615)

Selling expenses

(2,753,994)

(2,967,814)

General and administrative expenses

(2,025,032)

(1,957,961)

Other operating expenses

24,209

(19,558)

(843,195)

(1,062,974)

  1. New and revised standards and interpretations

Effective for annual

periods beginning on

New and revised standards

or after:

Annual improvements to IFRSs

2015-2017 Cycle

January 1, 2019

IFRS 16

Leases

January 1, 2019

IFRIC 23

Uncertainty over Income Tax Treatments

January 1, 2019

Amendment to IFRS 9

Prepayment Features with Negative Compensation

January 1, 2019

Amendment to IAS 28

Long-term interests in associates and joint ventures

January 1, 2019

Among the standards, changes, and interpretations referred to above, on IFRS 16/CPC 06 (R2) had an impact on the Company and subsidiaries' financial position as from January 1, 2018, as detailed below.

IFRS 16/CPC 06 (R2) Leases

IFRS 16/CPC 06 (R2) Leasesestablishes the principles for the recognition, measurement, presentation, and disclosures, and requires that lessees account for all the leases under a single model in the balance sheet. The standard includes two recognition exemptions for lessees: leases of low value assets (for example, personal computers) and short-term leases (i.e., with a lease tem of twelve months or less). At the lease commencement date, the lessee recognizes a liability related to the lease payments (i.e., a lease liability) and a lease asset that represents the right to use the underlying asset during the lease term (i.e., a right-of-use asset). The lessees are required to separately recognize an interest expense on the lease liability and a depreciation expense on the right-of-use asset. The lessees shall also revalue the lease liability should certain events occur (for example, any change in the lease term, a change in the future lease payments as a result of a change in the index or rate used

11

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

to determine such payments). As a rule, the lessee recognizes the revised amount of the lease liability as an adjustment to the right-of-use asset.

There is no significant change in the lessor's recognition based on IFRS 16 regarding the current accounting in accordance with IAS 17. The lessors shall continue to classify all leases pursuant to the same classification principle of IAS 17, differentiating between two types of leases: operating and finance leases.

Transition

The Company adopted IFRS 16 pursuant to the modified retrospective approach (i.e., beginning January 1, 2019, taking into account the right-of-use equal to the lease liability upon the first-time adoption), without any restatement of comparative information. The Company elected to apply the standard to agreements that were identified as leases pursuant to the previous standard. As a result, the Company did not apply the standard to agreements that have not previously been identified as containing a lease by applying IAS 17 and IFRIC 4, and excluded lease agreements maturing in the next twelve months, without probable renewal intention, in addition to applying a single discount rate to leases with similar characteristics and excluding to direct initial costs in the measurement of the right-of-use.

Exemptions

The Company elected to use the exemptions proposed by the standard on short-term agreements (i.e., that will be end within 12 months from the commencement date), lease agreements for which there is an underlying low value asset.

Impacts

The impacts refer basically to the lease agreements of towers, properties, stores, vehicles, and sites (physical spaces) and as described in Notes 16 and 21.

Upon the initial adoption of IFRS 16/CPC 06 (R2), the Company recognized a right-of-use asset and a lease liability in balance sheet. The right-of-use asset is measured at cost, which consists of the initial amount of the lease liability measurement, any initial direct costs incurred by the Company, an estimate of any costs to disassemble and remove the asset at the end of the lease, and any lease payments made before the lease commencement date (net of any incentives received), calculated at present value.

The Company depreciates the right-of-use assets on a straight-line basis from the commencement of the lease to the termination of the lease. The Company also assesses impairment when there are indicators that an asset might be impaired.

At the commencement date, the Company measured the lease liability at the present value of the consideration paid or payable, discounted using the Company's incremental lending rate.

The lease payments included in the lease liability measurement consist of fixed payments and variable payments based on either an index or a rate.

12

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

After the initial measurement, the liability will be written down by the payments made and increased by the interest incurred. If necessary, the liability is recalculated to reflect any remeasurement or change, or if there are changes in the substance of the fixed payments.

When there is a significant contractual change, a lease liability is remeasured and the corresponding adjustment is reflected in the right-of-use asset, or in profit or loss, if the right-of-use asset is already written down to nil.

The Company elected to use the exemptions proposed by the standard for lease agreements, for short- term and low value contracts. Accordingly, instead of recognizing a right-of-use asset and a lease liability, these are recognized as an expense in profit or loss over the lease period.

The Company individually measured any new agreement entered into after January 1, 2019 if such agreement contained a lease. A lease is defined as an "a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration."

To apply this definition the Company assessed whether a contract meets the three key characteristics:

  • The agreement contains an identified asset, which is explicitly identified in the agreement or implicitly specified to be identified at the time that the asset is made available to the Company;
  • The Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use, considering its rights within the scope set out in the agreement; and
  • The Company has the right to direct the use of the identified asset throughout the period of use the and right to direct "how and for what purpose" the asset is used throughout the period of use.

As at January 1, 2019, the company and its subsidiaries recognized a right-of-use asset as a corresponding entry to the lease liability payable, amounting to R$8.2 billion (Notes 16 and 21). As at September 30, 2019, the amounts recognized for the right-of-use asset and the lease liability payable are R$8.1 billion and R$8.2 billion, respectively.

The Company adopted IFRS 16, taking into account the modified retrospective application permitted by the respective standards. Accordingly, we present below the consolidated results for the periods ended September 30, 2019 and 2018, less the effects recognized as a result of this application.

Balance at 09/30/2019

IFRS 16

Balance at 09/30/2019

Balance at

(with IFRS 16)

adjustments

(w/o IFRS 16)

09/30/2018

Net operating revenue

15,222,613

15,222,613

16,694,936

Cost of sales and/or services

(11,562,503)

(440,353)

(12,002,856)

(12,111,143)

13

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Gross profit (loss)

3,660,110

(440,353)

3,219,757

4,583,793

Operating income (expenses)

Share of profit (loss) of investees

(1,529)

(1,529)

(13,842)

Selling expenses

(2,689,618)

(5,564)

(2,695,182)

(2,753,994)

General and administrative expenses

(2,090,203)

(4,225)

(2,094,428)

(2,025,032)

Other operating income

3,257,537

3,257,537

1,477,638

Other operating expenses

(4,708,553)

(4,708,553)

(843,195)

(6,232,366)

(9,789)

(6,242,155)

(4,158,425)

Profit (loss) before financial income

(expenses) and taxes

(2,572,256)

(450,142)

(3,022,398)

425,368

Financial income

2,829,768

2,829,768

31,195,560

Financial expenses

(6,781,150)

710,147

(6,071,003)

(3,670,599)

Financial income (expenses)

(3,951,382)

710,147

(3,241,235)

27,524,961

Profit (loss) before taxes

(6,523,638)

260,005

(6,263,633)

27,950,329

Income tax and social contribution

Current

(90,183)

(90,183)

60,869

Deferred

(200,166)

(200,166)

(52,940)

Profit (loss) for the period

(6,813,987)

260,005

(6,553,982)

27,958,258

3. FINANCIAL INSTRUMENTS AND RISK ANALYSIS

3.1. Financial Instruments

The carrying amounts and the estimated fair values of our main financial assets and financial liabilities as at September 30, 2019 and December 31, 2018 are summarized as follows:

COMPANY

CONSOLIDATED

Accounting

09/30/2019

measurement

Carrying

Carrying

amount

Fair value

amount

Fair value

Assets

Cash and banks

Fair value

149,887

149,887

237,734

237,734

Cash equivalents

Fair value

1,463,643

1,463,643

2,740,792

2,740,792

Cash investments

Fair value

178,348

178,348

213,365

213,365

Due from related parties

Amortized cost

5,585,888

5,585,888

Accounts receivable (i)

Amortized cost

1,337,172

1,337,172

6,616,234

6,616,234

Financial asset at fair value

Fair value

47,475

47,475

Held-for-sale assets

Held-for-sale financial asset (Note 29)

Fair value

1,583,146

1,583,146

1,583,146

1,583,146

Dividends receivable (Note 29)

Amortized cost

2,746,026

2,746,026

2,746,026

2,746,026

14

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Liabilities

Trade payables (i)

Amortized cost

1,947,192

1,947,192

9,155,881

9,155,881

Borrowings and financing (ii)

Borrowings and financing

Amortized cost

2,021,746

2,021,746

6,933,484

6,933,484

Due to related parties

Amortized cost

692,672

692,672

Public debentures

Amortized cost

2,263,188

2,263,188

4,783,352

4,783,352

Senior notes

Amortized cost

6,188,452

6,554,128

6,188,452

6,554,128

Dividends and interest on capital

Amortized cost

5,037

5,037

6,156

6,156

Licenses and concessions payable (iii)

Amortized cost

39,071

39,071

Tax refinancing program (iii)

Amortized cost

281,449

281,449

440,589

440,589

Leases payable (iv)

Amortized cost

658,641

658,641

8,231,439

8,231,439

15

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

COMPANY

CONSOLIDATED

Accounting

12/31/2018

measurement

Carrying

Carrying

amount

Fair value

amount

Fair value

Assets

Cash and banks

Fair value

152,454

152,454

287,491

287,491

Cash equivalents

Fair value

1,516,605

1,516,605

4,097,838

4,097,838

Cash investments

Fair value

195,639

195,639

238,962

238,962

Due from related parties

Amortized cost

11,960,680

11,960,680

Accounts receivable (i)

Amortized cost

1,193,687

1,193,687

6,516,555

6,516,555

Held-for-sale assets

Held-for-sale financial asset (Note 29)

Fair value

1,843,778

1,843,778

1,843,778

1,843,778

Dividends receivable (Note 29)

Amortized cost

2,566,935

2,566,935

2,566,935

2,566,935

Liabilities

Trade payables (i)

Amortized cost

2,244,382

2,244,382

8,818,870

8,818,870

Borrowings and financing (ii)

Borrowings and financing

Amortized cost

1,759,635

1,759,635

7,140,960

7,140,960

Due to related parties

Amortized cost

377,184

377,184

Public debentures

Amortized cost

1,992,339

1,992,339

3,103,106

3,103,106

Senior notes

Amortized cost

6,205,840

6,937,764

6,205,840

6,937,764

Dividends and interest on capital

Amortized cost

5,075

5,075

6,168

6,168

Licenses and concessions payable (iii)

Amortized cost

22,925

22,925

85,619

85,619

Tax refinancing program (iii)

Amortized cost

353,496

353,496

553,206

553,206

For the closing of the period ended September 30, 2019:

  1. The balances of accounts receivables have near terms and, therefore, they are not adjusted to fair value. Under the Plan, the suppliers with claims in excess of R$150,000 would receive the remaining balance in four annual installments, beginning 2018, which were adjusted to present value (Note 18).
  2. The balance of the borrowings and financing with the BNDES, Local Banks, and ECAs correspond to exclusive markets, and the fair value of these instruments is similar to their carrying amounts. The balances of borrowings and financing refers to the bonds issued in the international market, for which is there is a secondary market, and their fair values differ from their carrying amounts.
  3. The licenses and concessions payable and the tax refinancing program are stated at the amounts that these obligations are expected to be discharged and are not adjusted to fair value.
  4. The leases payable are represented by the amounts that the obligations are expected to be settled, adjusted at present value.

The levels of the financial assets, cash, cash equivalents, cash investments, and held-for-sale assets measured at fair value as at September 30, 2019 and December 31, 2018 are broken down below:

16

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Fair value

COMPANY

CONSOLIDATED

measurement

Fair value

Fair value

Fair value

Fair value

hierarchy

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Assets

Cash and banks

Level 1

149,887

152,454

237,734

287,491

Cash equivalents

Level 2

1,463,643

1,516,605

2,740,792

4,097,838

Cash investments

Level 2

178,348

195,639

213,365

238,962

Held-for-sale financial asset

Level 3

1,583,146

1,843,778

1,583,146

1,843,778

There were no transfers between levels in the periods ended September 30, 2019 and December 31, 2018.

The Company and its subsidiaries have measured their financial assets and financial liabilities at their market or actual realizable values (fair value) using available market inputs and valuation techniques appropriate for each situation, as follows:

  1. Cash, cash equivalents and cash investments

Foreign currency-denominated cash equivalents and cash investments are basically kept in checking deposits denominated in euro and US dollars and in euros.

The fair value of securities traded in active markets is equivalent to the amount of the last closing quotation available at the end of the reporting period, multiplied by the number of outstanding securities.

For the remaining contracts, the Company carries out an analysis comparing the current contractual terms and conditions with the terms and conditions effective for the contract when they were originated. When terms and conditions are dissimilar, fair value is calculated by discounting future cash flows at the market rates prevailing at the end of the period, and when similar, fair value is similar to the carrying amount on the reporting date.

  1. Held-for-saleassets

Refers to the fair value of the financial investment in Unitel, classified as a financial asset at fair value through profit or loss and the recoverable amount of dividends receivable from Unitel. The fair value of the investment is driven by a number of estimations concerning the potential outcomes and recoveries from the various legal proceedings which have been instituted on behalf of the Company and its affiliates. In addition, the fair value is estimated based on the internal valuation made, including cash flows forecasts for a five-year period, the choice of a growth rate to extrapolate the cash flows projections, and definition of appropriate discount rates and foreign exchange rates consistent with the reality of the country where the business is located. In addition to the financial and business assumptions referred to above, the Company also takes into consideration the fair value measurement of cash investment, qualitative assumptions, including the outcomes and conclusions of the lawsuits filed against third parties, and the opinion of the legal counsel on these lawsuits. With

17

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BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

regard to the impairment test of dividends, the Company uses financial assumptions on the discount rate in time and the foreign exchange rate, and uses qualitative assumptions based on the opinion of the legal counsel on the outcome the proceedings of filed against Unitel and third parties for the nonpayment of dividends and interest.

The Company monitors and periodically updates the key assumptions and critical estimates used to calculate fair value. See Note 29 for further information.

  1. Derivative financial instruments

The Company conducts derivative transactions to manage certain market risks, mainly the foreign exchange risk. As at September 30, 2019, the Company does not have any derivatives in its portfolio. The Company does not use derivatives for any purposes other than hedging against these risks.

The method used to calculate the fair value of the derivative instruments contracted throughout the year was the future cash flows method associated to each contracted instrument, discounted using the market rates prevailing at the reporting date.

3.2. Financial risk management

The Company's and its subsidiaries' activities expose them to several financial risks, such as: market risk (including currency fluctuation risk, interest rate risk on fair value, interest rate risk on cash flows), credit risk, and liquidity risk. According to their nature, financial instruments may involve known or unknown risks, and it is important to assess to the best judgment the potential of these risks. The Company and its subsidiaries may use derivative financial instruments to mitigate certain exposures to these risks.

The Company's risk management process is a three-step process, taking into account its consolidated structure: strategic, tactical, and operational. At the strategic level, the Company's executive committee agrees with the Board of Directors the risk guidelines to be followed. A Financial Risk Management Committee is responsible for overseeing and ensuring that Oi comply with the existing policies. At the operating level, risk management is carried out by the Company's treasury officer, in accordance with the policies approved by the Board of Directors.

The Financial Risk Management Committee meets on a monthly basis and currently consists of the Corporate Finance Officer, The Regulation Planning and Wholesale Officer, Legal Tax Officer, Chief Controller, Investor Relations Officer, and the Treasury Officer.

The Hedging and Cash Investments Policies, approved by the Board of Directors, document the management of exposures to market risk factors generated by the financial transactions of the Oi Group companies.

In the aftermath of the approval of the JRP, based on the measured new risk factors, the Company approved with the Board of Directors a new strategy to the Board of Directors to mitigate the risks arising on the foreign exchange exposure of its financial liabilities, as is ready to implement it as from

18

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

this point in time. In line with the Hedging Policy pillars, the strategy is focused on the preservation of the Company's cash flows, maintaining the liquidity, and comply with the financial covenants.

3.2.1. Market risk

  1. Foreign exchange risk

Financial assets

The Company is not exposed to any material foreign exchange risk involving foreign currency- denominated financial assets as at September 30, 2019, except with regard to the assets held for sale, for which the Company does not enter into any currency hedging transaction.

Financial liabilities

The Company and its subsidiaries have foreign currency-denominated or foreign currency-indexed borrowings and financing. The risk associated with these liabilities is related to the possibility of fluctuations in foreign exchange rates that could increase the balance of such liabilities. The Company's and its subsidiaries' borrowings and financing exposed to this risk represent approximately 52.8% of total liabilities from borrowings and financing (53.6% at December 31, 2018), less the contracted currency hedging transactions. To minimize this type of risk, the Company entered into currency hedges with financial institutions for part of the foreign currency-denominated interest payments made in 2019. The Company hedged 67% of its total dollar-denominated debt service in 2019 through hedging transactions in the form of currency forwards and foreign currency- denominated cash investments. The currency hedging percentage for purposes of covenant compliance and the financial expenses of the existing borrowings and financing, including the impacts of changes in foreign exchange rates on the fair value adjustment gain, is 49.7%.

Additionally, the Company hedged part of the Company's operating expenses contractually denominated in US dollar accounted for through the end of this quarter.

Foreign currency-denominated financial assets and financial liabilities are presented in the balance sheet as follows (includes intragroup balances transferred to Company amounts):

COMPANY

09/30/2019

12/31/2018

Carrying

Carrying

amount

Fair value

amount

Fair value

Financial assets

Cash and banks

105,424

105,424

39,779

39,779

Cash equivalents

153,428

153,428

Due from related parties

5,585,888

5,585,888

11,960,680

11,960,680

Financial liabilities

Borrowings and financing (Note 19)

7,560,647

7,560,647

7,131,350

7,863,274

19

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

CONSOLIDATED

09/30/2019

12/31/2018

Carrying

Carrying

amount

Fair value

amount

Fair value

Financial assets

Cash and banks

107,686

107,686

70,116

70,116

Cash equivalents

1,166

1,166

154,514

154,514

Financial liabilities

Borrowings and financing (Note 19)

9,443,842

9,443,842

8,816,766

9,548,690

At the end of this quarter, the Company did not have foreign exchange hedging transactions with financial institutions.

As at September 30, 2019 and December 31, 2018, the Company recognized as result of derivative transactions the amounts shown below:

Three-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Forward currency transactions - financial income

(expenses)

944

944

Forward currency transactions - operating revenues

(expenses)

756

756

Total

1,700

1,700

Nine-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Forward currency transactions - financial income

(expenses)

55,025

55,025

Forward currency transactions - operating revenues

(expenses)

11,901

11,901

Total

66,926

66,926

And the movements in foreign exchange hedges designated for hedge accounting were recognized in other comprehensive income.

Table of movements in hedge accounting effects in other comprehensive income

COMPANY

CONSOLIDATED

Balance at Dec 31, 2018

Gain on designated hedges

11,145

11,145

Expensed hedge amortization

(11,145)

(11,145)

Balance at Sep 30, 2019

Foreign exchange risk sensitivity analysis

20

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

As established by CVM Instruction 475, as at September 30, 2019, management estimated the depreciation scenarios of the Brazilian real in relation to other currencies, at the end of the reporting period.

For purposes of this Instruction, however, the rates used for the probable scenario were the rates prevailing at the end of June 2019. The probable rates were then depreciated by 25% and 50% and used as benchmark for the possible and remote scenarios, respectively.

Rate

Description

09/30/2019

Depreciation

Probable scenario

U.S. dollar

4.1644

0%

Euro

4.5425

0%

Possible scenario

U.S. dollar

5.2055

25%

Euro

5.6781

25%

Remote scenario

U.S. dollar

6.2466

50%

Euro

6.8138

50%

The impacts of foreign exchange exposure on the foreign currency-denominated debt, considering offshore derivatives and cash, in the sensitivity scenarios estimated by the Company, are shown in the table below (excludes intragroup balances):

09/30/2019

COMPANY

CONSOLIDATED

Description

Individual

Probable

Possible

Remote

Probable

Possible

Remote

risk

scenario

scenario

scenario

scenario

scenario

scenario

US dollar debt

Dollar appreciation

9,297,158

11,621,447

13,945,736

15,878,463

19,848,079

23,817,694

US dollar cash

Dollar depreciation

(65,355)

(81,694)

(98,033)

(67,739)

(84,674)

(101,609)

Euro debt

Euro appreciation

185,728

232,160

278,592

2,718,640

3,398,301

4,077,961

Euro cash

Euro depreciation

(40,068)

(50,085)

(60,102)

(41,113)

(51,391)

(61,669)

Dollar /euro

Fair value adjustment

depreciation

(2,569,184)

(3,211,480)

(3,853,776)

(9,141,525)

(11,426,906)

(13,712,287)

Total assets/liabilities

indexed to exchange

fluctuation

6,808,279

8,510,348

10,212,417

9,346,726

11,683,409

14,020,090

Total (gain) loss

1,702,069

3,404,138

2,336,683

4,673,364

  1. Interest rate risk Financial assets

Cash equivalents and cash investments in local currency are substantially maintained in financial investment funds exclusively managed for the Company and its subsidiaries, and investments in private securities issued by prime financial institutions.

21

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BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

The interest rate risk linked to these assets arises from the possibility of decreases in these rates and consequent decrease in the return on these assets.

Financial liabilities

The Company and its subsidiaries have borrowings and financing subject to floating interest rates, based on the Long-term Interest Rate (TJLP), the CDI, or the Benchmark Rate in the case of real- denominated debt as at September 30, 2019. After the approval of the JRP, the Company does not have borrowings and financing subject to foreign currency-denominated floating interest rate.

As at September 30, 2019, approximately 46.9% (46.0% at December 31, 2018) of the incurred debt was subject to floating interest rates. The most material exposure of Company's and its subsidiaries' debt after is to CDI. Therefore, a continued increase in this interest rate would have an adverse impact on future interest payments.

These assets and liabilities are presented in the balance sheet as follows:

COMPANY

09/30/2019

12/31/2018

Carrying

Market

Carrying

Market

amount

value

amount

value

Financial assets

Cash equivalents

1,463,643

1,463,643

1,363,177

1,363,177

Cash investments

178,348

178,348

195,639

195,639

Financial liabilities

Borrowings and financing (Note 19)

3,605,411

3,605,411

3,203,648

3,203,648

CONSOLIDATED

09/30/2019

12/31/2018

Carrying

Market

Carrying

Market

amount

value

amount

value

Financial assets

Cash equivalents

2,739,626

2,739,626

3,943,324

3,943,324

Cash investments

213,365

213,365

238,962

238,962

Financial liabilities

Borrowings and financing (Note 19)

8,461,446

8,461,446

7,633,140

7,633,140

Interest rate fluctuation risk sensitivity analysis

Management believes that the most material risk related to interest rate fluctuations arises from its liabilities pegged to the TJLP and primarily the CDI. This risk is associated to an increase in those rates. The TJLP rate remained stable at 7.0% p.a. from April 1, 2017 to December 31, 2017. Beginning January 1, 2018, the TJLP was being successively reduced: 6.75% per year up to March 2018, 6.6% per year from April to June 2018, and 6.56% from July to September 2018. In turn, from October to December 2018 this rate was increased to 6.98% per year, and from January to March 2019 it increased to 7.03% to be reduced again from April to June to 6.26% and from July to September to 5.95%. Before the end of the quarter the National Monetary Council decided to reduce this rate again to 5.57% per year, effective for October-December 2019.

22

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

As required by CVM Instruction 475, Management estimated the fluctuation scenarios of the rates CDI and TJLP as at September 30, 2019. The rates used for the probable scenario were the rates prevailing at the end of the reporting period.

For purposes of this Instruction, however, these rates have been stressed by 25% and 50%, and used as benchmark for the possible and remote scenarios.

09/30/2019

Interest rate scenarios

Probable scenario

Possible scenario

Remote scenario

CDI

TJLP

CDI

TJLP

CDI

TJLP

5.40%

5.95%

6.75%

7.44%

8.10%

8.93%

Such sensitivity analysis considers payment outflows in future dates. Thus, the aggregate of the amounts for each scenario is not equivalent to the fair values, or even the present values of these liabilities.

The impacts of exposure to interest rates, in the sensitivity scenarios estimated by the Company, are shown in the table below:

09/30/2019

COMPANY

CONSOLIDATED

Individual

Probable

Possible

Remote

Probable

Possible

Remote

Description

risk

scenario

scenario

scenario

scenario

scenario

scenario

CDI-indexed debt

CDI increase

1,935,155

3,026,394

3,750,365

3,434,449

5,370,950

6,655,640

TJLP-indexed debt

TJLP increase

909,879

1,143,796

1,350,490

3,555,922

4,470,096

5,277,884

Total assets/liabilities pegged to the

interest rate

2,845,034

4,170,190

5,100,855

6,990,371

9,841,046

11,933,524

Total (gain) loss

1,325,156

2,255,821

2,850,675

4,943,153

3.2.2. Credit risk

The concentration of credit risk associated to trade receivables is immaterial due to the diversification of the portfolio. Doubtful receivables are adequately covered by an allowance for doubtful accounts.

Transactions with financial institutions (cash investments and borrowings and financing) are made with prime entities, avoiding the concentration risk. The credit risk of financial investments is assessed by setting caps for investment in the counterparts, taking into consideration the ratings released by the main international risk rating agencies for each one of such counterparts. As at September 30, 2019, approximately 92.67% of the consolidated cash investments were made with counterparties with an AAA, AA, A, and or sovereign risk rating.

The Company had credit risks related to dividends receivable associated to the investment in Unitel. In November 2019, PT Ventures received USD33.1 million in extraordinary dividends from Unitel (see Note 31).

23

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

3.2.3. Liquidity risk

The liquidity risk also arises from the possibility of the Company being unable to discharge its liabilities on maturity dates and obtain cash due to market liquidity restrictions. Management uses its resources mainly to fund capital expenditures incurred on the expansion and upgrading of the network, invest in new businesses.

The Company's management monitors the continual forecasts of the liquidity requirements to ensure that the company has sufficient cash to meet its operating needs and fund capital expenditure to modernize and expand its network.

At the beginning of 2019, Oi completed the capital increase provided for in the JRP. With this increase, the Company received R$4.0 billion, which will be allocated to the incremental CAPEX Plan, directed to the expansion of the mobile and fixed infrastructure, while focused primarily on the fiber optics project. In addition to the capital increase, to finance the incremental CAPEX associated to the Strategic Plan, the Company plans to divest unessential and release cash through non-operating event such as, for example, tax credits.

4. NET OPERATING REVENUE

Three-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Gross operating revenue

1,202,282

1,452,279

6,739,704

7,542,074

Deductions from gross revenue

(291,769)

(359,959)

(1,738,472)

(2,060,704)

Taxes

(290,387)

(358,531)

(1,382,412)

(1,665,025)

Other deductions

(1,382)

(1,428)

(356,060)

(395,679)

Net operating revenue

910,513

1,092,320

5,001,232

5,481,370

Nine-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Gross operating revenue

3,780,265

4,590,194

20,591,027

23,108,953

Deductions from gross revenue

(917,376)

(1,147,884)

(5,368,414)

(6,414,017)

Taxes

(914,110)

(1,142,156)

(4,289,860)

(5,174,014)

Other deductions

(3,266)

(5,728)

(1,078,554)

(1,240,003)

Net operating revenue

2,862,889

3,442,310

15,222,613

16,694,936

24

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

5. REVENUE AND EXPENSES BY NATURE

Three-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Net operating revenue

910,513

1,092,320

5,001,232

5,481,370

Operating income (expenses):

Interconnection

(20,879)

(33,922)

(110,192)

(147,287)

Personnel

(112,311)

(126,589)

(615,086)

(665,890)

Third-party services

(273,380)

(285,764)

(1,516,265)

(1,516,186)

Grid maintenance service

(153,758)

(172,290)

(250,951)

(288,046)

Handset and other costs

(36,333)

(45,948)

Advertising and publicity

(26,229)

(17,126)

(148,344)

(73,849)

Rentals and insurance

(112,468)

(162,994)

(677,047)

(1,105,962)

Provisions/reversals

362,617

1,003

(72,351)

(7,443)

Estimated loss on doubtful debts

(19,970)

(8,753)

(159,636)

(157,783)

Impairment losses

(3,341,842)

(3,341,842)

Taxes and other income (expenses)

(1,701,581)

(1,644,770)

(40,669)

(13,628)

Other operating income (expenses), net

(9,944)

520,685

Operating expenses excluding depreciation and

amortization

(5,409,745)

(2,451,205)

(6,448,031)

(4,022,022)

Depreciation and amortization

(461,980)

(431,561)

(1,752,125)

(1,465,087)

Total operating expenses

(5,871,725)

(2,882,766)

(8,200,156)

(5,487,109)

Loss before financial income (expenses) and taxes

(4,961,212)

(1,790,446)

(3,198,924)

(5,739)

Financial income (expenses):

Financial income

1,894,079

3,296,716

1,499,447

731,509

Financial expenses

(2,682,269)

(2,992,549)

(3,875,418)

(2,186,887)

Total financial income (expenses)

(788,190)

304,167

(2,375,971)

(1,455,378)

Pre-tax loss

(5,749,402)

(1,486,279)

(5,574,895)

(1,461,117)

Income tax and social contribution

2,513

149,892

(208,610)

126,136

Loss for the period

(5,746,889)

(1,336,387)

(5,783,505)

(1,334,981)

Loss attributable to Company owners

(5,746,889)

(1,336,387)

(5,746,889)

(1,336,387)

Profit (loss) attributable to non-controlling interests

(36,616)

1,406

Operating expenses by function:

Cost of sales and/or services

(787,351)

(842,561)

(3,829,421)

(4,078,693)

Selling expenses

(196,007)

(189,119)

(931,331)

(908,811)

General and administrative expenses

(206,862)

(214,047)

(710,348)

(649,703)

Other operating income

186,116

191,297

1,116,808

537,604

Other operating expenses

(3,026,882)

(50,831)

(3,845,624)

(380,583)

Share of profit (loss) of investees

(1,840,739)

(1,777,505)

(240)

(6,923)

25

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Total operating expenses

(5,871,725)

(2,882,766)

(8,200,156)

(5,487,109)

Nine-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Net operating revenue

2,862,889

3,442,310

15,222,613

16,694,936

Operating income (expenses):

Interconnection

(71,371)

(110,088)

(351,312)

(495,849)

Personnel

(306,508)

(318,071)

(1,818,675)

(1,875,329)

Third-party services

(845,892)

(870,883)

(4,526,498)

(4,408,207)

Grid maintenance service

(484,422)

(511,071)

(782,407)

(837,595)

Handset and other costs

(131,972)

(123,189)

Advertising and publicity

(65,060)

(56,480)

(334,227)

(238,088)

Rentals and insurance (i)

(324,239)

(424,272)

(2,013,612)

(3,189,868)

Provisions/reversals

380,440

(98,148)

(186,128)

(167,426)

Estimated loss on doubtful debts

(91,049)

(66,640)

(427,122)

(565,572)

Impairment losses (ii)

(3,341,842)

(3,341,842)

Taxes and other income (expenses) (iii)

(2,979,731)

380,909

(50,360)

(199,812)

Other operating income (expenses), net (iv)

582,826

222,901

1,340,475

156,087

Operating expenses excluding depreciation and

(7,546,848)

(1,851,843)

(12,623,680)

(11,944,848)

amortization

Depreciation and amortization (i)

(1,357,191)

(1,269,812)

(5,171,189)

(4,324,720)

Total operating expenses

(8,904,039)

(3,121,655)

(17,794,869)

(16,269,568)

Profit (loss) before financial income (expenses) and

(6,041,150)

320,655

(2,572,256)

425,368

taxes

Financial income (expenses):

Financial income

3,055,123

33,468,782

2,829,768

31,195,560

Financial expenses (i)

(3,752,301)

(6,054,868)

(6,781,150)

(3,670,599)

Total financial income (expenses)

(697,178)

27,413,914

(3,951,382)

27,524,961

Profit (loss) before taxes

(6,738,328)

27,734,569

(6,523,638)

27,950,329

Income tax and social contribution

797

214,723

(290,349)

7,929

Profit (loss) for the period

(6,737,531)

27,949,292

(6,813,987)

27,958,258

Profit (loss) attributable to the owners of the Company

(6,737,531)

27,949,292

(6,737,531)

27,949,292

Profit (loss) attributable to non-controlling interests

(76,456)

8,966

Operating expenses by function:

Cost of sales and/or services

(2,360,142)

(2,442,075)

(11,562,503)

(12,111,143)

Selling expenses

(622,837)

(608,240)

(2,689,618)

(2,753,994)

General and administrative expenses

(637,625)

(660,612)

(2,090,203)

(2,025,032)

Other operating income

1,491,745

448,953

3,257,537

1,477,638

Other operating expenses

(3,065,809)

24,209

(4,708,553)

(843,195)

Share of profit (loss) of investees

(3,709,371)

116,110

(1,529)

(13,842)

Total operating expenses

(8,904,039)

(3,121,655)

(17,794,869)

(16,269,568)

  1. Thenone-month comparison was impacted by the adoption of IFRS 16/CPC 06 (R2) Leasesbeginning January 1, 2019 (Note 2(b)).

26

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

  1. As required by CPC 01/IAS 36, the Company conducted an impairment test of its assets with finite useful lives for reporting date September 30, 2019 and recognized an allowance for impairment losses relating to the expected future profitability of such assets. The Company took into consideration in its assumptions for the impairment test, among other factors, the strategic plan disclosed in July 2019. The plan rests on transformation actions, focused on improving operational and financial performance (see Note 17).
  2. Includes the share of profit (loss) of investees.
  3. In 2019, refers basically to the accounting recognition amounting to R$592,770 in the Company and R$1,517,919 on a consolidated basis, of the PIS and COFINS credits arising from the deduction of ICMS from the tax base of PIS and COFINS, as well as the recovery of unduly paid amounts as PIS and COFINS, under a final and unappealable court decision reached in March 2019, as described in Note 11, and R$167,395 on a consolidated basis related to the derecognition for the reconciliation of tax credits and tax incentives from prior periods that are not expected to be realized.

27

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

6. FINANCIAL INCOME (EXPENSES)

Three-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Financial income

Adjustment to present value

14,533

(19,403)

45,030

87,291

Inflation adjustment and foreign exchange differences on

the fair value adjustment

228,192

100,688

705,297

364,206

Gain on the restructuring of third-party borrowings

(2,053)

(56,190)

Interest on and inflation adjustment to other assets

(45,041)

139,609

653,694

296,438

Income from cash investments

34,245

21,636

51,259

75,402

Interest and foreign exchange differences on intragroup

loans

1,642,486

3,082,866

Exchange differences on translating foreign cash

investments

6,942

2,912

7,136

5,777

Reversal interest and other revenue

12,722

(29,539)

37,031

(41,415)

Total

1,894,079

3,296,716

1,499,447

731,509

Financial expenses and other charges

a) Borrowing and financing costs

Recognition of present value adjustment

(130,091)

(102,679)

(294,016)

(231,854)

Inflation adjustment to and exchange losses on third-party

borrowings

(736,671)

(321,395)

(1,357,876)

(648,521)

Interest on borrowings from third parties

(240,847)

(237,865)

(351,024)

(349,064)

Interest on debentures

(55,103)

(53,846)

(85,827)

(83,869)

Interest and foreign exchange differences on intragroup

loans

(1,187,962)

(1,797,718)

Subtotal:

(2,350,674)

(2,513,503)

(2,088,743)

(1,313,308)

b) Other charges

Adjustment to present value

(82,283)

(32,600)

(457,330)

(102,774)

Gain (loss) on cash investments classified as held for sale

180,990

(46,124)

59,813

(215,860)

Tax on transactions and bank fees

(21,258)

(21,500)

(67,821)

(87,656)

Interest on, inflation adjustment to, and foreign exchange

differences on other liabilities

(205,830)

(86,943)

(635,939)

(243,418)

Inflation adjustment to (provisions)/reversals

(123,400)

(52,301)

(539,150)

(76,735)

Interest on taxes in installments - tax financing program

(2,270)

(8,329)

(3,844)

(10,150)

Derivative transactions

944

944

Other expenses

(78,488)

(231,249)

(143,348)

(136,986)

Subtotal:

(331,595)

(479,046)

(1,786,675)

(873,579)

Total

(2,682,269)

(2,992,549)

(3,875,418)

(2,186,887)

Financial income (expenses)

(788,190)

304,167

(2,375,971)

(1,455,378)

28

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Nine-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Financial income

Adjustment to present value (i)

15,567

5,256,395

48,854

13,291,351

Inflation adjustment and foreign exchange differences on

the fair value adjustment

196,707

536,288

582,454

1,755,391

Gain on the restructuring of third-party borrowings (ii)

3,269,445

11,054,126

Interest on and inflation adjustment to other assets (iii)

1,033,153

498,693

1,903,985

993,806

Income from cash investments

144,533

106,990

209,446

249,685

Interest and foreign exchange differences on intragroup

loans (iv)

1,605,009

23,270,609

Exchange differences on translating foreign cash

investments

(49,049)

9,296

(49,491)

19,812

Reversal of interest and other income (v)

109,203

521,066

134,520

3,831,389

Total

3,055,123

33,468,782

2,829,768

31,195,560

Financial expenses and other charges

a) Borrowing and financing costs

Recognition of present value adjustment

(319,852)

(245,831)

(713,664)

(557,900)

Inflation adjustment to and exchange losses on third-party

borrowings (vi)

(639,884)

(1,585,291)

(1,149,498)

(3,103,788)

Interest on borrowings from third parties (vii)

(663,644)

821,074

(972,830)

1,569,945

Interest on debentures (vii)

(161,966)

649,171

(252,276)

576,218

Interest and foreign exchange differences on intragroup

loans (viii)

(1,086,891)

(4,954,591)

Subtotal:

(2,872,237)

(5,315,468)

(3,088,268)

(1,515,525)

b) Other charges

Adjustment to present value (ix)

(244,087)

(78,460)

(1,357,022)

(264,363)

Gain (loss) on cash investments classified as held for sale

161,151

513,258

12,585

494,540

Tax on transactions and bank fees

(108,169)

(366,169)

(257,560)

(703,705)

Interest on, inflation adjustment to, and foreign exchange

differences on other liabilities

(326,615)

(216,061)

(1,007,179)

(622,374)

Inflation adjustment to (provisions)/reversals

(209,990)

49,584

(721,527)

(166,443)

Interest on taxes in installments - tax financing program

(7,495)

(17,461)

(12,986)

(22,626)

Derivative transactions

55,025

55,025

Other expenses (x)

(199,884)

(624,091)

(404,218)

(870,103)

Subtotal:

(880,064)

(739,400)

(3,692,882)

(2,155,074)

Total

(3,752,301)

(6,054,868)

(6,781,150)

(3,670,599)

Financial income (expenses)

(697,178)

27,413,914

(3,951,382)

27,524,961

  1. In 2018, refers to the recognition of the fair value ofthird-party borrowings and financing arising from the impacts of the ratification of the JRP.
  2. In 2018, refers basically to the positive impact of the novation of the debt represented by the qualified Senior Notes, calculated pursuant to the JRP.

29

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

  1. In 2019, refers to the accounting recognition amounting to R$891 million in the Company and R$1,549 million on a consolidated basis related to the inflation adjustment to PIS and COFINS credits arising from the deduction of ICMS from the tax base of PIS and COFINS, as well as the recovery of unduly paid amounts as PIS and COFINS, under a final and unappealable court decision reached in March and September 2019, as described in Note 11.
  2. In 2018, in the Company includes R$18,435 million in present value adjustment to intragroup loans.
  3. In 2018, represented mainly by the reversal of the interest expenses on debt included in the JRP, adjusted in the period prior to the ratification of the Plan amounting to R$2,826 million and adjustment of trade payables and default payment to present value amounting to R$893 million, on a consolidated basis.
  4. In 2018, in the Company and on a consolidated basis, includes R$555 million related to the capital gain associated to the novation of debts arising on the Senior Notes.
  5. In 2018, on a consolidated basis, represented mainly by the reversal of interest on the debt included in the JRP amounting to R$3,115 million and interest expenses on novated debt and debentures totaling R$167 million.
  6. In 2018, in the Company includes R$1,097 million in present value adjustment to intragroup loans.
  7. Represented by the present value adjustment associated to leases, onerous agreement, and trade payables subject to the Corporate Reorganization.
  8. Represented mainly by financial banking fees and commissions.

7. INCOME TAX AND SOCIAL CONTRIBUTION

Income taxes encompass the income tax and the social contribution. The income tax rate is 25% and the social contribution rate is 9%, generating aggregate nominal tax rate of 34%.

The provision for income tax and social contribution is broken down as follows:

Three-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Income tax and social contribution

Current taxes

2,513

(3,579)

(84,966)

1,768

Deferred taxes (Note 10)

153,471

(123,644)

124,368

Total

2,513

149,892

(208,610)

126,136

30

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Three-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Pre-tax loss

(5,749,402)

(1,486,279)

(5,574,895)

(1,461,117)

Income tax and social contribution

Income tax and social contribution on taxed income

1,954,797

505,335

1,895,464

496,780

Equity in investees

(625,851)

(604,352)

(82)

(2,354)

Tax incentives (basically, operating profit)

6

841

1,013

Permanent deductions (add-backs)

369,186

603,814

346,377

(312,143)

Reversal of (Allowance for) impairment losses on deferred

tax assets

(1,695,619)

(354,911)

(2,261,788)

(215,753)

Tax effects of deferred tax assets of foreign subsidiaries

(189,422)

158,593

Income tax and social contribution effect on profit or loss

2,513

149,892

(208,610)

126,136

Nine-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Income tax and social contribution

Current taxes

797

(23,594)

(90,183)

60,869

Deferred taxes (Note 10)

238,317

(200,166)

(52,940)

Total

797

214,723

(290,349)

7,929

Nine-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Profit (loss) before taxes

(6,738,328)

27,734,569

(6,523,638)

27,950,329

Income tax and social contribution

Income tax and social contribution on taxed income

2,291,032

(9,429,753)

2,218,037

(9,503,112)

Equity in investees

(1,261,186)

39,477

(520)

(4,706)

Tax incentives (basically, operating profit) (i)

37

51

949

8,254

Permanent deductions (add-backs) (ii)

(264,148)

8,939,606

(494,816)

14,003,811

Reversal of (Allowance for) impairment losses on deferred

tax assets (iii)

(764,938)

665,342

(1,757,417)

(906,268)

Tax effects of deferred tax assets of foreign subsidiaries (iv)

(256,582)

(3,590,050)

Income tax and social contribution effect on profit or loss

797

214,723

(290,349)

7,929

  1. Refers basically to the exploration profit recognized in the profit or loss of subsidiary Oi Móvel pursuant to Law 11638/2007.
  2. In 2019, the tax effects from permanentadd-backs are represented mainly by the recognition of the present value adjustment to the restructured liabilities included in the JRP. In 2018 the main tax effects from permanent deductions arising from the recognition of the restructuring of the liabilities included in the JRP.
  3. Refers to the reversal (recognition) of the allowance for the realizable value (impairment) of deferred tax assets (Note 10).
  4. Refers to the effects of unrecognized deferred tax assets held by foreign subsidiaries that do not have a history of profitability and/or an expectation to generate taxable income.

31

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

8. CASH, CASH EQUIVALENTS AND CASH INVESTMENTS

Cash investments made by the Company and its subsidiaries in the years ended September 30, 2019 and December 31, 2018 are measured at their fair values.

  1. Cash and cash equivalents

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Cash and banks

149,887

152,454

237,734

287,491

Cash equivalents

1,463,643

1,516,605

2,740,792

4,097,838

Total

1,613,530

1,669,059

2,978,526

4,385,329

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Repurchase agreements

1,185,116

868,834

2,099,330

2,742,731

Private securities

133,617

364,014

369,237

895,073

Bank certificates of deposit (CDBs)

142,226

127,685

267,349

301,632

Time deposits

153,428

1,166

154,514

Other

2,684

2,644

3,710

3,888

Cash equivalents

1,463,643

1,516,605

2,740,792

4,097,838

  1. Cash investments

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Private securities

165,225

180,159

195,088

213,653

Government securities

13,123

15,480

18,277

25,309

Total

178,348

195,639

213,365

238,962

Current

173,320

190,779

178,598

201,975

Non-current

5,028

4,860

34,767

36,987

The Company and its subsidiaries hold cash investments in Brazil and abroad for the purpose of earning interest on cash, benchmarked to CDI in Brazil, LIBOR for the US dollar-denominated portion, and EURIBOR for the euro-denominated portion.

The amounts of cash equivalents and short-term investments are basically invested through exclusive investment funds, and most of the portfolio consists of Government Securities with yield pegged to the SELIC rate. The portfolio is preferably allocated to highly liquid spot market instruments for all investments.

9. ACCOUNTS RECEIVABLE

COMPANY1CONSOLIDATED

32

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Billed services

1,202,821

1,014,798

6,017,978

5,699,817

Unbilled services

413,304

453,985

928,945

984,062

Handheld devices, accessories, and other assets

95,850

115,632

370,337

619,821

Subtotal

1,711,975

1,584,415

7,317,260

7,303,700

Estimated loss on doubtful debts

(374,803)

(390,728)

(701,026)

(787,145)

Total

1,337,172

1,193,687

6,616,234

6,516,555

1 This amount includes the related-party balances, as shown in Note 28.

The aging list of trade receivables is as follows:

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Current

1,441,024

1,259,070

5,232,962

5,167,408

Past-due up to 60 days

125,366

177,222

604,025

672,673

Past-due from 61 to 90 days

24,074

29,906

137,322

131,798

Past-due from 91 to 120 days

19,920

26,078

125,132

132,562

Past-due from 121 to 150 days

19,459

19,840

96,095

104,628

Over 150 days past-due

82,132

72,299

1,121,724

1,094,631

Total

1,711,975

1,584,415

7,317,260

7,303,700

The movements in the estimated loss on doubtful accounts were as follows:

COMPANY

CONSOLIDATED

Balance at Dec 31, 2018

(390,728)

(787,145)

Estimated loss on doubtful debts

(91,049)

(427,173)

Trade receivables written off as uncollectible

106,974

513,292

Balance at Sep 30, 2019

(374,803)

(701,026)

33

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

10. CURRENT AND DEFERRED INCOME TAXES

ASSETS

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Current recoverable taxes

Recoverable income tax (IRPJ) (i)

20,799

72,936

289,737

287,472

Recoverable social contribution (CSLL) (i)

3

4,349

64,457

91,996

IRRF/CSLL - withholding income taxes (ii)

55,778

69,141

139,191

241,778

Total current

76,580

146,426

493,385

621,246

Deferred recoverable taxes

Income tax and social contribution on temporary

differences1

23,050

Total non-current

23,050

LIABILITIES

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Current taxes payable

Income tax payable

705

36,396

21,628

Social contribution payable

258

10,616

5,398

Total current

963

47,012

27,026

Deferred taxes payable

Income tax and social contribution on temporary

177,116

Total non-current

177,116

1 See movements table below

  1. Refer mainly to prepaid income tax and social contribution that will be offset against federal taxes payable in the future.
  2. Refer to withholding income tax (IRRF) credits on cash investments, derivatives, intragroup loans, government entities, and other amounts that are used as deductions from income tax payable for the years, and social contribution withheld at source on services provided to government agencies.

34

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Movements in deferred income tax and social contribution

COMPANY

Recognized

in deferred

Recognized

Balance at

tax benefit/

directly in

Balance at

12/31/2018

expenses

equity

09/30/2019

Deferred tax assets arising on:

Temporary differences

Provisions

736,907

(728,861)

8,046

Provisions for suspended taxes

20,369

1,880

22,249

Provisions for pension funds and impacts of CPC 33 (R1) (IAS 19 R)

(14,762)

(3,748)

3,849

(14,661)

Estimated loss on doubtful debts

173,766

(5,075)

168,691

Profit sharing

18,115

(11,145)

6,970

Foreign exchange differences

732,978

324,270

1,057,248

Merged goodwill (i)

1,690,507

(209,096)

1,481,411

Other temporary add-backs and deductions

212,929

11,957

1,714

226,600

Onerous obligation

417,123

25,498

442,621

Deferred taxes on temporary differences

3,987,932

(594,320)

5,563

3,399,175

Tax loss carryforwards

4,125,910

37,863

25,095

4,188,868

Total deferred tax assets

8,113,842

(556,457)

30,658

7,588,043

Deferred tax liabilities

Temporary differences and income tax and social contribution of goodwill (ii)

(2,150,343)

1,321,395

(828,948)

Allowance for impairment loss (iii)

(5,963,499)

(764,938)

(30,658)

(6,759,095)

Total deferred tax assets (liabilities)

CONSOLIDATED

Recognized in

deferred tax

Recognized

Balance at

benefit/

directly in

Balance at

12/31/2018

expenses

equity

09/30/2019

Deferred tax assets arising on:

Temporary differences

Provisions

1,244,246

(590,371)

653,875

Provisions for suspended taxes

29,555

4,723

34,278

Provisions for pension funds and impacts of CPC 33 (R1) (IAS 19 R)

(14,095)

(3,747)

2,377

(15,465)

Estimated loss on doubtful debts

478,827

(30,743)

448,084

Profit sharing

94,504

(43,342)

51,162

Foreign exchange differences

1,403,193

518,396

1,921,589

Merged goodwill (i)

1,690,508

(209,097)

1,481,411

Other temporary add-backs and deductions

177,085

757,628

1,714

936,427

Onerous obligation

1,527,924

93,399

1,621,323

Deferred taxes on temporary differences

6,631,747

496,846

4,091

7,132,684

Tax loss carryforwards

13,703,529

471,139

25,095

14,199,763

Total deferred tax assets

20,335,276

967,985

29,186

21,332,447

Deferred tax liabilities

Temporary differences and income tax and social contribution of

goodwill (ii)

(2,532,682)

589,266

(1,943,416)

Allowance for impairment loss (iii)

(17,779,544)

(1,757,417)

(29,186)

(19,566,147)

Total deferred tax assets (liabilities)

23,050

(200,166)

(177,116)

35

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

  1. Refer to: (i) deferred income tax and social contribution assets calculated as tax benefit originating from the goodwill paid on acquisition of the Company and recognized by the merged companies in the course of 2009. The realization of the tax credit arises from the amortization of the goodwill balance based on the STFC license and in the appreciation of property, plant and equipment, the utilization of which is estimated to occur through 2025, and
    1. deferred income tax and social contribution assets originating from the goodwill paid on the acquisition of interests in the Company in2008-2011, recognized by the companies merged with and into Telemar Participações S.A. ("TmarPart") and by TmarPart merged with and into the Company on September 1, 2015, which was based on the Company's expected future profitability and the amortization of which is estimated to occur through 2025.
  2. Refers basically to the tax effects on the appreciation of property, plant and equipment and intangible assets, merged from TmarPart.
  3. The Company, based on the schedule of expected generation of future taxable income, supported by a technical feasibility study and the comparison with the estimate of the annual realization amount of asset and liability temporary differences, revised its deferred taxes recovery estimate and identified and recognized an allowance at recovery value.

  4. The stock of tax loss carryforwards in Brazil and foreign subsidiaries is approximately R$31,151,965 and R$14,432,380, and corresponds to R$10,591,668 and R$3,608,095 in deferred tax assets, respectively, which can be carried forward indefinitely and offset against taxes payable in the future.

11.

OTHER TAXES

ASSETS

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Recoverable State VAT (ICMS) (i)

254,482

280,166

1,291,989

1,240,353

PIS and COFINS (ii)

1,566,210

100,181

3,158,067

215,860

Other

46

23

89,351

63,015

Total

1,820,738

380,370

4,539,407

1,519,228

Current

498,037

232,961

1,476,577

803,252

Non-current

1,322,701

147,409

3,062,830

715,976

LIABILITIES

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

State VAT (ICMS)

176,226

197,606

504,703

556,693

ICMS Convention No. 69/1998

24,336

23,602

66,014

34,113

PIS and COFINS (iii)

66,293

23,731

236,627

235,319

FUST/FUNTTEL/broadcasting fees (iv)

203,204

199,528

665,803

655,022

Other (v)

7,314

12,242

173,367

181,437

Total

477,373

456,709

1,646,514

1,662,584

Current

248,310

233,714

956,370

1,033,868

Non-current

229,063

222,995

690,144

628,716

36

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

  1. Recoverable ICMS arises mostly from prepaid taxes and credits claimed on purchases of property, plant and equipment, which can be offset against ICMS payable within 48 months, pursuant to Supplementary Law 102/2000.
  2. The Company and its subsidiaries had legal proceedings to claim the right to deduct ICMS from the PIS and COFINS tax bases and the recovery of past unduly paid amounts, within the relevant statute of limitations.

In March 2019, the 1stand 2ndRegion Federal Courts (Brasília and Rio de Janeiro) issued final and unappealable decisions favorable to the Company on two of the three main lawsuits of the Company relating to the discussion about the non-levy of PIS and COFINS on ICMS. As for the third most material lawsuit, a final and unappealable decision was issued by the 2ndRegion Federal Court in September 2019.

Accordingly, the Company recognized R$1,498 million in the Company and R$3,087 million on a consolidated basis related to the credits as mentioned above.

The Company is already utilizing part of the credits definitively recognized at court level to offset them against current federal taxes payable and has concurrently been taking the necessary actions to initiate the utilization of the remains tax credits.

  1. Refers basically to the Social Integration Program Tax on Revenue (PIS) and Social Security Funding Tax on Revenue (COFINS) on revenue, financial income, and other income.
  2. The Company and its subsidiaries Telemar and Oi Móvel filed lawsuits to discuss the correct calculation of the contribution to the FUST and in the course of the lawsuits made escrow deposits to suspend its collection. These discussions are also being judged by higher courts and a possible transformation of the deposited amounts into definitive payments should not occur within two (2) years.
  3. Consisting primarily of inflation adjustment to suspended taxes and withholding tax on intragroup loans and interest on capital.

12. JUDICIAL DEPOSITS

In some situations the Company makes, as ordered by courts or even at its own discretion to provide guarantees, judicial deposits to ensure the continuity of ongoing lawsuits. These judicial deposits can be required for lawsuits with a likelihood of loss, as assessed by the Company based on the opinion of its legal counselors, as probable, possible, or remote.

37

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

As set forth by relevant legislation, judicial deposits are adjusted for inflation.

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Civil

3,524,269

3,746,025

5,340,059

5,849,978

Tax

754,261

801,340

2,253,695

2,337,508

Labor

391,875

583,723

909,633

1,197,144

Subtotal:

4,670,405

5,131,088

8,503,387

9,384,630

Estimated loss (i)

(11,325)

(444,407)

(26,448)

(649,910)

Total

4,659,080

4,686,681

8,476,939

8,734,720

Current

1,213,184

1,348,700

1,520,873

1,715,934

Non-current

3,445,896

3,337,981

6,956,066

7,018,786

  1. This amount represents the estimated loss of balances of judicial deposits which are in the process of reconciliation with the obtained statements.

13.

PREPAID EXPENSES

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Costs incurred on the performance of a contract (IFRS 15)

246,246

238,648

1,003,132

912,538

Telecom Inspection Fund (FISTEL) fee

185

138,203

Advertising and publicity

814

580

81,735

135,049

Bank guarantee

10,578

15,840

33,460

40,690

Insurance

12,590

22,458

31,739

48,865

Contractual prepaid expenses

16,195

47,771

Other

21,096

10,873

149,652

81,590

Total

291,509

304,594

1,437,921

1,266,503

Current

178,487

191,087

853,670

743,953

Non-current

113,022

113,507

584,251

522,550

14.

OTHER ASSETS

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Sureties from related parties

71,754

67,621

Advances to and amounts recoverable from suppliers

131,146

382,783

538,590

621,376

Amounts receivable from the sale of property, plant and

equipment items

81,527

85,684

301,816

305,155

Amounts receivable

183,930

211,786

154,326

202,834

Advances to employees

12,604

15,948

63,083

69,635

Other

42,943

43,234

234,470

131,532

Total

523,904

807,056

1,292,285

1,330,532

Current

491,093

787,119

847,744

1,079,670

Non-current

32,811

19,937

444,541

250,862

38

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

15.

INVESTMENTS

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Investment in subsidiaries

16,199,157

16,917,150

Joint arrangements

28,069

31,488

Investments in associates

47,643

44,124

Tax incentives, net of allowances for losses

10,273

10,273

31,876

31,876

Other investments

3,799

3,799

10,596

10,352

Total

16,213,229

16,931,222

118,184

117,840

Summary of the movements in investment balances

COMPANY

CONSOLIDATED

Balance at Dec 31, 2018

16,931,222

117,840

Share of profit (loss) of investees (Note 5)

(3,709,371)

(1,529)

Associates' share of other comprehensive income

3,504

(825)

Reclassification of equity in investees to held-for-sale assets

221,969

1,855

Reclassification of equity in investees to the provision for equity

deficiency

569,410

Advance for future capital increase in subsidiary (*)

2,100,000

Other

96,495

843

Balance at Sep 30, 2019

16,213,229

118,184

  1. Refers to the advance for capital increase held bywholly-owned subsidiary Telemar to discharge its universal service and quality maintenance obligations. The actual capital increase will depend on a preapproval from ANATEL.

The main data related to direct equity interests in subsidiaries, for equity accounting purposes, are as follows:

COMPANY

09/30/2019

In thousands

Shares

Equity interests - %

Profit (loss)

for the

Subsidiaries

Equity

period

Common

Preferred

Total capital

Voting capital

Telemar

16,235,409

(2,939,228)

154,032,213

189,400,783

100

100

Rio Alto

5,322

143

215,538,129

215,538,129

100

100

Oi Holanda

(1,523,736)

(160,144)

100

100

100

Oi Serviços Financeiros

4,295

3,246

799

100

100

PTIF

(2,969,014)

(349,700)

0.042

100

100

CVTEL

(1,217)

(282)

18

100

100

Carrigans

108

0.100

100

100

PT Participações

3,640,584

(221,969)

1,000,000

100

100

Serede

(338,713)

(206,017)

24,431,651

17.51

17.51

39

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BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Equity in investees

Three-month periods

Nine-month period

Provision for negative

ended

ended

Investment value

shareholders' equity

Subsidiaries

09/30/2019

09/30/2018

09/30/2019

09/30/2018

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Telemar

(1,206,176)

(1,602,227)

(2,939,228)

11,207,625

16,235,409

16,951,431

Rio Alto

48

344

143

989

5,322

5,179

Oi Holanda (ii)

(143,874)

(72,511)

(160,144)

(3,193,263)

1,523,736

4,154,419

Oi Serviços Financeiros

1,079

1,663

3,246

5,097

4,295

1,050

PTIF (ii)

(289,926)

(115,291)

(349,700)

(7,850,760)

2,969,014

7,255,948

CVTEL

(114)

(49)

(282)

(171)

1,217

902

Carrigans

108

105

Serede

(35,851)

3,831

(36,074)

7,764

59,309

23,235

Unrealized profits or

losses with investees

(1,986)

2,567

(5,363)

(5,702)

(45,977)

(40,615)

Subtotal:

(1,676,800)

(1,781,673)

(3,487,402)

171,579

16,199,157

16,917,150

4,553,276

11,434,504

PT Participações (i)

(163,939)

4,168

(221,969)

(55,469)

3,640,584

3,721,549

Total

(1,840,739)

(1,777,505)

(3,709,371)

116,110

19,839,741

20,638,699

4,553,276

11,434,504

  1. Refers to the share of profit (loss) of investees and the amount of the investments held in the operations in Africa and Asia, classified asheld-for-sale assets.
  2. With the approval of the JRP, the Oi companies' debts, represented by the bonds, were consolidated at Oi. To document these transactions it was necessary to enter into loan agreements between Oi and Oi Holanda, as well as between Oi and PTIF. These agreements provided for the possibility of paying and settling he total amount due through a capital increase, which was the approach effectively applied by Oi on January 31, 2019, amounting to €665,639,602.32 at Oi Holanda and €1,100,259.843.00 at PTIF.

Summarized financial information

09/30/2019

Subsidiaries

Assets

Liabilities

Revenue

Telemar (i)

36,391,773

20,156,364

4,563,209

Oi Holanda (i)

968,801

2,492,537

PTIF (i)

745,885

3,714,899

Rio Alto

5,302

(20)

Oi Serviços Financeiros

21,564

17,269

390

CVTEL

52

1,269

Serede

1,356,685

1,695,398

1,918,646

(i) Amounts adjusted for consolidation and equity accounting purposes.

40

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

12/31/2018

09/30/2018

Subsidiaries

Assets

Liabilities

Revenue

Telemar (i)

33,718,348

16,766,917

5,129,132

Oi Holanda (i)

549,905

4,704,324

PTIF (i)

686,409

7,919,147

Rio Alto

5,269

90

Oi Serviços Financeiros

22,853

21,803

674

CVTEL

95

997

Serede

1,049,482

1,182,178

1,204,056

(i) Amounts adjusted for consolidation and equity accounting purposes.

16. PROPERTY, PLANT AND EQUIPMENT

COMPANY

Automatic

Transmission

Works in

switching

and other

Right of use

progress

equipment

equipment (1)

Infrastructure

Buildings

- leases

Other assets

Total

Cost of PP&E (gross amount)

Balance at Dec 31, 2018

460,135

6,305,104

24,435,160

6,329,728

1,962,675

2,192,670

41,685,472

Initial adoption of IFRS 16

624,232

624,232

Contractual changes

53,377

53,377

Additions

771,220

64,905

99,067

30,632

9,311

975,135

Write-offs

(8,529)

(23,267)

(78,910)

(8,003)

(72)

(118,781)

Transfers

(1,069,783)

2,180

634,429

331,554

14,214

87,406

Transfer to held-for-sale

assets (See note 29)

(332)

(154,332)

(154,664)

Balance at Sep 30, 2019

153,043

6,307,284

25,111,227

6,681,107

1,822,557

700,238

2,289,315

43,064,771

Accumulated depreciation

Balance at Dec 31, 2018

(6,206,296)

(21,385,206)

(4,422,820)

(1,615,284)

(1,733,032)

(35,362,638)

Depreciation expenses

(13,692)

(358,734)

(333,539)

(26,397)

(39,047)

(27,555)

(798,964)

Write-offs

19,180

68,805

3,570

(6,964)

84,591

Transfer to held-for-sale

assets (See note 29)

325

112,011

112,336

Balance at Sep 30, 2019

(6,219,988)

(21,724,760)

(4,687,229)

(1,529,670)

(35,477)

(1,767,551)

(35,964,675)

Property, plant and equipment, net

Balance at Dec 31, 2018

460,135

98,808

3,049,954

1,906,908

347,391

459,638

6,322,834

Balance at Sep 30, 2019

153,043

87,296

3,386,467

1,993,878

292,887

664,761

521,764

7,100,096

Annual depreciation rate

(average)

10%

12%

10%

9%

8%

15%

  1. Transmission and other equipment include transmission and data communication equipment.

41

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

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COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

CONSOLIDATED

Automatic

Transmission

Works in

switching

and other

Right of use

progress

equipment

equipment (1)

Infrastructure

Buildings

- leases

Other assets

Total

Cost of PP&E (gross amount)

Balance at Dec 31, 2018

3,351,613

20,077,960

62,092,721

30,343,531

4,463,690

6,466,170

126,795,685

Initial adoption of IFRS 16

8,167,932

8,167,932

Contractual changes

462,574

462,574

Additions

5,101,029

190,395

245,542

3,595

209,047

69,072

5,818,680

Write-offs

(36,922)

(53,461)

(864,266)

(96,947)

(421)

(1,052,017)

Transfers

(6,008,032)

71,141

3,729,961

1,956,842

47,276

202,812

Transfer to held-for-sale

assets (See note 29)

(503)

(243,582)

(244,085)

Balance at Sep 30, 2019

2,407,688

20,149,101

65,959,616

31,681,146

4,270,979

8,742,606

6,737,633

139,948,769

Accumulated depreciation

Balance at Dec 31, 2018

(18,940,570)

(47,888,763)

(23,034,282)

(2,814,575)

(5,691,932)

(98,370,122)

Depreciation expenses

(204,483)

(1,846,244)

(1,087,121)

(78,081)

(702,492)

(183,094)

(4,101,515)

Write-offs

48,194

806,897

17,617

(6,907)

865,801

Transfers

85

(1,069)

(261)

326

919

Transfer to held-for-sale

assets (See note 29)

331

163,202

163,533

Balance at Sep 30, 2019

(19,144,968)

(49,687,882)

(23,314,436)

(2,729,128)

(684,875)

(5,881,014)

(101,442,303)

Property, plant and equipment, net

Balance at Dec 31, 2018

3,351,613

1,137,390

14,203,958

7,309,249

1,649,115

774,238

28,425,563

Balance at Sep 30, 2019

2,407,688

1,004,133

16,271,734

8,366,710

1,541,851

8,057,731

856,619

38,506,466

Annual depreciation rate

(average)

10%

12%

10%

9%

11%

15%

(1) Transmission and other equipment include transmission and data communication equipment.

Additional disclosures

Pursuant to ANATEL's concession agreements, the property, plant and equipment items of the Company that are indispensable for the provision of the services provided for in said agreements are considered returnable assets.

As at September 30, 2019, the residual balance of the Company's returnable assets is R$2,984,521 (R$2,900,922 at December 31, 2018) and consists of assets and installations in progress, switching and transmission equipment, payphones, outside network equipment, power equipment, and systems and operation support equipment. On a consolidated basis, this balance amounts to R$8,832,211 (R$8,218,006 at December 31, 2018).

In the period ended September 30, 2019, financial charges and transaction costs incurred on works in progress were capitalized at the average rate of 7% per year.

Movements in the rights of use - leases

COMPANY

42

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BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

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COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Towers

Site

Vehicles

Real estate

Total

Balance at Dec 31, 2018

Initial adoption of IFRS 16

577,340

45,342

1,550

624,232

Contractual changes

53,440

(63)

53,377

Additions

14,343

1,791

14,498

30,632

Write-offs

(8,003)

(8,003)

Balance at Sep 30, 2019

645,123

39,067

14,498

1,550

700,238

Accumulated depreciation

Balance at Dec 31, 2018

Depreciation expenses

(33,357)

(4,592)

(939)

(158)

(39,046)

Write-offs

3,365

204

3,569

Balance at Sep 30, 2019

(29,992)

(4,388)

(939)

(158)

(35,477)

Right of use, net

Balance at Dec 31, 2018

Balance at Sep 30, 2019

615,131

34,679

13,559

1,392

664,761

CONSOLIDATED

Towers

Site

Stores

Vehicles

Real estate

Total

Balance at Dec 31, 2018

Initial adoption of IFRS 16

7,353,507

521,523

117,480

93,615

81,807

8,167,932

Contractual changes

450,417

2,676

2,681

6,800

462,574

Additions

53,303

28,553

13,188

113,903

100

209,047

Write-offs

(11,506)

(74,391)

(2,483)

(7,265)

(1,302)

(96,947)

Balance at Sep 30, 2019

7,845,721

478,361

130,866

200,253

87,405

8,742,606

Accumulated depreciation

Balance at Dec 31, 2018

Depreciation expenses

(549,343)

(69,635)

(23,376)

(45,428)

(14,710)

(702,492)

Write-offs

11,581

2,872

221

2,379

564

17,617

Balance at Sep 30, 2019

(537,762)

(66,763)

(23,155)

(43,049)

(14,146)

(684,875)

Right of use, net

Balance at Dec 31, 2018

Balance at Sep 30, 2019

7,307,959

411,598

107,711

157,204

73,259

8,057,731

43

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

17.

INTANGIBLE ASSETS

COMPANY

Intangible

assets in

Data processing

Regulatory

progress

systems

licenses

Other

Total

Balance at Dec 31, 2018

12,656

2,526,470

14,477,394

539,661

17,556,181

Additions

5,392

27

5,419

Transfers

(5,559)

70,294

(64,735)

Balance at Sep 30, 2019

12,489

2,596,764

14,477,394

474,953

17,561,600

Accumulated amortization

Balance at Dec 31, 2018

(2,510,785)

(9,515,969)

(459,387)

(12,486,141)

Amortization expenses

(24,900)

(531,792)

(1,535)

(558,227)

Expense of impairment losses (see Note 5 (ii))

(3,341,842)

(3,341,842)

Balance at Sep 30, 2019

(2,535,685)

(13,389,603)

(460,922)

(16,386,210)

Intangible assets, net

Balance at Dec 31, 2018

12,656

15,685

4,961,425

80,274

5,070,040

Balance at Sep 30, 2019

12,489

61,079

1,087,791

14,031

1,175,390

Annual amortization rate (average)

20%

20%

23%

CONSOLIDATED

Intangible

assets in

Data processing

Regulatory

progress

systems

licenses

Other

Total

Balance at Dec 31, 2018

27,195

8,981,694

18,602,742

1,904,547

29,516,178

Additions

312,215

2,251

39,871

354,337

Transfers

(328,707)

355,152

(26,445)

Balance at Sep 30, 2019

10,703

9,339,097

18,602,742

1,917,973

29,870,515

Accumulated amortization

Balance at Dec 31, 2018

(8,116,461)

(12,751,835)

(1,699,436)

(22,567,732)

Amortization expenses

(294,731)

(642,532)

(82,153)

(1,019,416)

Transfers

8

(8)

Expense of impairment losses (see Note 5 (ii))

(3,341,842)

(3,341,842)

Balance at Sep 30, 2019

(8,411,184)

(16,736,209)

(1,781,597)

(26,928,990)

Intangible assets, net

Balance at Dec 31, 2018

27,195

865,233

5,850,907

205,111

6,948,446

Balance at Sep 30, 2019

10,703

927,913

1,866,533

136,376

2,941,525

Annual amortization rate (average)

20%

20%

23%

44

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

18.

TRADE PAYABLES

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

ANATEL (*)

2,312,003

2,209,199

7,479,726

7,147,137

Services

745,414

1,030,308

3,690,526

3,397,413

Infrastructure, network and plant maintenance

materials

515,129

685,303

2,667,293

2,861,712

Rental of polls and rights-of-way

82,939

83,553

151,171

191,723

Other

29,456

50,106

352,641

647,856

Adjustment to present value

(1,737,749)

(1,814,087)

(5,185,476)

(5,426,971)

Total

1,947,192

2,244,382

9,155,881

8,818,870

Current

989,896

1,301,537

5,900,431

5,225,862

Non-current

957,296

942,845

3,255,450

3,593,008

Trade payables subject to the Judicial

Reorganization

1,134,914

1,013,342

3,969,222

3,794,610

Trade payables not subject to the Judicial

Reorganization

812,278

1,231,040

5,186,659

5,024,260

Total

1,947,192

2,244,382

9,155,881

8,818,870

  1. Refers for prepetition claims of the Management Regulatory Agency of the Federal Attorney General's Office (AGU) to be settle pursuant to the JRP.

45

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

19. BORROWINGS AND FINANCING Borrowings and financing by type

COMPANY

CONSOLIDATED

Contractual maturity

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Principal

Interest

Foreign currency Senior Notes

7,009,842

7,068,263

7,009,842

7,068,263

Jul 2025

Semiannual

Public debentures

4,520,332

4,358,366

7,040,795

6,788,519

Aug 2023 to Feb 2035

Semiannual

Financial institutions

Local currency

BNDES

989,380

925,271

3,866,618

3,616,074

Mar 2024 to Feb 2033

Monthly

Monthly and

Other

593,270

545,485

2,053,580

1,905,786

Oct 2019 to Feb 2035

semiannual

Foreign currency

986,198

904,553

6,920,691

6,353,322

Foreign

currency

multilateral

financing

369,546

326,376

369,546

326,376

Aug 2024 to Feb 2030

Semiannual

Default payment

Local currency

151,988

151,989

207,035

207,035

Feb 2038 to Feb 2042

Single installment

Foreign currency

1,117,300

1,048,285

4,297,024

4,125,317

Feb 2038 to Feb 2042

Loan and debentures from subsidiaries

(Note 28)

19,322,719

18,610,408

Subtotal

35,060,575

33,938,996

31,765,131

30,390,692

Incurred debt issuance cost

(11,906)

(10,629)

(13,539)

(12,126)

Fair value adjustment (*)

(23,882,611)

(23,593,369)

(13,846,304)

(13,928,660)

Total

11,166,058

10,334,998

17,905,288

16,449,906

Current

130,373

660,172

138,842

672,894

Non-current

11,035,685

9,674,826

17,766,446

15,777,012

  1. The calculation takes into consideration the contractual flows provided for in the JRP, discounted using rates that range from 12.6% per year to 16.4% per year, depending on the maturities and currency of each instrument.

Debt issuance costs by type

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Financial institutions

11,590

10,298

12,924

11,481

Public debentures

316

331

615

645

Total

11,906

10,629

13,539

12,126

Current

1,633

1,290

1,634

1,290

Non-current

10,273

9,339

11,905

10,836

Breakdown of the debt by currency

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Euro

451,788

252,659

284,992

198,931

US dollar

7,108,859

6,878,691

9,158,850

8,617,835

Brazilian reais

3,605,411

3,203,648

8,461,446

7,633,140

Total

11,166,058

10,334,998

17,905,288

16,449,906

46

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Debt breakdown per index

COMPANY

CONSOLIDATED

Index/rate

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Fixed rate

1.75% p.a. - 10.00% p.a.

6,799,859

6,708,094

9,039,332

8,562,117

CDI

80% of CDI

2,553,690

2,235,675

4,530,971

3,949,639

TJLP

2.95% p.a. + TJLP

989,083

924,957

3,865,431

3,614,820

TR

0% p.a.

15,108

10,593

20,580

14,430

Other

0% p.a.

808,318

455,679

448,974

308,900

Total

11,166,058

10,334,998

17,905,288

16,449,906

Maturity schedule of the long-term debt and debt issuance costs allocation schedule

Long-term debt

Debt issuance costs

COMPANY

CONSOLIDATED

COMPANY

CONSOLIDATED

09/30/2019

2020

787

2,617

415

558

2021

2,029

3,953

1,660

1,775

2022

219

970

1,660

1,775

2023

118,557

315,227

1,660

1,775

2024 and following years

34,806,977

31,301,889

4,878

6,023

Total

34,928,569

31,624,656

10,273

11,906

Guarantees

BNDES financing facilities are originally collateralized by receivables of the Company and its subsidiaries Telemar and Oi Móvel. The Company provides guarantees to its subsidiaries Telemar and Oi Móvel for such financing facilities, totaling R$2,877 million.

Covenants

Pursuant to a Clause 17 of Appendix 4.2.4 to the JRP, the Company and its subsidiaries are subject to certain covenants existing in some loan and financing agreements, based on certain financial ratios, including Gross debt-to-EBITDA. The Company monitors on a quarterly basis these terms and conditions of the covenants and the terms and conditions for the period ended September 30, 2019, the Company and its subsidiaries were compliant with all relevant covenants of the agreements.

Changes in borrowings and financing

Interest, inflation

Principal

Tax and

adjustment, and

Fair value

and interest

other

Transfers

12/31/2018

exchange differences

allocation

payment

payments

and other

09/30/2019

Borrowings and financing

16,449,906

2,370,221

82,357

(932,806)

(165,132)

100,742

17,905,288

The Company made the interest payments of the Qualified Bonds, which do not have a grace period for the interest, in August 2019.

47

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

20.

LICENSES AND CONCESSIONS PAYABLE

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Personal Mobile Services (SMP)

39,071

29,530

STFC concessions

22,925

56,089

Total

22,925

39,071

85,619

Current

22,925

39,071

85,619

Correspond to the amounts payable to ANATEL for the radiofrequency concessions and the licenses to provide the SMP services, obtained at public auctions, and STFC service concessions.

21.

LEASES PAYABLE

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Towers

607,684

7,457,983

Site

35,835

425,279

Stores

111,551

Real estate

1,443

76,055

Vehicles

13,679

160,571

Total

658,641

8,231,439

Current

110,306

1,505,995

Non-current

548,335

6,725,444

Movements in leases payable

COMPANY

CONSOLIDATED

Balance at Dec 31, 2018

Initial adoption of IFRS 16

624,232

8,167,932

New contracts

16,289

163,130

Cancellations

(7,882)

(91,412)

Interest

57,353

718,461

Payments

(85,626)

(1,192,144)

Contractual changes

54,275

465,472

Balance at Sep 30, 2019

658,641

8,231,439

Aging list of long-term lease payments

COMPANY

CONSOLIDATED

2020

30,298

378,591

2021

120,277

1,470,818

2022

115,254

1,395,734

2023

109,648

1,303,234

2024 to 2029

465,057

6,110,784

2030 and following years

334,772

3,607,508

Total

1,175,306

14,266,669

0

(626,971)

(7,541,225)

Non-current

548,335

6,725,444

48

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

The present value of leases payable was calculated, based on a projection future payments, discounted using discount rates that range from 10.79% to 12.75% p.a.

Contracts not recognized as leases payable

The Company elected not to recognize a leased not to recognize a lease liability for short-term leases (leases with expected period of 12 months or less) or leases of low value assets. As at September 30, 2019, the payments made under such leases were recognized in profit or loss and amounted to R$817, in the Company and R$45,786, on a consolidated basis. Additionally, the Company also recognized in profit or loss the amount R$99 in the Company and R$6,947, on a consolidated basis, related to variable lease payments.

22. TAX REFINANCING PROGRAM

The outstanding balance of the Tax Debt Refinancing Program is broken down as follows:

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

281,022

Law 11941/09 and Law 12865/2013 tax financing program

322,654

440,162

496,240

PRT (MP 766/2017)

28,404

54,528

PERT (Law 13496/2017)

427

2,438

427

2,438

Total

281,449

353,496

440,589

553,206

Current

55,710

86,154

87,016

142,036

Non-current

225,739

267,342

353,573

411,170

The amounts of the tax refinancing program created under Law 11941/2009, Provisional Act (MP) 766/2017, and Law 13469/2017, divided into principal, fine and interest, which include the debt declared at the time the deadline to join the program (Law 11941/2009 installment plan) was reopened as provided for by Law 12865/2013 and Law 12996/2014, are broken down as follows:

CONSOLIDATED

09/30/2019

12/31/2018

Principal

Fines

Interest

Total

Total

Tax on revenue (COFINS)

13,877

153,112

166,989

199,595

Income tax

1,800

36,680

38,480

44,967

Tax on revenue (PIS)

38,828

35,487

74,315

79,885

Social security (INSS - SAT)

700

412

2,173

3,285

4,774

Social contribution

600

107

10,778

11,485

12,503

Tax on banking transactions (CPMF)

18,968

2,139

29,383

50,490

50,132

PRT - Other Debts - RFB

54,528

PERT - Other debts - RFB

240

187

427

2,438

Other

20,061

3,366

71,691

95,118

104,384

49

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Total

95,074

6,024

339,491

440,589

553,206

The payment schedule is as follows:

COMPANY

CONSOLIDATED

2019

14,247

22,074

2020

55,283

86,589

2021

55,283

86,589

2022

55,283

86,589

2023

55,283

86,589

2024

46,070

72,159

Total

281,449

440,589

The tax debts, as is the case of the debts included in tax refinancing programs, are not subject to the terms of the judicial reorganization terms.

23.

PROVISIONS

Balance breakdown

COMPANY

CONSOLIDATED

Type

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Labor

Overtime

285,570

193,343

828,478

602,673

Indemnities

58,740

46,513

240,781

187,499

Sundry premiums

46,423

35,720

238,213

166,963

Stability/reintegration

70,946

52,144

219,987

160,442

Additional post-retirement benefits

58,365

44,683

119,165

94,691

Salary differences

36,264

24,473

94,612

61,674

Lawyer/expert fees

24,148

18,492

50,425

30,898

Severance pay

7,660

6,700

38,740

31,521

Labor fines

4,344

3,535

32,681

25,921

Employment relationship

244

275

23,568

15,952

Severance Pay Fund (FGTS)

4,965

3,843

13,689

10,804

Joint liability

200

135

2,542

889

Other claims

33,531

28,656

90,897

67,254

Total

631,400

458,512

1,993,778

1,457,181

Tax

State VAT (ICMS)

55,919

67,786

618,302

503,332

Tax on services (ISS)

20

1,269

69,863

76,389

INSS (joint liability, fees, and severance pay)

451

442

23,662

23,100

Other claims

14,805

14,373

57,005

47,262

Total

71,195

83,870

768,832

650,083

Civil

ANATEL

109,842

152,445

540,965

580,182

Corporate

403,029

1,124,037

403,029

1,124,037

Small claims courts

122,935

108,503

237,455

191,839

Other claims

491,175

604,100

1,170,667

1,035,398

Total

1,126,981

1,989,085

2,352,116

2,931,456

50

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Total provisions

1,829,576

2,531,467

5,114,726

5,038,720

Current

264,299

429,075

515,034

680,542

Non-current

1,565,277

2,102,392

4,599,692

4,358,178

In compliance with the relevant Law, the provisions are adjusted for inflation on a monthly basis.

Breakdown of contingent liabilities, per nature

The breakdown of contingent liabilities with a possible unfavorable outcome and, therefore, not recognized in accounting, is as follows:

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Labor

214,539

232,854

699,490

770,982

Tax

5,567,370

5,481,243

28,723,241

27,586,094

Civil

764,277

693,149

1,887,589

1,723,110

Total

6,546,186

6,407,246

31,310,320

30,080,186

Summary of movements in provision balances

COMPANY

Labor

Tax

Civil

Total

Balance at Dec 31, 2018

458,512

83,870

1,989,085

2,531,467

Inflation adjustment

152,934

(3,655)

60,711

209,990

Additions/(reversals)

(24,955)

18,776

(374,261)

(380,440)

Write-offs for payment/terminations

44,909

(27,796)

(548,554)

(531,441)

Balance at Sep 30, 2019

631,400

71,195

1,126,981

1,829,576

CONSOLIDATED

Labor

Tax

Civil

Total

Balance at Dec 31, 2018

1,457,181

650,083

2,931,456

5,038,720

Inflation adjustment

404,214

54,646

262,667

721,527

Additions/(reversals)

279,619

92,634

(186,125)

186,128

Write-offs for payment/terminations

(147,236)

(28,531)

(655,882)

(831,649)

Balance at Sep 30, 2019

1,993,778

768,832

2,352,116

5,114,726

In September 2019 the Company revised the methodology used to calculate the provisions for losses in labor lawsuits and civil lawsuits - Corporate related to the financial participation agreements due to the reprocessing of the estimate model because of the lawsuit termination history under the JRP and the larger accumulated experience.

Guarantees

The Company has bank guarantee letters and guarantee insurance granted by several financial institutions and insurers to guarantee commitments arising from lawsuits, contractual obligations, and biddings with ANATEL. The adjusted amount of contracted bonds and guarantee insurances, effective at September 30, 2019 corresponds to R$4,545,575 (R$5,312,744 at December 31, 2018) in

51

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

the Company and R$12,316,782 (R$13,750,739 at December 31, 2018) on a consolidated basis. The commission charges on these contracts are based on market rates.

52

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

24. OTHER PAYABLES

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Onerous obligation (*)

1,301,827

1,226,833

4,768,597

4,493,894

Unearned revenues

496,704

542,798

1,733,601

1,916,570

Provisions for indemnities payable

701,494

676,984

701,494

676,984

Advances from customers

21,251

15,778

270,250

215,228

Consignment to third parties

14,355

17,528

47,900

56,302

Provision for asset decommissioning

7,054

6,846

17,922

17,395

Other

241,821

255,876

392,476

510,867

Total

2,784,506

2,742,643

7,932,240

7,887,240

Current

473,025

505,784

1,259,356

1,381,919

Non-current

2,311,481

2,236,859

6,672,884

6,505,321

  1. The Company and its subsidiaries are parties to a telecommunications signals transmission capacity supply agreement using submarine cables that connect North America and South America. Since (i) the agreement obligations exceed the economic benefits that are expected to be received throughout the agreement and (ii) the costs are unavoidable, the Company and its subsidiaries recognized, pursuant to CPC 25/IAS 37, an onerous obligation measured at the lowest of net output cost of the agreement brought to present value.

25. SHAREHOLDERS' EQUITY

  1. Issued capital

On January 25, 2019, the Company completed the capital increase provided for by the JRP (Capital Increase - New Funds), with the issue of 3,225,806,451 new common shares, and the issue of 272,148,705 new common shares for private placement aimed at the Backstop Investors, and the issue of 275,985 new common shares related to the Subscription Warrants, all registered, book-entry, and without par value. The capital increase attributed to the capital and the capital reserves was R$500,466 and R$3,837,009, respectively (Note 1).

Subscribed and paid-in capital is R$32,538,937 (R$32,038,471 at December 31, 2018), represented by the following shares, without par value:

Number of shares (in thousands)

09/30/2019

12/31/2018

Total capital in shares

Common shares

5,796,478

2,298,247

Preferred shares

157,727

157,727

Total

5,954,205

2,455,974

Treasury shares

Common shares

31

32,030

Preferred shares

1,812

1,812

Total

1,843

33,842

Outstanding shares

Common shares

5,796,447

2,266,217

Preferred shares

155,915

155,915

Total outstanding shares

5,952,362

2,422,132

53

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

At the Company's Annual Shareholders' Meeting held on April 26, 2019, it was approved the allocation of the profit for the year 2018, amounting to R$24,591,140 to offset prior years' accumulated losses.

  1. Treasury shares

In February 2019, the Company bought back 1,800,000 preferred shares, in trades in the stock market, at a total cost of R$2,572 to ensure the compliance of the obligation assumed by the Company to transfer own shares held in treasury to shareholder Bratel, wholly-owned subsidiary da Pharol, in the context of the settlement entered into by both companies (Note 1).

In April 2019, due to confirmation of the settlement entered into by Oi and Pharol, 32,000,000 common shares and 1,800,000 preferred shares were delivered to Bratel, totaling 33,800,000 shares as provided for by the settlement entered into by the parties (Note 1).

As at September 30, 2019, the Company keeps all its treasury preferred shares pledged as collateral in lawsuits.

  1. Capital reserves

As mentioned in this Note, letter (a), R$3,837,009 refers to the capital increase with new funds that were attributed to the capital reserves, and letter (b), R$2,462,799 refers to the absorption of capital reserves due to the delivery of treasury shares to Bratel.

The capital reserves consist mainly of the reserves described below and according to the following practices:

Special merger goodwill reserve: represents the net amount of the balancing item to goodwill recorded in assets, as provided for by CVM Instruction 319/1999.

Special merger reserve - net assets: represented by: (i) the net assets merged by the Company under the Corporate Reorganization approved on February 27, 2012; and (ii) the net assets merged with and into the Company upon the merger of TmarPart approved on September 1, 2015, pursuant to the provisions of CVM Instruction 319/1999.

  1. Other comprehensive income

The table below shows the impacts disclosed in other comprehensive income:

Other

Valuation

comprehensive

Share issue

adjustments

income

costs

to equity

Total

54

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Balance at Dec 31, 2018

(66,488)

(377,429)

(141,871)

(585,788)

Share issue costs

(416,317)

(416,317)

Actuarial loss

(6,991)

(6,991)

Exchange losses on investment abroad

(21,001)

(21,001)

Balance at Sep 30, 2019

(94,480)

(793,746)

(141,871)

(1,030,097)

  1. Share issue costs

As mentioned in item (a) of this Note, under the commitment agreement entered into with the backstoppers, the Company issued 272,148,705 new common shares, as compensation for the commitments assumed in said agreement, at a cost of R$337,464, recognized in share issuance cost as a contra entry to the capital increase, plus R$78,853 related to expenses incurred in the issue process.

  1. Basic and diluted earnings per share

The table below shows the calculations of basic and diluted earnings per share:

Three-month

Nine-month

Three-month

Nine-month

period ended

period ended

period ended

period ended

09/30/2019

09/30/2019

09/30/2018

09/30/2018

Profit (loss) attributable to owners of the Company

(5,746,889)

(6,737,531)

(1,336,387)

27,949,292

Profit (loss) allocated to common shares - basic and

diluted

(5,596,356)

(6,561,174)

(1,246,039)

24,374,994

Profit (loss) allocated to preferred shares - basic and

diluted

(150,533)

(176,357)

(90,348)

3,574,298

Weighted average number of outstanding shares

(in thousands of shares)

Common shares - basic and diluted

5,796,447

5,785,780

2,150,302

1,063,268

Preferred shares - basic and diluted

155,915

155,515

155,915

155,915

Earnings (losses) per share (in reais):

Common shares - basic and diluted

(0.97)

(1.13)

(0.58)

22.92

Preferred shares - basic and diluted

(0.97)

(1.13)

(0.58)

22.92

Preferred shares will become voting shares if the Company does not pay minimum dividends to which preferred shares are entitled under the Company's Bylaws during three consecutive years.

26. EMPLOYEE BENEFITS

As at September 30, 2019, the liabilities referring to retirement benefits recognized in the balance sheet are as follows:

COMPANYCONSOLIDATED

09/30/2019 12/31/2018 09/30/2019 12/31/2018

Actuarial assets

TCSPREV Plan

59,628

68,619

63,928

68,934

55

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

CELPREV Plan

222

199

Total

59,628

68,619

64,150

69,133

Current

544

4,366

766

4,880

Non-current

59,084

64,253

63,384

64,253

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Actuarial liabilities

Financial obligations - BrTPREV plan (i)

615,156

574,725

615,156

574,725

PAMEC Plan

6,267

4,397

6,267

4,397

Total

621,423

579,122

621,423

579,122

Non-current

621,423

579,122

621,423

579,122

  1. The Company had a financial obligations agreement entered into with Fundação Atlântico intended for the payment of the mathematical provision without coverage by the plan's assets. With the approval and ratification of the JRP, the related claim of Fundação Atlântico against Oi is subject to the new terms and conditions of the JRP.

The Company had a financial obligations agreement, entered into with Fundação Atlântico intended for the payment of the mathematical provision without coverage by the plan's assets. This agreement is subject to the new contract terms required by the JRP.

The obligation under the terms of the judicial reorganization is recognized as an additional commitment whenever the financial obligation is higher than the provision recognized pursuant to CPC 33/IAS 19 (CVM 695).

PENSION PLANS

The Company and its subsidiaries sponsor retirement benefit plans ("Pension Funds") for their employees, provided that they elect to be part of such plan, and current beneficiaries.

The sponsored plans are valued by independent actuaries at the end of the annual reporting period.

The obligations in the balance as at September 30, 2019 were recognized based on the actuarial studies for base date December 31, 2018, prepared using the "Projected Unit Credit Method". The main actuarial assumptions taken into consideration in the actuarial studies as at December 31, 2018 and September 30, 2019 after the revision of the discount rates are as follows:

CONSOLIDATED

MEDICAL CARE

PENSION PLANS

PLANS

PBS-

BrTPREV

TCSPREV

Telemar

TelemarPrev

PBS-A

PBS-TNC

CELPREV

PAMEC

PAMA

Nominal discount rate of actuarial

liability

9.20%

9.20%

9.20%

9.20%

9.20%

9.20%

9.20%

9.20%

9.20%

Estimated inflation rate

4.00%

4.00%

4.00%

4.00%

4.00%

4.00%

4.00%

4.00%

4.00%

Estimated nominal salary increase

index

4.00%

4.00%

4.00%

Per sponsor

N.A.

4.84%

3.59%

N.A.

N.A.

56

FEDERAL PUBLIC SERVICE

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Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Estimated nominal benefit growth

rate

4.00%

4.00%

4.00%

4.00%

4.00%

4.00%

4.00%

N.A.

N.A.

Total expected rate of return on

plan assets

9.20%

9.20%

9.20%

9.20%

9.20%

9.20%

9.20%

9.20%

9.20%

AT-2000

AT-2000

AT-2000

Basic

AT-2000

AT-2000

AT-2000

AT-2000

AT-2000

Basic

Basic

eased by

Basic

Basic

Basic

Basic

Basic

eased by 15%,

eased by 15%,

20%,

eased by 20%,

eased by

eased by

eased by

eased by

segregated by

segregated by

segregated

segregated by

15%,

15%,

15%,

15%,

gender

gender

by gender

gender

segregated

segregated

segregated

segregated

General mortality biometric table

by gender

by gender

N.A.

by gender

by gender

Álvaro

Álvaro

Álvaro

Álvaro

Álvaro

Álvaro

Álvaro

Álvaro

Vindas,

Vindas,

Vindas,

Vindas,

Vindas,

Vindas,

Vindas,

Vindas,

increased

increased

increased

increased

increased

increased

increased

increased

Biometric disability table

by100%

by100%

by100%

by100%

by100%

by100%

N.A.

by100%

by100%

AT-49,

AT-49,

AT-49,

AT-49,

AT-49,

AT-49,

AT-49,

AT-49,

segregated by

segregated by

segregated

segregated by

segregated

segregated

segregated

segregated

Biometric disabled mortality table

gender

gender

by gender

gender

by gender

by gender

N.A.

by gender

by gender

Per sponsor,

null starting at

50 years old

and null for

Settled Benefit

Turnover rate

Per sponsor

Per sponsor

Nil

Nil

Nil

2%

Nil

Nil

Starting age of the benefits

57 years old

57 years old

57 years old

55 years old

N.A.

57 years old

55 years old

N.A.

N.A.

Nominal medical costs growth rate

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

7.43%

7.43%

N.A. = Not applicable.

The main movements in the actuarial assets related to the pension plans in the period ended September 30, 2019 were as follows:

COMPANY

CONSOLIDATED

Balance at Dec 31, 2018

68,619

69,133

Pension plan income, net

4,735

4,770

Payments, contributions and reimbursements

(13,726)

(9,753)

Balance at Sep 30, 2019

59,628

64,150

The main movements in the actuarial liabilities related to pension plans in the period ended September 30, 2019 were as follows:

COMPANY

CONSOLIDATED

Balance at Dec 31, 2018

579,122

579,122

Pension plan costs, net

1,870

1,870

Actuarial interest liabilities

40,431

40,431

Balance at Sep 30, 2019

621,423

621,423

Share-based compensation

The Long-term Incentives Plan currently in effect, granted to certain Company executives, was renewed by the General Creditors' Meeting at the time of the approval of Oi's JRP. This plan seeks a greater alignment with the Company's management cycle and business priorities and consists of paying a gross cash reward, in accordance with the prevailing labor laws and regulations. The gross cash reward is benchmarked to the quotation of Company shares. The beneficiaries are not entitled to

57

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COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

receiving Company shares since the plan does not provide for the transfer of shares to its beneficiaries.

The first installment of this program, referring to 2018, was paid in January 2019.

A new long-term incentives plan based on shares granted the Executives and the Board of Directors (Executive Committee's Stock Option Plan and the Board of Directors' Stock Option Plan) was submitted to and approved at the Extraordinary Shareholders' Meeting held on April 26, 2019.

The purpose of these plans is to allow granting shares to the Beneficiaries, aiming at promoting the engagement of the Company's executives and directors, and keep them committed to ensure the achievements of the strategic goals and also to seek an alignment of these goals with the Company's and its shareholders' medium- and long-term interests.

In light of the opinion issued by the Federal Public Prosecution Office and the Judicial Reorganization Court on the new long-term incentives plans, the Oi's Board of Directors decided and communicated to the Extraordinary Shareholders' Meeting that such plans would only be implemented after the decision of said Court. On June 13, 2019, the Honorable Judge of the 7thCorporate Court of the Rio de Janeiro State Court of Justice issued a new decision clarifying that the effects of the decision to implement the new long-term incentives plans shall remain suspended until the end of the judicial reorganization.

27. SEGMENT REPORTING

The Company's management uses operating segment information for decision-making. The Company identified only one operating segment that corresponds to the telecommunications business in Brazil.

In addition to the telecommunications business in Brazil, the Company conducts other businesses that individually or in aggregate do not meet any of the quantitative indicators that would require their disclosure as reportable business segments. These businesses refer basically to the following companies: Companhia Santomense de Telecomunicações, Listas Telefónicas de Moçambique, ELTA - Empresa de Listas Telefónicas de Angola, and Timor Telecom, which provide fixed and mobile telecommunications services and publish telephone directories, and which have been consolidated since May 2014.

The revenue generation is assessed by Management based on a view segmented by customer, into the following categories:

  • Residential Services, focused on the sale of fixed telephony services, including voice services, data communication services (broadband), and pay TV;
  • Personal Mobility, focused on the sale of mobile telephony services to subscription and prepaid customers, and mobile broadband customers; and
  • SMEs/Corporate, which includes corporate solutions offered to our small,medium-sized, and large corporate customers.

58

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COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

59

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

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COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Telecommunications in Brazil

In preparing the financial information for this reportable segment, the transactions between the companies included in the segment have been eliminated. The financial information of this reportable segment for the periods ended September 30, 2019 and 2018 is as follows:

Three-month period ended

09/30/2019

09/30/2018

Residential

1,802,621

2,083,582

Personal mobility

1,763,282

1,813,305

SMEs/Corporate

1,357,460

1,474,960

Other services and businesses

31,635

59,000

Net operating revenue

4,954,998

5,430,847

Operating expenses

Depreciation and amortization

(1,735,409)

(1,446,502)

Interconnection

(109,296)

(146,061)

Personnel

(604,763)

(654,345)

Third-party services

(1,497,102)

(1,484,890)

Grid maintenance services

(250,508)

(294,370)

Handset and other costs

(33,909)

(43,670)

Advertising and publicity

(147,674)

(73,229)

Rentals and insurance

(675,687)

(1,104,114)

Provisions/reversals

(72,351)

(7,444)

Estimated loss on doubtful debts

(159,586)

(157,508)

Impairment losses

(3,341,842)

Taxes and other expenses

(1,450)

(11,525)

Other operating income (expenses), net

520,685

OPERATING INCOME BEFORE FINANCIAL INCOME (EXPENSES)

AND TAXES

(3,153,894)

7,189

FINANCIAL INCOME (EXPENSES)

Financial income

1,496,991

715,306

Financial expenses

(3,807,125)

(2,201,755)

PRETAX LOSS

(5,464,028)

(1,479,260)

Income tax and social contribution

(145,281)

113,713

LOSS FOR THE PERIOD

(5,609,309)

(1,365,547)

60

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

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COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Nine-month period ended

09/30/2019

09/30/2018

Residential

5,540,606

6,398,969

Personal mobility

5,240,068

5,421,545

SMEs/Corporate

4,194,844

4,546,985

Other services and businesses

111,586

175,246

Net operating revenue

15,087,104

16,542,745

Operating expenses

Depreciation and amortization

(5,120,931)

(4,270,928)

Interconnection

(348,690)

(492,495)

Personnel

(1,788,279)

(1,844,006)

Third-party services

(4,477,296)

(4,339,344)

Grid maintenance services

(781,356)

(836,850)

Handset and other costs

(125,056)

(113,851)

Advertising and publicity

(332,266)

(236,287)

Rentals and insurance

(2,008,789)

(3,185,553)

Provisions/reversals

(186,128)

(167,426)

Estimated loss on doubtful debts

(427,173)

(558,372)

Impairment losses

(3,341,842)

Taxes and other expenses

(5,440)

(192,819)

Other operating income (expenses), net

1,340,475

156,087

OPERATING INCOME BEFORE FINANCIAL INCOME (EXPENSES)

AND TAXES

(2,515,667)

460,901

FINANCIAL INCOME (EXPENSES)

Financial income

2,825,737

31,116,423

Financial expenses

(6,640,899)

(3,637,036)

PRETAX LOSS

(6,330,829)

27,940,288

Income tax and social contribution

(213,025)

(37,370)

PROFIT (LOSS) FOR THE PERIOD

(6,543,854)

27,902,918

Reconciliation of revenue and profit (loss) for the quarter and information per geographic market

In the periods ended September 30, 2019 and 2018, the reconciliation of the revenue from the segment telecommunications in Brazil and total consolidated revenue is as follows:

Three-month period ended

09/30/2019

09/30/2018

Net operating revenue

Revenue related to the reportable segment

4,954,998

5,430,847

Revenue related to other businesses

46,234

50,523

Consolidated net operating revenue (Note 5)

5,001,232

5,481,370

61

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

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COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Nine-month period ended

09/30/2019

09/30/2018

NET OPERATING REVENUE

Revenue related to the reportable segment

15,087,104

16,542,745

Revenue related to other businesses

135,509

152,191

Consolidated net operating revenue (Note 5)

15,222,613

16,694,936

In the periods ended September 30, 2019 and 2018, the reconciliation between the profit (loss) before financial income (expenses) and taxes of the segment telecommunications in Brazil and the consolidated profit (loss) before financial income (expenses) and taxes is as follows:

Three-month period ended

09/30/2019

09/30/2018

Profit (loss) before financial income (expenses) and taxes

Telecommunications in Brazil

(3,153,894)

7,189

Other businesses

(45,030)

(12,928)

Consolidated income before financial income (expenses) and taxes (Note

(3,198,924)

(5,739)

Nine-month period ended

09/30/2019

09/30/2018

Profit (loss) before financial income (expenses) and taxes

Telecommunications in Brazil

(2,515,667)

460,901

Other businesses

(56,589)

(35,532)

Consolidated income before financial income (expenses) and taxes (Note

(2,572,256)

425,368

Total assets, liabilities and tangible and intangible assets per geographic market as at September 30,

2019 are as follows:

09/30/2019

Investment in

tangible and

Total

Total

Tangible

Intangible

intangible

assets

liabilities

assets

assets

assets

Brazil

68,076,872

52,259,927

38,506,466

2,941,525

5,229,538

Other, primarily Africa

4,789,656

525,606

58,697

28,943

16,053

62

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BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

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COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

28.

RELATED-PARTY TRANSACTIONS

Transactions with consolidated related parties

COMPANY

09/30/2019

12/31/2018

ASSETS

Accounts receivable

279,463

174,788

BrT Call Center

38,610

38,610

BrT Multimídia

46,266

46,447

Oi Móvel

7,980

Telemar

193,640

81,160

Serede

947

591

Receivables from related parties (current and non-current)

5,585,888

11,960,680

PTIF (i)

3,464,240

7,555,189

Oi Holanda (i)

1,766,070

4,066,221

PT Participações

355,578

339,270

Other

209,742

525,013

Telemar

73,413

110,678

Oi Móvel

111,774

148,058

Oi Holanda

15,064

47,602

PTIF

209,184

Serede

9,442

9,442

Dommo

49

49

(i) See information in Note 15.

COMPANY

09/30/2019

12/31/2018

Liabilities

Trade payables

232,801

399,758

BrT Call Center

53,649

43,723

BrT Multimídia

58,641

136,963

Oi Móvel

85,555

111,745

Telemar

13,301

26,287

Paggo Administradora

21,655

25,370

Serede

55,670

Borrowings and financing, and debentures (ii)

692,672

377,184

Telemar

34,434

19,161

Oi Holanda

658,238

358,023

Other payables

119,188

115,328

BrT Call Center

203

396

BrT Multimídia

13,539

Oi Móvel

33,030

31,095

Telemar

68,789

61,338

Dommo

7

7

Rio Alto

975

975

Oi Investimentos

7,670

7,978

PT Participações

8,514

  1. The Company conducted loans with and acquires debentures from its subsidiaries under market terms and conditions to finance its operations or repay its debt.

63

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Three-month period ended

COMPANY

09/30/2019

09/30/2018

Revenue

Revenue from services rendered

11,831

10,775

BrT Multimídia

139

140

Oi Móvel

8,563

7,255

Telemar

2,926

3,235

Serede

203

141

Rede Conecta

4

Other operating income

10,124

10,263

BrT Multimídia

1,092

818

Oi Móvel

9,032

9,445

Financial income

1,642,631

3,082,866

Oi Móvel

4,079

Telemar

583

987,160

Serede

10,821

Rede Conecta

4,914

BrT Multimídia

25,549

BrT Call Center

6,339

Oi Holanda

1,199,667

1,592,675

PTIF

425,348

409,403

PT Participações

17,033

41,926

Nine-month period ended

COMPANY

09/30/2019

09/30/2018

Revenue

Revenue from services rendered

36,025

54,850

Oi Internet

133

BrT Multimídia

418

421

Oi Móvel

26,044

28,828

Telemar

9,040

25,043

Serede

523

421

Rede Conecta

4

Other operating income

30,652

30,790

BrT Multimídia

2,729

2,454

Oi Móvel

27,923

28,336

Financial income

1,593,549

23,270,609

Oi Móvel

13,179

Telemar

4,132

1,046,368

Serede

10,821

Rede Conecta

4,914

BrT Multimídia

25,549

BrT Call Center

6,339

Oi Holanda

1,001,463

20,960,368

PTIF

571,646

1,069,826

PT Participações

16,308

133,245

64

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Three-month period ended

COMPANY

09/30/2019

09/30/2018

Operating costs and expenses

(229,826)

(217,739)

BrT Multimídia

(1,220)

(1,224)

Oi Móvel

(8,797)

(15,766)

Telemar

(3,266)

(3,402)

Paggo Administradora

(749)

(1,084)

BrT Call Center

(128,770)

(103,714)

Serede

(87,024)

(92,549)

Financial expenses

(1,191,091)

(1,797,718)

Telemar

(5,091)

11,938

Serede

(992)

BrT Call Center

(418)

BrT Multimídia

(1,683)

Oi Holanda

(1,134,741)

(1,593,978)

PTIF

(48,136)

(193,804)

PT Participações

(30)

(21,874)

Nine-month period ended

COMPANY

09/30/2019

09/30/2018

Operating costs and expenses

(690,583)

(697,851)

BrT Multimídia

(3,663)

(3,667)

Oi Móvel

(31,300)

(51,578)

Telemar

(9,734)

(22,807)

Paggo Administradora

(2,462)

(3,256)

BrT Call Center

(374,540)

(338,798)

Serede

(268,884)

(277,745)

Financial expenses

(1,099,382)

(4,954,591)

Oi Móvel

751,262

Telemar

(15,273)

(331,244)

Serede

(3,262)

BrT Call Center

(1,405)

BrT Multimídia

(5,512)

Oi Holanda

(1,031,819)

(4,557,647)

PTIF

(41,963)

(773,019)

Oi Internet

20

PT Participações

(148)

(43,963)

Credit facilities

The Company may grant credit facilities to its subsidiaries for the purpose of providing working capital for their operating activities. In these cases, maturities can be rescheduled based on these companies' projected cash flows and these facilities bear interest equivalent to 115% of CDI (115% of CDI at December 31, 2018). In the period ended September 30, 2019 there are no outstanding balances between group companies for this purpose since, as approved in the JRP, real-denominated intercompany claims for working capital purposes were extinguished by netting payables and receivables between the Brazilian RJ Debtors.

65

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

The intercompany credit facilities effective at September 30, 2019 are linked to the terms approved in the JRP. The intercompany claims not covered by said netting as provided for in the JRP were restructured and will be paid 20 years after the end of the settlement of all the claims paid under the terms and conditions of the Default Payment Method, adjusted using the TR for real-denominated credit facilities and changes in foreign exchange rates for international credit facilities. Additionally, credit facilities between the Company, a PTIF, and Oi Holanda were created since that in the context of the implementation of the JRP, the financial debt of the RJ Debtors were substantially consolidated in the Company, which issued financial and equity instruments to settle these debts originally recognized by said subsidiaries.

Guarantees

The Company and the other RJ Debtors are jointly and severally liable for the compliance of all obligations set forth by the JRP, as provided therefor.

Transactions with jointly controlled entities, associates, and unconsolidated entities

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Accounts receivable and other assets

6,695

6,359

Other entities

6,695

6,359

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Accounts payable and other liabilities

915

67,753

74,210

Hispamar

915

55,954

66,704

Other entities

11,799

7,506

Three-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Revenue

Revenue from services rendered

120

85

Other entities

120

85

Financial income

113

Other entities

113

Nine-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Revenue

Revenue from services rendered

251

274

Other entities

251

274

Financial income

336

Other entities

336

66

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Three-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Costs/expenses

Operating costs and expenses

(1,048)

(867)

(41,992)

(50,211)

Hispamar

(1,048)

(867)

(35,675)

(43,150)

Other entities

(6,317)

(7,061)

Financial expenses

(7)

Hispamar

(7)

Nine-month period ended

COMPANY

CONSOLIDATED

09/30/2019

09/30/2018

09/30/2019

09/30/2018

Costs/expenses

Operating costs and expenses

(3,776)

(3,259)

(166,066)

(172,675)

Hispamar

(3,776)

(3,259)

(145,737)

(151,028)

Other entities

(20,329)

(21,647)

Financial expenses

(3)

(206)

Hispamar

(3)

(197)

Other entities

(9)

The balances and transactions with jointly controlled entities, associates, and unconsolidated entities result from business transactions carried out in the normal course of operations, namely the provision of telecommunications services by the Company to these entities and the acquisition of these entities' contents and the lease of their infrastructure.

Compensation of key management personnel

As at September 30, 2019, the compensation of the officers responsible for planning, managing and controlling the Company's activities, including the compensation of the directors and executive officers, totaled R$34,642 (R$68,166 at September 30, 2018) in the Company and R$34,642 (R$76,456 at September 30, 2018) on a consolidated basis. The ratification of the JRP by the Court, after its voting and approval by the creditors at the General Creditors' Meeting entailed the payment special in 2018, one-off, nonrecurring compensation to the statutory executive committee, of up to R$15.5 million, net of taxes and charges, as established in the agreements entered into with the executive officers and previously approved by the Company's Board of Directors.

67

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

29. HELD-FOR-SALE ASSETS

The information on the item below should be read together with the financial statements for the year ended December 31, 2018.

COMPANY

CONSOLIDATED

09/30/2019

12/31/2018

09/30/2019

12/31/2018

Operations in Africa (i)

3,640,584

3,721,549

4,789,656

4,923,187

Nonstrategic assets (ii)

42,328

80,552

Total

3,682,912

3,721,549

4,870,208

4,923,187

(i) Operations in Africa - Approval of preparatory actions for the sale of Africatel

At the Board of Directors' meeting held on September 16, 2014, Oi's management was authorized to take all the necessary actions to divest Oi's stake in Africatel, representing at the time 75% of Africatel's share capital, and/or dispose of its assets.

With regard specifically to the indirect interest held by Africatel in Company, on February 27, 2019 the Company was notified of the final decision issued by the Arbitration Court under the arbitration proceeding filed by PT Ventures, an Africatel subsidiary, against the other Unitel's shareholders. The Arbitration Court judged that the other Unitel shareholders had violated several provisions of Unitel's Shareholders' Agreement, which resulted in a significant decrease of PT Ventures' stake in Unitel. The Court also judged that the other Unitel shareholders failed to ensure, after November 2012, that PT Ventures received the same amount of foreign currency-denominated dividends as the other foreign Unitel shareholder.

As a result, the Court ordered the other shareholders to pay PT Ventures, jointly and severally, (i) US$339.4 million plus interest (accrued as from February 20, 2019, using the 12-month US dollar LIBOR plus two percentage points, with annual compounding), corresponding to the loss of value of PT Ventures' stake, in addition to (ii) US$307 million plus interest (simple interest of 7% accrued as from different dates when the dividends not received should have been paid to PT Ventures), in damages resulting from the fact that the other Unitel shareholders failed to ensure, after November 2012, that PT Ventures received the same amount of dividends, in foreign currency, as the other foreign Unitel shareholder, plus (iii) the reimbursement of a significant portions of the fees, court costs, and administrative and arbiters fees and expenses, incurred by PT Ventures on the arbitral proceeding, in a net amount in excess of US$13 million. The Court dismissed all the retrial petitions filed by the other Unitel shareholders ("2019 Arbitration Award").

The Arbitration Award results in a reaffirmation of PT Ventures' rights as shareholder of 25% Unitel's capital, as prescribed by the Shareholders' Agreement. PT Ventures retains all its rights provided for in the Shareholders' Agreement, including the right to appoint the majority of Unitel's Board of Directors' members and the right to receive Unitel's past and future dividends.

Subsequently, at the General Shareholders' Meeting of Unitel held on March 19, 2019 a new Board of Directors was elected consisting of five members, including two appointed by PT Ventures, one of whom will hold the position of Unitel's General Director.

68

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

On August 12, 2019, PT Ventures was notified on the arbitration petition filed with the International Chamber of Commerce ("ICC") by Vidatel Ltd. ("Vidatel"), on of Unitel's shareholders against PT Ventures. In its petition, Vidatel seeks to challenge the 2019 Arbitration Award by submitting arguments relating to the recognition, effectiveness, and feasibility of said award and arguing that the Arbitration Award would have the effect of leading to the unjust enrichment of PT Ventures.

The Company believes that the arbitration proceeding initiated by Vidatel has a delaying tactic with the single goal of disrupting the enforcement of the 2019 Arbitration Award by reopening the discussion of matters that have already been discussed in the arbitration proceeding filed by PT Ventures against the other Unitel shareholders and terminated in February 2019.

Additionally, the Company believes that the ICC is not the appropriate forum to file an arbitration proceeding and analyze the problems alleged by Vidatel, not only because national courts have exclusive jurisdiction on these matters and also because these matters are not within the scope of the arbitration clause greed by Unitel's shareholders, which prescribes that arbitration shall be used to settle disputes relating only to Unitel's shareholders' agreement and violations of Unitel's shareholders' agreement.

PT Ventures filed its response to the arbitration petition on September 11, 2019.

With regard to the indirect stake held by Africatel in Cabo Verde Telecom, S.A. ("CVT"), on May 21, 2019, PT Ventures sold, after the compliance with the conditions precedent, and transferred all the shares it held in CVT, representing 40% of CVT's share capital, to the National Social Security Institute and state-owned company ASA - Empresa Nacional de Aeroportos e Segurança Aérea, S.A., both in Cabo Verde, for the total amount of US$26.3 million, as provided for in Clauses 3.1.3 and 5.1 of the JRP. This sale generated a net gain of R$67 million, recognized in profit or loss.

As a result of said share sale, PT Ventures entered into with the State of Cabo Verde, on the same date, an agreement for the definite termination of the arbitration proceedings filed by PT Ventures against the latter in March 2015, with the International Centre fore for Settlement of Investment Disputes ("ICSID") and the International Chamber of Commerce ("ICC").

The group of assets and liabilities of the African operations are stated at the lower of their carrying amounts and their fair values less costs to sell, and are consolidated in the Company's statement of profit or loss since May 5, 2014.

The main components of the assets held sale and liabilities associated to assets held for sale of the African operations are as follows:

Operations in Africa

09/30/2019

12/31/2018

Held-for-sale assets

4,789,656

4,923,187

Cash, cash equivalents and cash investments

131,989

82,639

Accounts receivable

137,024

108,343

Dividends receivable (i)

2,746,026

2,566,935

69

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

Held-for-sale asset (ii)

1,583,146

1,843,778

Other assets

96,467

145,709

Investments

7,364

19,414

Property, plant and equipment

58,697

108,768

Intangible assets

28,943

47,601

Liabilities directly associated to assets held for sale

525,606

526,870

Borrowings and financing

349

188

Trade payables

36,895

52,064

Other liabilities

488,362

474,618

Non-controlling interests (iii)

163,750

243,491

Total held-for-sale assets, net of the corresponding liabilities - consolidated

4,100,300

4,152,826

Intragroup eliminations

(459,716)

(431,277)

Total held-for-sale assets - Parent company

3,640,584

3,721,549

Investments in Africa

3,640,584

3,721,549

  1. Refers to dividends receivable from Unitel. The Company's recognizes dividends not yet received based on the estimated recoverable amount and takes into account, for this valuation, the existence of legal proceedings filed to collect these amounts and the related US$ interest, the expected favorable decisions on these legal proceedings in time, and the existence of cash at Unitel for the payment of these dividends. The dividends not paid by Unitel to PT Ventures refer to the verified profit for 2005 and the free reserves of2006-2009, in addition to the profits for fiscal years 2011, 2012, 2013, 2014, and 2017, totaling a nominal gross amount of US$825 million.
  2. Refers mainly to the fair value of the indirect interest's financial investment held by PT Ventures, corresponding to 25% of Unitel's share capital, classified as held for sale. The fair value of this investment is driven by a number of estimations concerning the potential outcomes and recoveries from the various legal proceedings which have been instituted on behalf of the Company and its affiliates. In addition, the fair value is estimated based on the internal valuation made, including cash flows forecasts for afive-year period, the choice of a growth rate to extrapolate the cash flows projections, and definition of an appropriate discount rate, calculated based on the weight average cost of capital of 20.7%, taking into consideration Unitel's business environment. The Company has the policy of monitoring and periodically updating the main assumptions and material estimates used in the fair value measurement, and also takes into consideration in this assessment, possible impacts of actual events related to the investment, notably the lawsuits filed against Unitel and its shareholders. As at September 30, 2019 and in the context of the updating of assumptions referred to above, the fair value of the investment in Unitel was R$1,583 million (R$1,760 million at December 31, 2018).
  3. Represented mainly by the Samba Luxco's 14% stake in Africatel and, consequently, in its net assets.
  1. Nonstrategic assets

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Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

On July 16, 2019, the Company disclosed to the market at large through a material fact notice its strategic plan, approved by the Board of Directors, focusing on the improvement of the operating and financial performance, using a sustainable business model, for the purpose of maximizing the Company's value, in the context of the judicial reorganization proceeding. The plan prescribes that part of the financing of the investment strategy will be ensured by selling of the Company's nonstrategic assets. These nonstrategic assets consist basically of: (i) Investment in Unitel, (ii) Towers; (iii) Datacenter; (iv) Properties; and (v) other nonstrategic assets. The Company is engaged in and focused on promoting the sale of said assets and will take all the necessary actions to implement said Plan in the coming periods.

On August 28, 2019, the company approved the sale of the properties included in the strategic plan.

As at September 30, 2019, except for the Investment in Unitel (i) and the properties (iv) that are already measured and disclosed in the balance sheet, the Company assessed and determined that that remaining nonstrategic assets (ii), (iii) and (v), which will be sold in the future, do not substantially meet all the disclosure and measurement requirements set forth by CPC 31 Held-for-saleNoncurrent Assets and Discontinued Operationand, therefore, these asset continue to be disclosed in the group "Property, plant and equipment" (Note 16).

30. OTHER INFORMATION

  1. Agreements entered into by the Company, TmarPart, and Pharol related to the cash investments made in Rio Forte commercial papers

On June 30, 2014, the Company was informed, through a market notice disclosed by Pharol, of the investment made by PTIF and PT Portugal (both, collectively, "Oi Subsidiaries"), companies contributed by Pharol to Oi in the Company's capital increase in May 2014, in a commercial paper of Rio Forte Investments S.A. ("Securities" and "Rio Forte", respectively), a company part of the Portuguese group Espírito Santo ("GES"), when both PTIF and PT Portugal were Pharol subsidiaries.

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BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

In light of the default of the securities by Rio Forte, on September 8, 2014, after obtaining the proper corporate approvals, the Company, the Oi Subsidiaries, TmarPart, and Pharol entered into definitive agreements related to the investments made in the Securities. The agreements provided for (i) an exchange (the "Exchange") through which Oi Subsidiaries transferred the Securities to Pharol in exchange for preferred and common shares of the Company held by Pharol, as well as (ii) the assignment by Oi Subsidiaries of a call option on the Company shares to the benefit of PT ("Call Option").

On March 31, 2015, the Company published a Material Fact Notice on the completion of the Exchange.

The Option became vested with the completion of the Exchange, beginning March 31, 2015, exercisable at any time, over a six-year period, and the number of shares covered by the Option will be decreased at each March 31st.

By September 30, 2019, Pharol had not exercised the Option, in whole or in part, on the Shares Subject to the Option. Accordingly, the following are no longer subject to the Option: (i) beginning March 31, 2016, 4,743,487 common shares and 9,486,974 preferred shares issued by the Company, equivalent to 10% of the Shares Subject to the Option; (ii) beginning March 31, 2017, another 8,538,277 common shares and 17,076,554, equivalent to 18% of the Shares Subject to the Option; and (iii) beginning March 31, 2018, another 8,538,277 common shares and 17,076,554 preferred shares equivalent to 18% of the Shares Subject to the Option; and (iv) beginning March 31, 2019, another 8,538,277 common shares and 17,076,554 preferred shares equivalent to 18% of the Shares Subject to the Option. 17,076,554 common shares and 34,153,108 preferred shares are still subject to the Option.

As at September 30, 2019, the fair value of the Call Option is estimated at R$0.4 million calculated by the Company using the Black-Scholes model and theoretical share volatility assumptions, using the Revenue Approach valuation technique laid down by paragraphs B10 and B11 of CPC 46/IFRS 13 Fair Value Measurement.

  1. Punitive Administrative Proceedings at the CVM

In December 2018, we became aware that the CVM, in the exercise of its duties, initiated two punitive administrative proceedings for acts conducted in connections with the corporate restructuring announced in October 2013 involving Oi and Pharol (former Portugal Telecom), and the capital increase through the public offer of Oi shares concluded in May 2014, for an alleged breach of the Corporate Law, to hold liable certain executives, officers and controlling shareholders at the time of the events.

The Company is not a party to these proceedings. With regard to the indicted executives, if they are held liable in these Punitive Administrative Proceedings, they are subject to a penalty, which range from a warning to a temporary disqualification, during up to 20 years, to hold a director or member of the supervisory board position of a publicly-held company, entity of the securities distribution system, or other entities that depend of CVM authorization or registration.

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BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

  1. Merger of Copart 5 with and into the Company

In March 2019, Copart 5 was merged with and into the Company. The merger had no accounting impacts, since the assets and liabilities of Copart 5 were already presented in the balances of the Company since the main risks and rewards of this transaction remain in the parent company. This merger is one of the stages of the corporate and asset restructuring process of the Oi Group described in the JRP and its purpose is to optimize these companies' operations.

31. EVENTS AFTER THE REPORTING PERIOD

In November 2019, PT Ventures received USD33.1 million in Unitel's extraordinary dividends. The related extraordinary dividends were declared by Unitel at the Shareholders' Meeting of November 16, 2010, in which the shareholders decided on the distribution of profit for the year 2005 and free reserves of 2006-2009.

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BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date - 09/30/2019

01131-2 Oi S.A. - IN JUDICIAL REORGANIZATION

76.535.764/0001-43

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais, unless otherwise stated)

74

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Oi SA published this content on 02 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 December 2019 16:59:06 UTC