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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
THROUGH AUGUST 14,2003

(Commission File No. 1-14477)
 

 
BRASIL TELECOM PARTICIPAÇÕES S.A.
(Exact name of registrant as specified in its charter)
 
BRAZIL TELECOM HOLDING COMPANY
(Translation of Registrant's name into English)
 


SIA Sul, Área de Serviços Públicos, Lote D, Bloco B
Brasília, D.F., 71.215-000
Federative Republic of Brazil
(Address of Regristrant's principal executive offices)



Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ Form 40-F ______

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1)__.

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7)__.

Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.

Yes ______ No ___X___

If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):

 


Brasil Telecom Participações S.A.
 
Report of independent accountants on special review
Quarter ended June 30, 2003
 
 
(A translation of the original report in Portuguese as filed with the Brazilian Securities Commission (CVM) containing quarterly financial information prepared in accordance with accounting practices adopted in Brazil).

Report of independent accountants on special review

(A translation of the original report in Portuguese as filed with the Brazilian Securities Commission (CVM) containing quarterly financial information prepared in accordance with accounting practices adopted in Brazil)

The Shareholders and Board of Directors
Brasil Telecom Participações S.A.
Brasília - DF

We have reviewed the quarterly financial information of Brasil Telecom Participações S.A. for the quarter ended June 30, 2003, comprising the balance sheet and the consolidated balance sheet of the Company and its subsidiaries, the statement of income and the consolidated statement of income, the management report and other relevant information, prepared in accordance with accounting practices adopted in Brazil.

Our review was performed in accordance with auditing standards established by the Brazilian Institute of Accountants (IBRACON) and the Federal Accounting Council, which included: (a) inquiries and discussion with management responsible for the accounting, financial and operational areas of the Company and its subsidiaries regarding the criteria adopted in the preparation of the quarterly information; and (b) review of post-balance sheet information and events, which may have a material effect on the financial and operational position of the Company and its subsidiaries.

Based on our special review, we are not aware of any material changes that should be made to the aforementioned quarterly information for it to be in accordance with accounting practices adopted in Brazil and the regulations issued by the Brazilian Securities Commission, specifically applicable to the mandatory quarterly financial information.

Our review was performed for the purpose of issuing a special review report on the mandatory quarterly financial information. The statement of cash flow represents supplementary information to those statements and is presented to provide additional analysis. This supplementary information was submitted to the same review procedures applied to the quarterly financial information, and, based on our special review, is adequately presented in all material respects, in relation to the quarterly financial information taken as a whole.

July 25, 2003

KPMG Auditores Independentes
CRC-SP-014.428/O-6-“F”-DF

Manuel Fernandes Rodrigues de Sousa
Accountant CRC-RJ-052.428/O-S-DF

FEDERAL PUBLIC SERVICE  
SECURITIES AND EXCHANGE COMMISSION (CVM) CORPORATION LAW
QUARTERLY INFORMATION
COMMERCIAL COMPANY INDUSTRIAL AND OTHERS Base Date - June 30, 2003

REGISTRATION AT THE CVM DOES NOT REQUIRE ANY EVALUATION OF THE COMPANY, BEING ITS DIRECTOR RESPONSIBLE FOR THE VERACITY OF THIS INFORMATION.

01.01 - IDENTIFICATION

1 - CVM CODE
01768-0
2 - COMPANY NAME
BRASIL TELECOM PARTICIPAÇÕES S.A.
3 - GENERAL TAXPAYERS’ REGISTER
02.570.688/0001-70
4 - NIRE
5.330.000.581-8

01.02 - ADDRESS OF COMPANY HEADQUARTERS

1 - COMPLETE ADDRESS
SIA/SUL - ASP - LOTE D - BL B - 1º ANDAR
2 - DISTRICT
SIA
3 - ZIP CODE
71215-000
4 - MUNICIPALITY
BRASILIA
5 - STATE
DF
6 - AREA CODE
061
7 - TELEPHONE NUMBER
415-1440
8 - TELEPHONE NUMBER
415-1256
9 - TELEPHONE NUMBER
415-1119
10 - TELEX
11 - AREA CODE
61
12 - FAX
415-1133
13 - FAX
415-1315
14 - FAX
415-1169
 
15 - E-MAIL
ri@brasiltelecom.com.br

01.03 - MARKET RELATIONS DIRECTOR (Address for correspondence to Company)

1 - NAME
PAULO PEDRÃO RIO BRANCO
2 - COMPLETE ADDRESS
SIA/SUL - ASP - LOTE D- BL A TÉRREO
  3 - DISTRICT
BRASÍLIA
4 - ZIP CODE
71215-000
5 - MUNICIPALITY
BRASILIA
6 - STATE
DF
7 - AREA CODE
061
8 - TELEPHONE NUMBER
415-1440
9 - TELEPHONE NUMBER
-
10 - TELEPHONE NUMBER
-
11 - TELEX
12 - AREA CODE
061
13 - FAX
415-1593
14 - FAX
-
15 - FAX
-
 
15 - E-MAIL
paulopedrao@brasiltelecom.com.br

01.04 - REFERENCE / AUDITOR

CURRENT FISCAL YEAR CURRENT QUARTER PRIOR QUARTER
1 - BEGINNIG 2 - ENDING 3 - QUARTER 4 - BEGINNIG 5 - ENDING 6 - QUARTER 7 - BEGINNING 8 - ENDING
01/01/2003 31/12/2003 2 01/04/2003 30/06/2003 1 01/01/2003 31/03/2003
9 - NAME/COMPANY NAME AUDITOR
KPMG AUDITORES INDEPENDENTES
10 - CVM CODE
00418-9
11 - NAME TECHINICAL RESPONSIBLE
MANUEL FERNANDES RODRIGUES DE SOUSA
12 - CPF TECHINICAL RESPONSIBLE
783.840.017-15

01.05 - COMPOSITION OF PAID CAPITAL

1 - QUANTITY OF SHARES
(IN THOUSANDS)
2 - CURRENT QUARTER
06/30/2003
3 - PRIOR QUARTER
03/31/2002
4 - SAME QUARTER OF PRIOR YEAR
06/30/2001
PAID CAPITAL      
1 - COMMON 134,031,688  134,031,688  132,355,516 
2 - PREFERRED 222,670,188  222,670,188  219,863,511 
3 - TOTAL 356,701,876  356,701,876  352,219,027 
TREASURY SHARES      
4 - COMMON 1,051,100  1,051,100 
5 - PREFERRED
6 - TOTAL 1,051,100  1,051,100 

01.01 - IDENTIFICATION

1 - CVM CODE
01768-0
2 - COMPANY NAME
BRASIL TELECOM PARTICIPAÇÕES S.A.
3 - GENERAL TAXPAYERS’ REGISTER
02.570.688/0001-70
4 - NIRE
5.330.000.581-8

01.06 - COMPANY’S CHARACTERISTICS

1 - TYPE OF COMPANY
INDUSTRIAL, COMMERCIAL COMPANIES AND OTHERS
2 - SITUATION
OPERATING
3 - TYPE OF CAPITAL CONTROL
NATIONAL PRIVATE
4 - ACTIVITY CODE
1990100 - TELECOMMUNICATION
5 - MAIN ACTIVITY
EXPLOITATION OF THE SWITCHED FIXED TELEPHONE SERVICE (STFC)
6 - TYPE OF CONSOLIDATED
TOTAL
7 - TYPE OF ACCOUNTANTS’ REVIEW REPORT
UNQUALIFIED

01.07 - SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED STATEMENT

1 - ITEM 2 - GENERAL TAXPAYERS’ REGISTER 3 - NAME

01.08 - DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER

1 - ITEM 2 - EVENT 3 - APPROVAL 4 - DIVIDEND 5 - BEGINNING PAYMENT 6 - TYPE OF SHARE 7 - VALUE OF THE DIVIDEND PER SHARE
01  RCA 01/31/2003 INTEREST ON CAPITAL   ON 0,0001693762
02  RCA 01/31/2003 INTEREST ON CAPITAL   PN 0,0001693762
03  RCA 03/31/2003 DIVIDEND   ON 0,0001242792
04  RCA 03/31/2003 DIVIDEND   PN 0,0001242792
05  AGO 04/23/2003 INTEREST ON CAPITAL 06/20/2003 ON 0,0003851909
06  AGO 04/23/2003 INTEREST ON CAPITAL 06/20/2003 PN 0,0003851909
07  AGO 04/23/2003 INTEREST ON CAPITAL 06/20/2003 ON 0,0001660938
08  AGO 04/23/2003 INTEREST ON CAPITAL 06/20/2003 PN 0,0001660938

01.09 - CAPITAL STOCK COMPOSITION AND ALTERATION IN CURRENT YEAR

1 - ITEM 2 - ALTERATION DATE 3 - CAPITAL STOCK
(In R$ thousands)
4 - VALUE OF ALTERATION
(In R$ thousands)
5 - ORIGIN OF ALTERATION 6 - QUANTITY OF ISSUED SHARES
(In R$ thousands)
7 - ISSUED PRICE OF SHARES
(In R$)
01 03/17/2003 2,286,344  28,733  CAPITAL RESERVE 4,482,849  0,0160071529 
02 03/17/2003 2,544,432  258,088  PROFIT RESERVE 0,0000000000 

01.10 - MARKET RELATIONS DIRECTOR

1 - DATE
07/25/2003
2 - SIGNATURE
FEDERAL PUBLIC SERVICE  
SECURITIES AND EXCHANGE COMMISSION (CVM) CORPORATION LAW
QUARTERLY INFORMATION
COMMERCIAL COMPANY INDUSTRIAL AND OTHERS Base Date - June 30, 2003

01.01 - IDENTIFICATION

1 - CVM CODE
01768-0
2 - COMPANY NAME
BRASIL TELECOM PARTICIPAÇÕES S.A.
3 - GENERAL TAXPAYERS’ REGISTER
02.570.688/0001-70

02.01 - BALANCE SHEET - ASSETS (IN THOUSANDS OF REAIS) - PARENT COMPANY

1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 06/30/2003 4 - 03/31/2003
1 TOTAL ASSETS 7,114,562  7,135,577 
1.01 CURRENT ASSETS 687,033  718,822 
1.01.01 CASH AND CASH EQUIVALENTS 362,620  254,176 
1.01.02 CREDITS
1.01.03 INVENTORIES
1.01.04 OTHER 324,413  464,646 
1.01.04.01 LOANS AND FINANCING 180,250  139,237 
1.01.04.02 DEFERRED AND RECOVERABLE TAXES 138,491  319,853 
1.01.04.03 JUDICIAL DEPOSITS 5,672  5,556 
1.02 NONCURRENT ASSETS 1,803,202  1,824,435 
1.02.01 OTHER CREDITS
1.02.02 INTERCOMPANY RECEIVABLES 1,523,625  1,460,564 
1.02.02.01 FROM ASSOCIATED COMPANIES
1.02.02.02 FROM SUBSIDIARIES 1,523,625  1,460,564 
1.02.02.02.01 LOANS AND FINANCING 1,523,610  1,460,549 
1.02.02.02.02 ADVANCED FOR FUTURE CAPITAL INCREASE 15  15 
1.02.02.03 FROM OTHER RELATED PARTIES
1.02.03 OTHER 279,577  363,871 
1.02.03.01 LOANS AND FINANCING 123,034  142,449 
1.02.03.02 DEFERRED AND RECOVERABLE TAXES 151,124  215,659 
1.02.03.03 JUDICIAL DEPOSITS
1.02.03.04 INVENTORIES 5,417  5,761 
1.03 PERMANENT ASSETS 4,624,327  4,592,320 
1.03.01 INVESTMENTS 4,614,783  4,582,184 
1.03.01.01 ASSOCIATED COMPANIES
1.03.01.02 SUBSIDIARIES 4,601,605  4,566,721 
1.03.01.03 OTHER INVESTMENTS 13,178  15,463 
1.03.02 PROPERTY, PLANT AND EQUIPMENT 3,738  4,481 
1.03.03 DEFERRED CHARGES 5,806  5,655 

02.02 - BALANCE SHEET - LIABILITIES (IN THOUSANDS OF REAIS - R$) - PARENT COMPANY

1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 06/30/2003 4 - 03/31/2003
2 TOTAL LIABILITIES 7,114,562  7,135,577 
2.01 CURRENT LIABILITIES 184,296  271,003 
2.01.01 LOANS AND FINANCING 146  229 
2.01.02 DEBENTURES 25,351  10,104 
2.01.03 SUPPLIERS 362  1,406 
2.01.04 TAXES, DUTIES AND CONTRIBUTIONS 28,907  24,911 
2.01.04.01 INDIRECT TAXES 4,833  8,042 
2.01.04.02 TAXES ON INCOME 24,074  16,869 
2.01.05 DIVIDENDS PAYABLE 127,507  224,388 
2.01.06 PROVISIONS
2.01.07 RELATED PARTY DEBTS
2.01.08 OTHER 2,023  9,965 
2.01.08.01 PAYROLL AND SOCIAL CHARGES 314  206 
2.01.08.02 CONSIGNMENTS IN FAVOR OF THIRD PARTIES 423  1,203 
2.01.08.03 EMPLOYEE PROFIT SHARING 133  7,938 
2.01.08.04 OTHER LIABILITIES 1,153  618 
2.02 LONG-TERM LIABILITIES 648,506  650,711 
2.02.01 LOANS AND FINANCING 505  638 
2.02.02 DEBENTURES 609,181  600,761 
2.02.03 PROVISIONS
2.02.04 RELATED PARTY DEBTS
2.02.05 OTHER 38,820  49,312 
2.02.05.01 PAYROLL AND SOCIAL CHARGES 38,820  49,312 
2.02.05.02 SUPPLIERS
2.03 DEFERRED INCOME
2.05 SHAREHOLDERS’ EQUITY 6,281,760  6,213,863 
2.05.01 CAPITAL 2,544,432  2,544,432 
2.05.02 CAPITAL RESERVES 361,018  361,018 
2.05.03 REVALUATION RESERVES
2.05.03.01 COMPANY ASSETS
2.05.03.02 SUBSIDIARIES/ASSOCIATED COMPANIES
2.05.04 PROFIT RESERVES 978,085  978,085 
2.05.04.01 LEGAL 187,865  187,865 
2.05.04.02 STATUTORY
2.05.04.03 CONTINGENCIES
2.05.04.04 REALIZABLE PROFITS RESERVES 790,220  790,220 
2.05.04.05 PROFIT RETENTION
2.05.04.06 SPECIAL RESERVE FOR UNDISTRIBUTED DIVIDENDS
2.05.04.07 OTHER PROFIT RESERVES
2.05.05 RETAINED EARNINGS 2,398,225  2,330,328 

03.01 - QUARTERLY STATEMENT OF INCOME (IN THOUSANDS OF REAIS - R$) - PARENT COMPANY

1 - CODE 2 - DESCRIPTION 3 - AMOUNT FOR EQUIVALENT QUARTER OF PRIOR YEAR 04/01/2003 TO 06/30/2003 4 - AMOUNT FOR EQUIVALENT QUARTER OF PRIOR YEAR 01/01/2003 TO 06/30/2003 5 - AMOUNT FOR EQUIVALENT QUARTER OF PRIOR YEAR 04/01/2002 TO 06/30/2002 6 - AMOUNT FOR EQUIVALENT QUARTER OF PRIOR YEAR 01/01/2002 TO 06/30/2002
3.01 GROSS REVENUE FROM SERVICES
3.02 DEDUCTIONS FROM GROSS REVENUE
3.03 NET REVENUE FROM SERVICES
3.04 COST OF SALES0
3.05 GROSS PROFIT
3.06 OPERATING EXPENSES 73,086  89,101  26,913  107,616 
3.06.01 SELLING EXPENSES
3.06.02 GENERAL AND ADMINISTRATIVE EXPENSES (5,535) (10,237) (7,145) (14,395)
3.06.03 FINANCIAL 38,820  (31,148) 49,220  16,184 
3.06.03.01 FINANCIAL INCOME 106,885  205,143  181,006  182,417 
3.06.03.02 FINANCIAL EXPENSES (68,065) (236,291) (131,786) (166,233)
3.06.04 OTHER OPERATING INCOME 6,822  7,216  3,726  4,349 
3.06.05 OTHER OPERATING EXPENSES (804) (1,437) (720) (1,605)
3.06.06 EQUITY GAIN (LOSS) 33,783  124,707  (18,168) 103,083 
3.07 OPERATING INCOME (LOSS) 73,086  89,101  26,913  107,616 
3.08 NONOPERATING INCOME (EXPENSES) 8,541  964  (22,757) (2,135)
3.08.01 REVENUES 1,064  1,064  32,137  105,545 
3.08.02 EXPENSES 7,477  (100) (54,894) (107,680)
3.09 INCOME (LOSS) BEFORE MINORITY INTERESTS 81,627  90,065  4,156  105,481 
3.10 PROVISION FOR INCOME CONTRIBUTION TAXES (13.467) (43,223) 2,618  (27,958)
3.11 DEFERRED INCOME TAX
3.12 INTERESTS/STATUTORY CONTRIBUTIONS (263) (448) (881) (1,415)
3.12.01 INTERESTS (263) (448) (881) (1,415)
3.12.02 CONTRIBUTIONS
3.13 REVERSAL OF INTEREST ON EQUITY 122,000  116,000  116,000 
  INCOME/LOSS FOR THE PERIOD 67,897  168,394  121,893  192,108 
  NUMBER OF SHARES OUTSTANDING (THOUSAND) 355,650,776  355,650,776  352,219,027  352,219,027 
  EARNINGS PER SHARE (REAIS) 0,00019  0,00047  0,00035  0,00055 
  LOSS PER SHARE (REAIS)        

NOTES TO THE FINANCIAL STATEMENTS

Quarter ended June 30, 2003

(In thousands of Brazilian reais)

1. OPERATIONS

Brasil Telecom Participações S.A. (“Company”) was established in accordance with Article 189 of Law 9472/97 - General Telecommunications Law, as part of the TELEBRÁS spin-off process. The spin-off protocol and justification was approved in the Shareholders’ Meeting of May 22, 1998. The Company is a subsidiary of SOLPART Participações S.A., which holds 53.59% of the Company’s voting capital and 20.18% of total capital.

The Company is registered with the Brazilian Securities Commission (CVM) and the Securities and Exchange Commission (SEC) in the USA, and its shares are traded on the main stock exchanges in Brazil and its ADR on the New York Stock Exchange (NYSE).

The Company is a pure holding company, indirectly carrying out operations through Brasil Telecom S.A., a telecommunications operator holding a concession to operate the Switched Fixed Telephone Service (STFC), which is controlled by the Company. Through the operator, it holds concessions to provide local and long-distance services in the Brazilian states of Rio Grande do Sul, Paraná, Santa Catarina, Mato Grosso do Sul, Mato Grosso, Rondônia, Acre, Goiás, Tocantins and the Federal District. The region covered by the concessions has a total area of 2,859,375 square kilometers, corresponding to 34% of the Brazilian territory.

The quality and expansion targets of the Switched Fixed Telecommunications Services - STFC adopted by its operator are available for information of the interested parties in the web site of the Brazilian Telecommunications Agency, ANATEL, on the site www.anatel.gov.br.

The subsidiary Brasil Telecom S.A. controls two wholly-owned subsidiaries: (i) BrT Serviços de Internet S.A. (“BrTI”), a wholly-owned subsidiary incorporated in October 2001, engaged in the provision of Internet services and related activities, becoming operational in the beginning of 2002; and (ii) Brasil Telecom Celular S.A. (“BrT Celular”), incorporated in December 2002, to operate the Mobile Personal Service (SMP), holding a license to serve the same coverage area where the Company operates STFC. At the balance sheet date BrT Celular was initiating its structuring process - pre-operating phase.

The Company also controls Nova Tarrafa Participações Ltda. (“NTP”) and Nova Tarrafa Inc. (“NTI”), being the last one, until the first quarter of 2003, a minority investment and, after promoted a spin-off, became a subsidiarie. NTP and NTI are engaged in holding interest in Internet Group (Cayman) Limited, which, at the balance sheet date, represents a minority interest.

Completing the information on the companies over which the Company exercises indirect control, during the second quarter of 2003, Brasil Telecom Serviços de Internet S.A. made investments in capital interests as a shareholder or quotaholder, gaining control of the following companies:

(i) BrT Cabos Submarinos Group (ex-GlobeNet)

(ii) iBest Group

2. PRESENTATION OF FINANCIAL STATEMENTS

Preparation Criteria

The financial statements were prepared in accordance with accounting practices emanating from Brazilian corporate law, standards of the Brazilian Securities Commission (CVM) and standards applicable to Switched Fixed Telecommunications Services - STFC concessionaires.

As the Company is filed with the Securities and Exchange Commission (SEC), it is subject to its standards, and should prepare financial statements and other information by using criteria that comply with that entity’s requirements. For complying with these requirements and aiming at meeting the market’s information needs, the Company adopts, as a principle, the practice of simultaneously publishing information in both markets in their respective languages.

The notes to the financial statements are presented in thousands of reais, unless demonstrated otherwise in each note. According to each situation, the notes to the financial statement present information related with the Company and the consolidated statements, identified as “PARENT COMPANY” and “CONSOLIDATED” respectively. When the information is common to both situations, it is indicated as “PARENT COMPANY AND CONSOLIDATED”.

Consolidated Financial Statements

The consolidation was made in accordance with CVM Instruction 247/96 and includes the Company and its subsidiaries mentioned in Note 1.

Some of the main consolidation procedures are:

The reconciliation between the Company and consolidated shareholders’ equity and result is presented in Note 36.

3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The criteria mentioned in this note refer to the practices adopted by the Company and its subsidiaries which are reflected in the consolidated balance sheet.

a. Cash and Cash Equivalents: Cash equivalents are short-term, high-liquidity investments, which mature in less than three months. They are recorded at cost, plus income earned to the balance sheet date, not exceeding market value.

b. Trade Accounts Receivable: Receivables from users of telecommunications services are recorded at the amount of the tariff in effect on the date the service is rendered. Unbilled services provided to customers at the balance sheet date are also included in trade accounts receivable. The criterion adopted for making the provision for doubtful accounts takes into account the calculation of the actual percentage losses incurred on each range of accounts receivable. The historic percentages are applied to the current ranges of accounts receivable, also including accounts coming due and the portion yet to be billed, thus composing the amount that could become a future loss, which is recorded as a provision.

c. Inventories: Stated at average acquisition cost, not exceeding replacement cost. Inventories are segregated into inventories for plant expansion and those for maintenance. The inventories to be used in expansion are classified in property, plant and equipment (construction in progress), and inventories to be used in maintenance are classified as current and noncurrent assets. Obsolete items are recorded as Allowance for losses.

d. Investments: Investments in subsidiaries are valued using the equity method. Other investments are recorded at cost less allowance for probable losses, when applicable. The investments resulting from income tax incentives are recognized at the date of investment, and result in shares of companies with tax incentives or investment fund quotas. In the period between the investment date and receipt of shares or quotas, they remain recognized in noncurrent assets. The Company adopts the criterion of using the maximum percentage of tax allocation. These investments are periodically valued at cost or market prices, when the latter is lower, and allowances for losses are recorded if required.

e. Property, Plant and Equipment: Stated at cost of acquisition and/or construction, less accumulated depreciation. Financial charges for financing assets and construction in progress are capitalized.

Maintenance and repair costs, when they represent improvements (increase in installed capacity or useful life) are capitalized, while other costs are charged to, the profit and loss accounts income, on an accrual basis.

Depreciation is calculated under the straight-line method. Depreciation rates used are based on expected useful lives of the assets and in accordance with the standards of the Public Telecommunications Service. The main rates used are set forth in Note 24.

f. Deferred Charges: Segregated between deferred charges on amortization and formation. Main items are goodwill on the acquisition of CRT - Companhia Riograndense de Telecomunicações (incorporated by Brasil Telecom S.A. in December 2000), net of tax savings, costs incurred on installation, reorganization, data processing and other. Amortization is calculated under the straight-line method in accordance with the legislation in force. When the asset does not generate benefits anymore, it is written off against nonoperating income.

g. Income and Social Contribution Taxes: Income and social contribution taxes are accounted for on an accrual basis. These taxes levied on temporary differences, tax losses and the negative social contribution base are recorded under assets or liabilities, as the case may be, according to the assumption of realization or future demand, within the parameters established in the CVM Instruction 371/02.

h. Loans and Financing: Updated to the balance sheet date for monetary or exchange variations and interest incurred to the balance sheet date. Equal restatement is applied to the guarantee contracts to hedge the debt.

i. Provision for Contingencies: Recognized based on its risk assessment evaluation and quantified on economic grounds and based on legal counselors’ opinions on the lawsuits and other contingency factors known as of the balance sheet date. The basis and nature of the provisions are described in Note 7.

j. Recognition of Revenues: Revenues from services rendered are accounted for on the accrual basis. Local calls are charged based on time measurement according to the legislation in force. Revenues from sales of payphone cards are recorded upon sale. In the case of fixed terminals with prepaid subscriptions, the amounts of sales are recorded as advances from customers and revenue is recorded according to the provision of the services.

k. Recognition of Expenses: Expenses are recognized on the accrual basis, considering their relation with revenue realization. Expenses related to other periods are deferred.

l. Financial Income (Expense), Net: Financial income comprises interest earned on accounts receivable settled after maturity and gains on financial investments and hedges, when incurred financial expenses comprises interest incurred and other charges on loans, financing and other financial transactions.

Credited Interest on Capital is included in the financial expenses balance; for financial statement presentation purposes, the amounts are reversed to profit and loss accounts and reclassified as a deduction of retained earnings, in the shareholders’ equity.

m. Research and Development: Costs for research and development are recorded as expenses when incurred, except for expenses with projects linked to the generation of future revenue, which are recorded under deferred assets and amortized over a five-year period after the operations commence.

n. Benefits to Employees: Private pension plans and other retirement benefits sponsored by the Company and its subsidiaries for their employees are managed by SISTEL and Fundação CRT. Contributions are determined on an actuarial basis, when applicable, and accounted for on an accrual basis. As of December 31, 2001, to comply with CVM Instruction 371/00, the subsidiary Brasil Telecom S.A. recorded its actuarial deficit on the balance sheet date against shareholders’ equity, net of its tax effects. As from 2002, as new actuarial revaluation show the necessity for adjustments to the provision, they are recognized in the profit and loss accounts in accordance with the aforementioned instruction. Supplementary information regarding private pension plans and other benefits to employees is described in Note 6.

o. Employees and Directors Profit Sharing: The Company and its subsidiary Brasil Telecom S.A. recognized provisions for employee and directors profit sharing, and the calculation of the amount, which is paid in the year after the provision recognition, is in accordance with the target program established with the labor union in accordance with Law 10.101/00 and the Company’s bylaws.

p. Earnings per thousand shares: Calculated based on the number of shares outstanding at the balance sheet date, which comprises the total number of shares issued net of treasury stock.

4. RELATED-PARTY TRANSACTIONS

Related-party transactions refer to operations carried out by the Company with is parent company, Solpart Participações S.A., and subsidiaries Nova Tarrafa Participações Ltda., Nova Tarrafa Inc. and Brasil Telecom S.A.

Operations between the Company and the related parties are carried out under normal prices and market conditions. The principal transactions are:

Solpart Participações S.A.

Dividends/Interest on Capital: of the interest on Capital accrued in the quarter, the Company assigned the amount of R$25,040 to the parent company. Of this amount, the net part of the withholding tax will be allocated to the dividend to be provisioned at the end of the year. The balance of this liability that includes the provision of the prior year is R$21,284 (R$40,425 on March 31, 2003).

Brasil Telecom S.A.

Dividends/Interest on Capital: in the quarter, the subsidiary credited to the Company Interest on Capital in the amount of R$162,425 (R$78,882 in the same period last year). The balance of this asset as of June 30, 2003, net from the withholding tax including the balance provisioned in 2002, is R$138,062 (R$319,423 as of March 31, 2003).

Loans with Subsidiary: Asset balance as of June 30, 2003 arises from the spin-off of Telebrás and is indexed to exchange variation, plus interest of 1.75% per year, amounting to R$93,363 (R$108,529 on March 31, 2003). Yield recognized in income for the quarter (financial loss) was R$20,505 due to the decrease of the exchange rate of the American dollar against the Brazilian real (R$19,474 of financial income in 2002).

Debentures: On January 27, 2001, the subsidiary issued 1,300 private debentures non-convertible or exchangeable for any type of share, at the unit price of R$1,000, totaling R$1,300,000, for the purpose of financing part of its investment program. All these debentures were acquired by the Company. The nominal value of these debentures will be paid in three installments equivalent to 30%, 30% and 40% with maturities on July 27, 2004, 2005, and 2006, respectively. The debenture remuneration is equivalent to 100% of CDI, received semiannually. The balance of this asset as of June 30, 2003 is R$1,430,247 (R$1,352,020 on March 31, 2003), and the yield recognized in the income for the quarter represents R$152,726 (R$112,425 in 2002).

Accounts Receivable and Payable: arising from transactions related to operating income/expenses due to use of installations and logistic support. As of June 30, 2003, balance payable is R$591 (R$33 payable as of March 31, 2003) and the amounts recorded in income for the quarter are comprising operating Expenses of R$1,101 (R$1,210 in 2002).

Advance for Future Capital Increase - AFAC

Funds for future increase of ownership interest in subsidiaries or investments carried under the cost method are represented as follows:

    PARENT COMPANY CONSOLIDATED
INVESTOR AFAC INVESTEE 06/30/03 03/31/03 06/30/03 03/31/03
  SUBSIDIARIES        
Company Nova Tarrafa Participações Ltda. 15 15 - -
  MINORITY INVESTMENTS        
Brasil Telecom S.A. Vant Telecomunicações S.A. - - 6,315 5,196
TOTAL   15  15  6,315  5,196 

5. MARKET VALUE OF FINANCIAL ASSETS AND LIABILITIES (FINANCIAL INSTRUMENTS) AND RISK ANALYSIS.

The Company and its subsidiary Brasil Telecom S.A. assessed the book value of its assets and liabilities as compared to market or realizable values (fair value), based on information available and valuation methodologies applicable to each case. The interpretation of market data regarding the choice of methodologies requires considerable judgment and determination of estimates to achieve an amount considered adequate for each case. Accordingly, the estimates presented may not necessarily indicate the amounts which can be obtained in the current market. The use of different assumptions for calculation of market value or fair value may have material effect on the obtained amounts. The selection of assets and liabilities presented in this Note was made based on their materiality. Those instruments the value of which approximates the fair value and, whose risk assessment is not significant, are not mentioned.

In accordance with their natures, the financial instruments may involve known or unknown risks; the potential of such risks is important for the best judgment. Thus, there may be risks with or without guarantees, depending on circumstantial or legal aspects. Among the principal market risk factors which can affect the Company’s and subsidiaries’ business are the following:

a. Credit Risk

The majority of the services provided by the subsidiary Brasil Telecom S.A. are related to the Concession Agreement, and a significant portion of these services is subject to the determination of tariffs by the regulatory agency. The credit policy, in case of telecommunications public services, is subject to legal standards established by the concession authority. The risk exists since the subsidiary may incur losses arising from the difficulty in receiving amounts billed to its customers; in the quarter, the Company’s default was 2.51% of the gross revenue (2.60% in the same period last year). By means of internal controls, the level of accounts receivable is constantly monitored, thus limiting the risk of past due accounts by cutting the access to the service (out phone traffic) if the bill is overdue for over 30 days. Exceptions are made for telephone services, which should be maintained for national security or defense. As of March 31, 2003, the subsidiary’s customer portfolio did not include receivables, of which subscribers were, individually, higher than 1% of total service accounts receivable.

b. Exchange Rate Risk

Assets

The Company has loan agreements in foreign currency, and, therefore, subject to exchange rate fluctuation. The amounts of assets exposed to this type of risk are the following:

  PARENT COMPANY CONSOLIDATED
  Book Value Book Value
06/30/03 03/31/03 06/30/03 03/31/03
ASSETS        
Loan agreements with subsidiary 93,363  108,529 
Loans and financing 123,034  142,449  123,034  142,449 
TOTAL 216,397  250,978  123,034  142,449 
NONCURRENT ASSETS 216,397  250,978  123,034  142,449 

The loans receivable in dollars were transferred to the Company at the time of the split off of Telebrás. Due to their original characteristics, no financing is available on the market under similar conditions, which led to the presentation of the book value only.

Liabilities

The Company and the subsidiary Brasil Telecom S.A. has loans and financing contracted in foreign currency. The risk related to these liabilities arises from possible exchange rate fluctuations, which may increase these liabilities balances. Loans subject to this risk represent approximately 4.1% (5.6% on 03/31/03) of the total liabilities. To minimize this type of risk, the subsidiary enters into swap agreements with financial institutions to hedge foreign exchange exposures 44% (37% on 03/31/03) of the debt portion in foreign currency is covered by hedge agreements. Unrealized positive or negative effects of these operations are recorded in income as gain or loss. To the quarter, consolidated net losses totaled R$74,546 (net gain of R$24,415 in the same period in 2002).

Net exposure as per book and market values, at the exchange rate prevailing on the balance sheet date, is as follows:

PARENT COMPANY
  06/30/03 03/31/03
Book
Value
Market
Value
Book
Value
Market
Value
LIABILITIES        
Loans and financing 652  658  867  646 
TOTAL 652  658  867  646 
CURRENT 146  148  228  168 
LONG-TERM 506  510  639  478 

CONSOLIDATED
  06/30/03 03/31/03
Book
Value
Market
Value
Book
Value
Market
Value
LIABILITIES        
Loans and financing 208,195  145,143  230,324  171,315 
TOTAL 208,195  145,143  230,324  171,315 
CURRENT 83,062  25,928  77,810  28,247 
LONG-TERM 125,133  119,215  152,514  143,068 

The method used for calculation of market value (fair value) of loans and financing in foreign currency and hedge instruments was the discounted cash flow, at the market rates prevailing of the balance sheet date.

c. Interest Rate Risk

Assets

The private debentures issued by subsidiary Brasil Telecom S.A were fully subscribed by the Company. Yield from this asset is linked to CDI. The subsidiary also has asset loans totaling R$8,409 (R$13,978 on March 31, 2003) linked to IGP-DI and IPA-OG Column 27 of Getúlio Vargas Foundation - FGV and CDI.

At the balance sheet date, these assets are represented as follows:

  PARENT COMPANY CONSOLIDATED
  Book and Market Value Book and Market Value
06/30/03 03/31/03 06/30/03 03/31/03
ASSETS        
Debentures linked to CDI 1,430,247  1,352,020 
Loans linked to CDI and Col. 27 (FGV) 8,409  13,978 
TOTAL 1,430,247  1,352,020  8,409  13,978 
CURRENT 1,949  7,471 
NONCURRENT ASSETS 1,430,247  1,352,020  6,460  6,507 

The book values are equal to market values since the current conditions for contracting this type of financial instrument are similar to the original conditions.

The sum of the Company’s debentures, loans and financing concentrated in the subsidiary represents 92.5% (91.1% on March 31, 2003) of this type of assets.

Liabilities

In 2000, the Company issued private debentures convertible into preferred shares. This liability was contracted at the interest rate linked to TJLP (Brazilian long-term interest rate). The risk linked to this liability arises from possible increase in this rate.

The subsidiary Brasil Telecom S.A. has loans and financing contracted in local currency subject to interest rates linked to indexing units (TJLP, UMBNDES - Brazilian Social and Economic Development Bank Monetary Unit, CDI-DI-CETIP, etc.). The risk inherent in these liabilities arises from possible variations in these rates. The Parent Company has contracted derivative contracts to hedge 78% of the liabilities subject to the UMBNDES rate, using exchange rate swap contracts, considering the influence of the dollar on the interest rate (basket of currencies) of these liabilities. However, the other market rates are continually monitored to evaluate the need to contract derivatives to protect against the risk of volatility of these rates.

The aforementioned liabilities at the balance sheet date are as follows:

  PARENT COMPANY PARENT COMPANY
  Book and Market Value Book and Market Value
06/30/03 03/31/03 06/30/03 03/31/03
LIABILITIES        
Loans linked to TJLP (including Debentures) 634,531  610,865  2,559,215  2,609,124 
Loans linked to UMBNDES 229,435  281,352 
CDI 927,992  981,853 
Loans linked to IGPM 23,530  25,087 
Other loans 20,439  20,111 
TOTAL 634,531  610,865  3,760,611  3,917,527 
CURRENT 25,351  10,105  1,042,197  581,872 
LONG-TERM 609,180  600,760  2,718,414  3,335,655 

Book and market values are equivalent because the current contractual conditions for these types of financial instruments are similar to those in which they were originated. In case of a hypothetical variation of 1% in the aforementioned rates, unfavorable to the Company, the annual negative impact on income would be approximately R$7,651.

d. Risk of Not Linking Monetary Restatement Indexes to Accounts Receivable

Loan and financing rates contracted by subsidiary Brasil Telecom S.A. are not linked to amounts of accounts receivable. Telephony tariff adjustments do not necessarily follow increases in local interest rates which affect the subsidiary’s debts. Consequently, a risk arises from this lack of linking.

e. Contingency Risks

Contingency risks are assessed according to loss hypotheses, as probable, possible or remote. Contingencies considered as probable risk are recorded in liabilities. Details on this risk are presented in Note 7.

f. Risks Related to Investments

The Company has investments, which are valued using the equity method and stated at acquisition cost. Brasil Telecom S.A. is a subsidiary, the investment of which is carried under the equity method.

Investments in Nova Tarrafa Participações Ltda. and those stated at cost are immaterial in relation to total assets, and the risk related to them would not significantly impact the Company’s results in case of total losses on these investments.

In the balance sheet date the investments were represented as follows:

  06/30/03 03/31/03
Book
Value
Market
Value
Book
Value
Market
Value
INVESTMENTS 4,614,783  4,488,260  4,582,184  3,891,144 
Equity in subsidiaries 4,601,605  4,475,082  4,566,721  3,875,681 
Listed in Stock Exchange 4,561,710  4,435,187  4,539,712  3,838,672 
Not Listed in Stock Exchange 39,895  39,895  37,009  37,009 
Other investments 13,178  13,178  15,463  15,463 

The investment quoted on the stock exchange refers to the interest in Brasil Telecom S.A., and its market value valued based on the market quotations in trading between minority shareholders.

g. Temporary Cash Investment Risks

The Company and its subsidiary Brasil Telecom S.A. have several temporary cash investments in exclusive financial investment funds (FIFs), the assets of which are represented solely by post-fixed federal securities and investment funds in foreign currency, from the subsidiary Brasil Telecom S.A., and there is no credit risk in this type of operation. As of June 30, 2003, the Company had temporary cash investments in the amount of R$361,402 (R$254,155 as of March 31, 2003). Income earned to the balance sheet date is recorded in financial income and amounts to R$29,670 (R$14,947 in 2002). Amounts in the consolidated financial statements are cash investments of R$1,302,530 (R$1,507,272 as of March 31, 2003) and R$103,988 (R$39,240 in 2002) of income earned.

6. BENEFITS TO EMPLOYEES

The benefits described in this note are offered to the employees of the Company, its subsidiary Brasil Telecom S.A. and its wholly-owned subsidiary, BrT Serviços de Internet S.A. and BrT Celular (undergoing structuring on the balance sheet date). These companies are better described together, and can be referred to as “Brasil Telecom (group)” and, for the purpose of the pension scheme cited in this note, are also called “Sponsor”.

Benefits to specific companies are presented as such.

(A) PRIVATE PENSION PLAN

Brasil Telecom (group) sponsors private pension schemes related with retirement for its employees and assisted members, and in the case of the latter, medical assistance in some cases. These plans are managed by two foundations, which are Fundação de Seguridade Social (SISTEL), which originated from certain companies of the former Telebrás System and Fundação dos Empregados da Companhia Riograndense de Telecomunicações (FCRT), which managed the benefit plans of CRT, a company managed by the subsidiary Brasil Telecom S.A. on December 28, 2000.

The bylaws stipulate approval of the supplementary pension policy and the joint liability attributed to the defined benefit plans is linked to the acts signed with the foundations, with the agreement of the Supplementary Pensions Department - SPC, where applicable to the specific plans.

The sponsored plans are valued by independent actuaries on the balance sheet date and, in the case of the defined benefit plans described in this explanatory note, immediate recognition of the actuarial gains and losses is adopted. The full liabilities are provided for plans showing deficits. This measure has been applied since the 2001 financial year, when the regulations of CVM Ruling 371/00 were adopted. In cases that show positive actuarial situations, no assets are recorded due to the legal impossibility of reimbursing the surpluses.

Below the characteristics of the supplementary pension plans sponsored are described.

FUNDAÇÃO SISTEL DE SEGURIDADE SOCIAL (SISTEL)

Plans

TCSPREV (Defined Contribution, Settled Benefit, Defined Benefit)
This defined contribution and settled benefit plan was introduced on February 28, 2000, with the adherence of around 80% of the employees at that time. On December 31, 2001, all the pension plans sponsored by SISTEL were merged, being exceptionally and provisionally approved by the Supplementary Pensions Department - SPC, due to the need for adjustments to the regulations. They were subsequently transformed into defined contribution groups with settled and defined benefits. The plans that were merged into the TCSPREV were the PBS-TCS, PBT-BrT, Convênio de Administração BrT, and the Termo de Relação Contratual Atípica, the conditions established in the original plans being maintained. On March 2003, this plan was suspended to the employees who want to be included in the supplementary pension plans sponsored by the Company. TCSPREV currently attends to around 74% of the staff.

PBS-A (Defined Benefit)
Maintained jointly with other sponsors linked to the provision of telecommunications services and destined for participants that had the status of beneficiaries on January 31, 2000.

PAMA - Health Care Plan for Retired Employees (Defined Contribution)
Maintained jointly with other sponsors linked to the provision of telecommunications services and destined for participants that had the status of beneficiaries on January 31, 2000, and also for the beneficiaries of the PBS-TCS Group, incorporated into the TCSPREV on December 31, 2001. According to a legal/actuarial appraisal, the sponsor's liability is exclusively limited to future contributions.

PAMEC-BrT (Health-care Plan for Supplementary Pension Beneficiaries)
Medical assistance for retirees and pensioners linked with the PBT-BrT, which was incorporated into the TCSPREV on December 31, 2001.

Contributions Established for the Plans

TCSPREV
Contributions to this plan were maintained on the same basis as the original plans incorporated in 2001 for each group of participants, and were established based on actuarial studies prepared by independent actuaries according to regulations in force in Brazil, using the capitalization system to determine the costs. Currently contributions are made by the participants and the sponsor only for the internal groups PBS-TCS (defined benefit) and TCSPREV. In the TCSPREV group, the contributions are credited in individual accounts of each participant, equally by the employee and the sponsor, and the basic contribution percentages vary between 3% and 8% of the participant’s salary, according to age. Participants have the option to contribute voluntarily or sporadically to the plan above the basic contribution, but without equal payments from the sponsor. In the case of the PBS-TCS group, the sponsor's contribution in the quarter was 12% of the payroll of the participants, whilst the employees’ contribution varies according to the age, service time and salary. An entry fee may also be payable depending on the age of entering the plan. The sponsors are responsible for the cost of all administrative expenses and risk benefits. In the quarter contributions by the sponsor to the TCSPREV group represented on average 6.74% of the payroll of the plan participants. TCSPREV currently attends to around 6.08% of the staff.

The Company’s contributions were R$7,268 in the quarter (R$7,611 in 2002).

PBS-A
Contributions may occur in case of accumulated deficit. As of December 31, 2002, the plan recorded a surplus.

PAMA
This plan is sponsored with contributions of 1.5% on payroll of active participants linked to PBS plans, segregated and sponsored by several SISTEL sponsors. In the case of Brasil Telecom (group), the PBS-TCS was incorporated into the TCSPREV plan on December 31, 2001, and became an internal group of the plan.

The company’s contributions for this plan, that are exclusively the responsibility of the sponsors, were R$61 in the quarter (R$79 in 2002).

PAMEC-BrT
Contributions for this plan were fully paid in July 1998 through a single payment.

CIA. RIOGRANDENSE DE TELECOMUNICAÇÕES EMPLOYEES’ FOUNDATION - FCRT

The main purpose of sponsoring FCRT is to maintain the supplementary retirement, pension and other provisions in addition to those provided by the official social security system to participants. The actuarial system for determining the plan’s cost and contributions is collective capitalization, valued annually by an independent actuary. On October 21, 2002, the BrTPREV defined contribution and settled benefits plan was introduced, aimed at active participants linked with the sponsor, self-sponsored and beneficiaries of FCRT.

Plans

BrTPREV
Defined contribution and settled benefits plan to provide supplementary social security benefits in addition to those of the official social security. On March 2003, this plan was provided to the employees from all branches of the Company and to the employees of the subsidiaries, who wanted to be benefited by the supplementary pension plans sponsored. On June 30, 2003, this plan attended to around 16,5% of the staff.

Fundador - Brasil Telecom and Alternative - Brasil Telecom
Defined contribution and settled benefits plan to provide supplementary social security benefits in addition to those of the official social security, now closed to the entry of new participants. On June 30, 2003, there were 16 participants in these plans.

Contributions Established for the Plans

BrTPREV
The contributions to this plan are established based on actuarial studies prepared by independent actuaries according to the regulations in force in Brazil, using the capitalization system to determine the costs. Contributions are credited in individual accounts of each participant, the employee’s and sponsor's contributions being equal, the basic percentage contribution varying between 3% and 8% of the participation salary, according to age. Participants have the option to contribute voluntarily or sporadically to the plan above the basic contribution, but without equal payments from the sponsor. The sponsor is responsible for the cost of administrative expenses on the basic contributions from employees and normal contributions of the Company and risk benefits. In the quarter, contributions by the sponsor represented on average 6.91% of the payroll of the plan participants, whilst the average employee contribution was 6.26%.

In the quarter the Company’s contributions were R$1,190.

FUNDADOR - BRASIL TELECOM AND ALTERNATIVE - Brasil Telecom
The regular contribution by the sponsor in the quarter was an average of 6.17% of the payroll of plan participants, who contributed at variable rates according to age, service time and salary; the average rate was 5.85%. With the Alternative-Brasil Telecom, the participants also pay an entry fee depending on the age of entering the plan.

The usual contributions of the Company in the quarter were R$131 (R$1,588 in 2002).

The technical reserve corresponding to the current value of the Company’s supplementary contribution must be amortized, due to the actuarial deficit of the plans, within the maximum established period of 20 years as from January 2000, according to Circular 66/SPC/GAB/COA from the Supplementary Pensions Department dated January 25, 2002. Of the maximum period established, 18 years and nine months still remain for complete settlement. The amortizing contributions in the quarter were R$28,054 (R$7,933 in 2002) and provided in the statement income the amount of R$40,681.

Resolution CVM 371/2000

A valuation of the supplementary pension schemes sponsored by the Company was made on December 31, 2001, and the actuarial deficit of Fundador and Alternative plans administered by FCRT was recognized directly under shareholders' equity, net of the corresponding taxes, according to the mentioned resolution.

Since the fiscal year 2002, after a new actuarial valuation, the variations of actuarial liabilities have been recognized directly in the income, according to the accrual basis. On June 30, 2003, the provided actuarial liabilities were R$514,467 (R$514,730 on March 31, 2003). The variations are due to expenses forecasted to the current year, informed as expenses to the future year by the time of the last actuarial revaluation on December 31, 2002. The amount provided in the statement of income of the quarter was R$40,681, and payments of R$28,054 were made due to the balance to be amortized.

(B) STOCK OPTION PLAN FOR OFFICERS AND EMPLOYEES

The Extraordinary Shareholders’ Meeting held on April 28, 2000, approved the general plan to grant stock purchase options to officers and employees of the Company and its subsidiaries. The plan authorizes a maximum limit of 10% of the shares of each kind of Company stock. Shares derived from exercising options guarantee the beneficiaries the same rights granted to other Company shareholders. The administration of this plan was entrusted to a management committee appointed by the Board of Directors, which decided only to grant preferred stock options. The plan is divided into two separate programs:

Program A:

This program is granted as an extension of the performance objectives of the Company established by the Board of Directors for a five-year period. Up to June 30, 2003, no stock had been granted.

Program B:

The price of exercising the option is established based on the arithmetic average of the market price of 1000 shares for the last 20 trading sessions prior to granting the option, and will be monetarily restated by the IGP-M between the date of signing the contracts and the payment date.

The right to exercise the option is given in the following way and within the following periods:

The acquisition periods can be anticipated as a result of the occurrence of events or special conditions established in the option contract. Options not exercised up to December 31, 2008 will expire without compensation.

The information related with the general plan to grant stock options is summarized below:

  Preferred stock options(thousand) Average exercise price - R$
Balance as of 03/31/2003 622,364 11.34
Lapsed options (22,928 -
Balance as of 06/30/2003 599,436 11.34
There were no purchase options of these stock options up to the end of the quarter.

(C) OTHER BENEFITS TO EMPLOYEES

Other benefits are granted to employees, such as: health care/dental care, meal allowance, group life insurance, occupational accident allowance, sickness allowance, transportation allowance, and other.

7. PROVISIONS FOR CONTINGENCIES

Brasil Telecom (group) periodically performs an assessment of its contingency risks, and also reviews its lawsuits taking into consideration the legal, economic and accounting aspects. The assessment of these risks aims to classifying them according to the chances of unfavorable outcome among the alternatives of probable, possible or remote, taking into account, as applicable, the opinion of the legal counselors.

For those contingencies, which the risks are classified as probable, provisions are recognized. Contingencies classified as possible or remote are discussed in this note. In certain situations, due to legal requirements or precautionary measures, judicial deposits are made to guarantee the continuity of the cases in litigation. These lawsuits are in progress in various courts, including administrative, lower, and higher courts.

Labor Claims

The provision for labor claims includes an estimate by the Company’s management, supported by the opinion of its legal counselors, of the probable losses related to lawsuits filed by former employees of the Company, and of service providers.

Tax Suits

The provision for tax contingencies refers principally to matters related to tax collections due to differences in interpretation of the tax legislation by Brasil Telecom (group) counselors and the tax authorities. The taxes pending future homologation by tax authorities are subject to total extinction of the tax debt on the expiration date.

Civil Suits

The provision for civil contingencies refers to cases related to contractual adjustments arising from Federal Government economic plans, and other cases.

Contingencies classified as having a probable risk of loss, for which provisions are recorded under liabilities, have the following balances:

Contingencies with a Probable Risk

CONSOLIDATED
NATURE 06/30/03 03/31/03
LABOR 343,406  329,055 
TAX 7,019  12,731 
CIVIL 52,858  56,411 
TOTAL 403,283  398,197 
CURRENT 20,930  21,059 
NONCURRENT 382,353  377,138 

Contingencies with a Possible Risk

The position of contingencies with degrees of risk considered to be possible, and therefore not recorded in the accounts, is the following:

CONSOLIDATED
NATURE 06/30/03 03/31/03
LABOR 572,364  507,333 
TAX 453,417  693,153 
CIVIL 318,291  304,151 
TOTAL 1,344,072  1,504,637 

Contingencies with a Remote Risk

In addition to the claims mentioned, there are also contingencies considered to be of a remote risk to the amount of R$1,015,953 (R$1,275,295 on March 31, 2003) related to financial statements.

The judicial deposits related with contingencies and contested taxes (suspended demand) are described in Note 21.

8. SHAREHOLDERS’ EQUITY

Capital

The Company is authorized to increase its capital by means of a resolution of the Board of Directors to a total limit of 700,000,000,000 (seven hundred billion) common or preferred shares, observing the legal limit of 2/3 (two thirds) for the issue of preferred shares without voting rights.

By means of a resolution of the General Shareholders’ Meeting or the Board of Directors, the Company's capital can be increased by the capitalization of retained earnings or prior reserves allocated by the General Shareholders’ Meeting. Under these conditions, the capitalization can be effected without modifying the number of shares.

The capital is represented by common and preferred stock, with no par value, and it is not mandatory to maintain the proportion between the shares in the case of capital increases.

By means of a resolution of the General Shareholders' Meeting or the Board of Directors, preference rights can be excluded for the issue of shares, subscription bonuses or debentures convertible into shares in the cases stipulated in art. 172 of Corporation Law.

The preferred shares do not have voting rights, except in the cases specified in the sole paragraphs of articles 11 and 14 of the bylaws, but are assured priority in receiving the minimum non-cumulative dividend of 6% per annum, calculated on the amount resulting from dividing the capital by the total number of Company shares, or as from 2002, 3% per annum calculated on the amount resulting from dividing the net book shareholders' equity by the total number of Company shares, whichever is greater.

Subscribed and paid-up capital as of the balance sheet date is R$2,544,432 (R$2,544,432 as of March 31, 2003) represented by shares without par value as follows:

In thousand of shares
TYPE OF SHARES Total of Shares Shares held in treasury Outstanding shares
  06/30/03  03/31/03  06/30/03  03/31/03  06/30/03  03/31/03 
Common 134,031,688  134,031,688  1,051,100  1,051,100  132,980,588  132,980,588 
Preferred 222,670,188  222,670,188  222,670,188  222,670,188 
TOTAL 356,701,876  356,701,876  1,051,100  1,051,100  355,650,776  355,650,776 

  06/30/03 03/31/03
BOOK VALUE PER THOUSAND OUTSTANDING SHARES (R$) 17.66 17.47

Treasury stock

In the calculation of the book value per thousand shares, were deducted 692,000 thousand common shares held in treasury.

Stock Repurchase Program -Relevant Facts on 10/01/02 and 12/27/02

On October 1, 2002 and December 27, 2002: the Company's Board of Directors approved a proposal to repurchase preferred and common stock issued by the Company, for holding in treasury or cancellation or subsequent sale, under the following terms and conditions: (i) the retained earnings account represented the origin of the funds invested in purchasing the stock; (ii) the authorized quantity for the repurchase of Company stock for holding in treasury was limited to 10% of common and preferred shares outstanding; and (iii) the period determined for the acquisition was three months as from the defined date and disclosure of relevant facts.

The exchange of the treasury shares originated from stock options program is presented as follows:

  06/30/03 03/31/03
Preferred shares
(thousands)
Amount Preferred shares
(thousands)
Amount
Opening balance 1,051,100  13,909  692,000  9,175 
Number of shares replaced in circulation 359,100  4,734 
Closing balance 1,051,100  13,909  1,051,100  13,909 

Cost of shares (R$) 06/30/03 03/31/03
Average 13.23 13.23
Minimum 12.40 12.40
Maximum 13.90 13.90
The unit cost of acquisition consider the totality of stock repurchase program.

There were no disposals of these purchased preferred shares up to the end of the quarter.

The quotation of these treasury shares, from the stock options plans, by the market value, was as follows:

  06/30/03  03/31/03 
Number of preferred shares in treasury (thousand of shares) 1,051,100  1,051,100 
Quote per lot of thousand shares at BOVESPA (R$) 15.88  14.70 
Market value 16,691  15,451 

The Company maintains the balance of treasury stock in a separate account. For presentation purposes, the value of the treasury stock is deducted from the reserves that gave rise to it, and is presented as follows:

  RETAINED EARNINGS
06/30/03  03/31/03 
BOOK VALUE 2,412,134  2,344,237 
TREASURY STOCK (13,909) (13,909)
NET BALANCE OF TREASURY STOCK 2,398,225  2,330,328 

Capital Reserves

Capital reserves are recognized in accordance with the following practices:

Reserve for Premium on Subscription of Shares: results from the difference between the amount paid on subscription, and the portion allocated to capital.

Special Goodwill Reserve arising on merger: represents the net value of the contra entry of the goodwill recorded in deferred charges as provided by CVM Instructions 319/99 and 320/99. When the corresponding tax credits are used, the reserve is capitalized, annually, in the name of the controlling shareholder, observing the preferred rights of the other shareholders.

Other Capital Reserves: formed by the contra entry of the funds invested in income tax incentives.

Profit Reserves

The profit reserves are recognized in accordance with the following practices:

Legal Reserve: allocation of five percent of the annual net income, up to twenty percent of paid-up capital or thirty percent of capital plus capital reserves. The Legal Reserve is only used to increase capital, or to offset losses.

Unrealized profit reserve: recognized in the year in which the amount of the mandatory dividend, calculated in accordance with the statutory provisions or with article 202 of Law 6,404/76, exceeds the realized portion of net income. The reserve can offset losses in subsequent years or, when realized, comprise the calculation of net income adjusted for dividend payments. According to the restatement required by Law 10303/1, the income recorded under the unrealized profit reserve as from 2002 financial year should be considered at the value of the dividend postponed. However the unrealized profit reserve formed under the previous regulations, when realized, will continue to form part of the calculation base for the dividends, this the case of unrealized profit reserves existed in the Company.

Retained Earnings

Comprises the remaining balances of net income, adjusted according to the terms of article 202 of Law 6,404/76, or by the recording of adjustments from prior years, if applicable.

Dividends and Interest on Capital

The dividends are calculated in accordance with the Company bylaws and the corporate law. Mandatory minimum dividends are calculated in accordance with article 202 of Law 6,404/76, and the preferred or priority dividends are calculated in accordance with the Company bylaws. As a result of a resolution by the Board of Directors, the Company may pay or credit, as dividends, Interest on Capital (JSCP), under the terms of article 9, paragraph 7, of Law number 9,249, dated December 26, 1995. The interests paid or credited will be offset against the minimum statutory dividend.

The JSCP credited to the shareholders and that will be allocated to dividends, net of income tax, as part of the proposed allocation of income for the current year that will be closed by the end of 2003, and to be submitted for approval of the general shareholder’s meeting, are as follows:

  06/30/03  03/31/03 
INTERESTS ON OWN CAPITAL - JSCP CREDITED 122,000  122,000 
COMMON SHARES 45,632  45,632 
PREFERRED SHARES 76,368  76,368 
WITHHOLDING TAX (IRRF) (18,300) (18,300)
NET JSCP 103,700  103,700 

9. OPERATING REVENUE FROM TELECOMMUNICATIONS SERVICES

  CONSOLIDATED
  06/30/03  06/30/02 
LOCAL SERVICE 3,122,041  2,811,649 
Activation fees 13,744  19,690 
Basic subscription 1,369,196  1,246,310 
Measured service charges 660,000  623,305 
Fixed to mobile calls - VC1 1,026,072  863,612 
Rent 1,020  3,394 
Other 52,009  55,338 
LONG DISTANCE SERVICES 952,749  828,298 
Inter-Sectorial Fixed 511,378  499,770 
Intra-Regional Fixed (Inter-Sectorial) 170,823  158,441 
Fixed to mobile calls - VC2 and VC3 270,276  169,786 
International 272  301 
INTERCONNECTION (USE OF THE NETWORK) 415,719  382,485 
Fixed-Fixed 305,230  296,330 
Mobile-Fixed 110,489  86,155 
LEASE OF MEANS 102,816  129,284 
PUBLIC TELEPHONE 186,866  168,085 
DATA COMMUNICATIONS 352,535  220,571 
SUPPLEMENTARY, INTELLIGENT NETWORK AND ADVANCED TELEPHONY SERVICES 143,077  126,794 
OTHER SERVICES OF THE MAIN ACTIVITY 11,272 
OTHER 13,369  12,223 
GROSS OPERATING REVENUE 5,300,444  4,679,389 
TAXES ON GROSS REVENUE (1,454,668) (1,256,428)
OTHER DEDUCTIONS FROM GROSS REVENUE (57,205) (46,480)
NET OPERATING REVENUE 3,788,571  3,376,481 

10. COST OF SERVICES RENDERED

  CONSOLIDATED
  06/30/03  06/30/02 
PERSONNEL (57,577) (87,178)
MATERIALS (40,654) (42,765)
THIRD-PARTY SERVICES (285,848) (246,155)
INTERCONNECTION (855,250) (737,436)
RENT, LEASING AND INSURANCE (81,152) (93,568)
CONNECTION MEANS (81,720) (5,831)
FISTEL (6,181) (5,727)
DEPRECIATION AND AMORTIZATION (970,582) (934,259)
OTHER (3,245) (2,124)
TOTAL (2,382,209) (2,155,043)

11. SELLING EXPENSES

  CONSOLIDATED
  06/30/03  06/30/02 
PERSONNEL (63,513) (51,821)
MATERIALS (570) (642)
THIRD-PARTY SERVICES (159,964) (173,573)
RENT, LEASING AND INSURANCE (2,098) (6,283)
PROVISION FOR DOUBTFUL ACCOUNTS 3,146  (9,376)
LOSSES ON ACCOUNTS RECEIVABLE (132,946) (121,592)
DEPRECIATION AND AMORTIZATION (2,715) (1,907)
OTHER (256) (189)
TOTAL (358,916) (365,383)

12. GENERAL AND ADMINISTRATIVE EXPENSES

  PARENT COMPANY CONSOLIDATED
  06/30/03  06/30/02  06/30/03  06/30/02 
PERSONNEL (1,983) (3,848) (70,071) (79,375)
MATERIALS (56) (13) (1,654) (1,931)
THIRD-PARTY SERVICES (5,393) (8,376) (184,103) (178,580)
RENT, LEASING AND INSURANCE (1,440) (756) (35,106) (36,501)
DEPRECIATION AND AMORTIZATION (1,350) (1,390) (72,541) (35,559)
OTHER (15) (12) (451) (581)
TOTAL (10,237) (14,395) (363,926) (332,527)

13. OTHER OPERATING INCOME (EXPENSES)

PARENT COMPANY CONSOLIDATED
  06/30/03 06/30/02 06/30/03 06/30/02
TECHNICAL AND ADMINISTRATIVE SERVICES 676  1,316  15,428  14,874 
OPERATIONAL INFRASTRUCTURE RENT AND OTHER TELECOM COMPANIES 21,816  16,734 
FINES (2) (1) 35,887  34,463 
RECOVERED TAXES AND EXPENSES 241  24,724 
WRITE OFF OF REVENUE IN THE PROCESS OF CLASSIFICATION 9,984  17,598 
DIVIDENDS ALLOCATED 1,570 
INVESTMENT DIVIDENDS VALUED AT COST (31)
GAINS/LOSSES ON MAINTENANCE SUPPLIES SALES 6,417  2,083  16,227  7,148 
REDUNDANCY PROGRAM (3,135)
TAXES (OTHER THAN ON GROSS REVENUE, INCOME AND SOCIAL CONTRIBUTION TAXES) (392) (496) (15,416) (12,779)
DONATIONS AND SPONSORSHIPS (50) (5,894) (11,264)
CONTINGENCIES - PROVISION/REVERSAL (32.332) (27,068)
REVERSAL OF OTHER PROVISIONS 20  950  2,143  9,451 
SEVERANCE PAY (397)
COURT FEES (801) (420)
INDEMNITY OF TELEPHONY SERVICES (260)
WRITE-OFF OF AMOUNTS RECOVERABLE & OTHER CREDITS (6,727)
AMORTIZATION OF GOODWILL ON INVESTMENT ACQUISITION (939) (939) (939) (939)
OTHER EXPENSES REVENUE/EXPENSES (1) (119) (6,244) (6,051)
TOTAL 5,779  2,744  39,672  57,919 

14. FINANCIAL INCOME (EXPENSES), NET

PARENT COMPANY CONSOLIDATED
  06/30/03 06/30/02 06/30/03 06/30/02
FINANCIAL INCOME 205,143  182,417  205,484  138,317 
LOCAL CURRENCY 202,442  138,680  160,828  87,939 
ON RIGHTS IN FOREIGN CURRENCY 2,701  43,737  44,656  50,378 
FINANCIAL EXPENSES (236,291) (166,233) (754,158) (445,384)
LOCAL CURRENCY (64,234) (48,853) (439,326) (226,464)
ON LIABILITIES IN FOREIGN CURRENCY (50,057) (1,380) (109,058) (61,747)
INTEREST ON EQUITY (122,000) (116,000) (205,775) (157,173)
TOTAL (31,148) 16,184  (548,674) (307,067)

The Interest on Capital was reversed in the statement of income and deducted from retained earnings, in shareholders’ equity, in accordance with CVM Resolution 207/96.

15. NONOPERATING INCOME (EXPENSES)

PARENT COMPANY CONSOLIDATED
  06/30/03 06/30/02 06/30/03 06/30/02
AMORTIZATION OF GOODWILL ON MERGER (62,007) (62,007)
PROVISION/REVERSAL REALIZABLE VALUE AND FIXED ASSET LOSSES (794) (10,410)
GAIN (LOSS) ON PERMANENT ASSET DISPOSALS (91) (17,481) (6,812)
INVESTMENT GAINS (LOSSES) 1,064  (2,131) 1,064  (2,131)
PROVISION/REVERSAL FOR INVESTMENT LOSSES (9) (4) (351) (1,030)
OTHER NONOPERATING INCOME (EXPENSES) 2,158  5,765 
TOTAL 964  (2,135) (77,411) (76,625)

16. INCOME AND SOCIAL CONTRIBUTION TAXES

PARENT COMPANY CONSOLIDATED
  06/30/03 06/30/02 06/30/03 06/30/02
INCOME BEFORE TAXES AND AFTER EMPLOYEE PROFIT SHARING 89,617  104,066  75,715  177,374 
EXPENSE RELATED TO SOCIAL CONTRIB. TAX (9%) (8,066) 9,366  (6,814) (15,964)
PERMANENT ADDITIONS (3,577) (85) (6,304) (7,667)
EQUITY GAIN (LOSS) (3,491) (561) (192)
OTHER (86) (85) (5,743) (7,475)
PERMANENT EXCLUSIONS 198  1,986  875  598 
EQUITY GAIN (LOSS) 193  1,986  193 
INVEST. LIABILITY CALC. AT COST OF LAPSED ACQUIS./DEBT 643  598 
OTHER 39 
RATE ADJUSTMENT ON DEFERRED AMOUNTS – LONG TERM 527  878 
OTHER (32)
SOCIAL CONTRIB. TAX IN STATEMENT OF INCOME (11,445) (6,938) (12,243) (22,187)
INCOME TAX EXPENSE (10%+15%=25%) (22,404) (26,016) (18,905) (44,344)
PERMANENT ADDITIONS (9,935) (521) (18,833) (24,029)
EQUITY GAIN (LOSS) (9,698) (1,557) (533)
OTHER (237) (521) (17,276) (23,496)
PERMANENT EXCLUSIONS 561  5,517  2,433  2,221 
EQUITY GAIN (LOSS) 535  5,517  535 
INVEST. LIABILITY CALC. AT COST OF LAPSED ACQUIS./DEBT 1,786  1,659 
OTHER 26  112  562 
TAX INCENTIVES 713 
OTHER (70)
CORP. INCOME TAX EXPENSE IN STATEMENT OF INCOME (31,778) (21,020) (35,305) (65,509)
INCOME & SOCIAL CONTRIBUTION TAX EXPENSE IN STATEMENT OF INCOME (43,223) (27,958) (47,548) (87,696)

Income and social contribution taxes are recognized on the accrual basis of accounting. Temporary differences are deferred.

17. CASH AND CASH EQUIVALENTS

PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
CASH 18  17  62  60 
BANKS 1,200  34,946  135,319 
TEMPORARY CASH INVESTMENTS 361,402  254,155  1,302,530  1,507,272 
TOTAL 362,620  254,176  1,337,538  1,642,651 

Temporary cash investments represent amounts invested in portfolios managed by financial institutions, and refer to federal bonds with average yield equivalent to interbank deposit rates (DI CETIP - CDI) plus exchange variation and interest of around 3.3% p.a., and in the investment funds with exchange rate variation plus Libor rate per semester plus interest of 1.5% p.a., inherent to consolidated.

Cash Flow Statement

PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
OPERATIONS        
NET INCOME FOR THE PERIOD 168,394  100,497  170,141  101,371 
MINORITY INTEREST     63,801  47,107 
INCOME ITEMS THAT DO NOT AFFECT CASH FLOW 119,156  98,134  1,687,410  962,958 
Depreciation and amortization 1,350  679  1,045,837  519,955 
Losses on accounts receivable from services 132,946  69,140 
Provision for doubtful accounts (3,146) (1,238)
Provision for contingencies 32,333  18,660 
Deferred taxes 8,044  (8,653) 126,565  130,951 
Amortization of premium paid on the acquisition of investments 62,007  31,004 
Income from writing off permanent assets 91  16,898  10,419 
Financial charges 73,016  27,295  268,805  176,490 
Equity gain (loss) 37,718  71,236 
Investment gain/loss (1,064) 7,577  5,165  7,577 
CHANGES IN ASSETS AND LIABILITIES 39,845  (144,767) (472,093) (413,867)
CASH FLOW FROM OPERATIONS 327,395  53,864  1,449,259  697,569 
         
FINANCING        
Dividends/interest on equity paid during the period (95,847) (166) (178,437) (223)
Loans and financing (29,512) (29,411) (452,778) (198,455)
Loans obtained 23,683  23,363 
Loans paid (9) (251,436) (117,251)
Interest paid (29,503) (29,411) (225,025) (104,567)
Variation in shareholders' equity
Stock repurchase (4,734) (4,734) (4,734) (4,734)
Other cash flow from financing (10.153) 10,593)
CASH FLOW FROM FINANCING (130,093) (34,311) (646,102) (214,005)

INVESTMENTS        
Short-term financial investments (16,366) 60,812  4,939  (630)
Providers of investments (117) 922  (107,238) (19,810)
Income obtained from the sale of permanent assets 9,080  12,860  10,736 
Investments in permanent assets (528) (359) (968,343) (424,172)
Other cash flow from investments (14) (15) (4,000) (3,200)
CASH FLOW FROM INVESTMENTS (7,945) 61,360  (1,061,782) (437,076)
         
CASH FLOW FOR THE PERIOD 189,357  80,913  (258,625) 46,488 

CASH AND CASH EQUIVALENTS        
Closing balance 362,620  254,176  1,337,538  1,642,651 
Opening balance 173,263  173,263  1,596,163  1,596,163 
VARIATION IN CASH AND CASH EQUIVALENTS 189,357  80,913  (258,625) 46,488 

18. TRADE ACCOUNTS RECEIVABLE

  CONSOLIDATED
  06/30/03  03/31/03 
UNBILLED AMOUNTS 662,475  603,294 
BILLED AMOUNTS 1,370,503  1,286,798 
ALLOWANCE FOR DOUBTFUL ACCOUNTS (150,655) (152,530)
TOTAL 1,882,323  1,737,562 
CURRENT 1,252,293  1,105,897 
PAST DUE - 01 TO 30 DAYS 293,288  304,370 
PAST DUE - 31 TO 60 DAYS 123,032  134,280 
PAST DUE - 61 TO 90 DAYS 67,989  94,982 
PAST DUE - 91 TO 120 DAYS 84,885  66,591 
PAST DUE - OVER 120 DAYS 211,491  183,972 

19. LOANS AND FINANCING - ASSETS

  PARENT COMPANY CONSOLIDATED
  06/30/03  03/31/03 06/30/03 03/31/03
LOANS        
LOANS TO SUBSIDIARY 93,363  108,529 
LOANS 123,034  142,449  131,443  156,427 
FINANCING        
DEBENTURES OF SUBSIDIARY 1,430,247   1,352,020 
TOTAL 1,646,644  1,602,998  131,443  156,427 
CURRENT 1,949  7,471 
NONCURRENT 1,646,644  1,602,998  129,494  148,956 

The loans and financing account includes the amount of R$123,034 (R$142,449 on March 31, 2003), related to the assets transferred to Brasil Telecom Participações S.A. in the TELEBRÁS spin-off process, referring to liabilities of Telebrasília Celular S.A. and Telegoiás Celular S.A. through a repass of funds for financing their expansions. These amounts are subject to exchange variation plus interest between 11.55% p.a., and the semiannual Libor rate plus 1% or 1.5% per year. These loans are being challenged in the courts by the holding company of the aforementioned mobile cellular operators, and therefore are not being received. According to the opinion of the Company’s legal counselors, there are no expectations of loss in relation to these receivables.

The income related to the restatement of the charges on these loans receivable is being deferred for tax purposes, and the corresponding deferred income and social contribution taxes are recognized.

20. DEFERRED AND RECOVERABLE TAXES

Deferred income related to income and social contribution taxes

  PARENT COMPANY CONSOLIDATED
  06/30/03  03/31/03 06/30/03 03/31/03
SOCIAL CONTRIBUTION TAX        
DEFERRED SOCIAL CONTRIBUTION TAX on:        
Provision for contingencies 36,289  35,838 
Allowance for doubtful accounts 13,556  13,728 
Negative calculation base 9,134  14,121 
Provision for employee profit sharing 38  104  1,562  3,300 
Unrealized revenue 1,746  1,866 
Goodwill on Bluetel acquisition (CVM Instr. 349/01) 28,492  33,241  28,492  33,241 
Goodwill on CRT acquisition 41,179  45,438 
Provision for pension plan actuarial insufficiency coverage 46,302  46,326 
Other provisions 4,037  3,787 
SUBTOTAL 28,530  33,345  182,297  197,645 
INCOME TAX        
DEFERRED INCOME TAX on:        
Provision for contingencies 100,803  99,549 
Allowance for doubtful accounts 37,656  38,133 
Tax loss carryforwards 17,158  36,148 
Provision for employee profit sharing 106  201  3,840  7,939 
Unrealized revenue 4,851  5,182 
ICMS - 69/98 Agreement 33,447  30,861 
Goodwill on Bluetel acquisition (CVM Instr. 349/01) 79,144  92,335  79,144  92,335 
Goodwill on CRT acquisition 114,385  128,682 
Provision for pension plan actuarial insufficiency coverage 128,617  126,218 
Provision for COFINS/CPMF suspended collection 13,464  12,631 
Other provisions 15,063  11,022 
SUBTOTAL 79,250  92,536  548,428  588,700 
TOTAL 107,780  125,881  730,725  786,345 
CURRENT 71,901  72,319  262,513  298,208 
NONCURRENT 35,879  53,562  468,212  488,137 

The periods during, which the deferred tax assets corresponding to income tax and social contribution on net income (CSLL) are expected to be realized, are shown below, which are derived from temporary differences between book income according on the accrual basis and taxable income. The realization periods are based on a technical study using forecast future taxable income, generated in financial years when the temporary differences will become deductible expenses for tax purposes. This asset is maintained according to the requirements of CVM Instruction 371/02, being a technical study annually, when the closing of the fiscal year, submited to approval of the Management, Board of Directors as well as the fiscal council.

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
2003 53,818  54,123  156,070  228,094 
2004 53,962  71,758  197,130  184,762 
2005 111,448  110,776 
2006 37,977  36,505 
2007 37,977  36,505 
2008 – 2010 86,115  74,357 
2011 – 2012 18,910  23,173 
After 2012 85,098  92,173 
TOTAL 107,780  125,881  730,725  786,345 

The recoverable amount foreseen after the year 2012 is a result of a provision to cover an actuarial insufficiency of FCRT, the liability for which is being settled financially by the Subsidiary Brasil Telecom S.A., according to the maximum period established by the Supplementary Pensions Department (SPC), which is 18 years and 6 months. Despite the time limit stipulated by the SPC and according to the estimated future taxable income, the Subsidiary will be able to recover the amount by offsetting by the year 2007, if it decides to fully anticipate settlement of the debt.

Other Tax Carryforwards

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
INCOME TAX 212,627  218,834  248,036  246,153 
SOCIAL CONTRIBUTION TAX 10,924  10,138  11,716  10,487 
ICMS (state VAT) 34  34  333,286  349,373 
OTHER 2,882  2,655 
TOTAL 223,594  229,015  595,920  608,668 
CURRENT 108,349  66,918  283,018  235,241 
NONCURRENT 115,245  162,097  312,902  373,427 

21. JUDICIAL DEPOSITS

Balances of judicial deposits related with contingencies and contested taxes (suspended demand):

  PARENT COMPANY CONSOLIDATED
NATURE OF RELATED LIABILITIES 06/30/03 03/31/03 06/30/03 03/31/03
LABOR 176,159  162,336 
CIVIL 4,342  3,107 
TAX        
CHALLENGED TAXES - ICMS 69/98 AGREEMENT 132,803  122,921 
OTHER 63,258  59,902 
TOTAL 376,562  348,266 
CURRENT 24,671  8,728 
NONCURRENT 351,891  339,538 

22. OTHER ASSETS

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
RECEIVABLES FROM OTHER TELECOM COMPANIES 52,473  49,102 
ADVANCES TO SUPPLIERS 22,036  39,412 
CONTRACTUAL GUARANTEES AND RETENTIONS 148  148  70,857  15,935 
ADVANCES TO EMPLOYEES 75  74  30,888  26,740 
RECEIVABLES FROM SALE OF ASSETS 7,664  9,666 
PREPAID EXPENSES 8,062  8,670  133,817  74,562 
ASSETS FOR SALE 2,354  2,385 
TAX INCENTIVES 14,473  14,473 
COMPULSORY DEPOSITS 1,750  1,750 
OTHER 2,804  2,425  14,514  13,071 
TOTAL 11,089  11,317  350,826  247,096 
CURRENT 5,672  5,556  170,854  171,113 
NONCURRENT 5,417  5,761  179,972  75,983 

23. INVESTMENTS

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
INVESTMENT VALUED USING THE EQUITY METHOD 4,601,605  4,566,721 
GOODWILL ON ACQUISITION OF INVESTMENTS 4,539  5,009  128,482  5,009 
INVESTMENTS VALUED USING THE ACQUISITION COST 6,895  8,701  184,483  192,322 
TAX INCENTIVES (NET OF ALLOWANCE FOR LOSSES) 1,744  1,753  28,124  28,626 
OTHER INVESTMENTS 598  350 
TOTAL 4,614,783  4,582,184  341,687  226,307 

Investments valued using the equity method: comprise the Company’s ownership interest in its subsidiaries Brasil Telecom S.A., and Nova Tarrafa Participações Ltda., the principal data of which are as follows:

  BT S.A. NTP (Ltda.) NTI
SHAREHOLDERS’ EQUITY 6,886,608  37,014  2,881 
CAPITAL 3,373,097  32,625  2,881 
BOOK VALUE PER SHARE/SHAREQUOTA (R$) 0,013  1,13  2,872,00 
NET INCOME/(LOSS) IN THE QUARTER 187,442  (9)
NUMBER OF SHARES/SHAREQUOTAS HELD BY COMPANY      
COMMON SHARES 241,646,691,695  1,003 
PREFERRED SHARES 114,787,167,580 
SHAREQUOTAS 32,624,928 
OWNERSHIP % IN SUBSIDIARE’S CAPITAL      
IN TOTAL CAPITAL 65.38% 99.99% 100%
IN VOTING CAPITAL 96.81% 99.99% 100%
EQUITY PICKUP GAIN/(LOSS) IN THE QUARTER      
FROM OPERATIONS 123,641  (9) 1,075 
OTHER THAN FROM OPERATIONS (LOSSES) 1,064 
DIVIDENDS/INTEREST ON CAPITAL RECEIVABLE 138,062 

Investments valued using the cost: ownership interest obtained by converting into shares or capital quotas the tax incentive investments in regional FINOR/FINAM funds, or those investments based on the Law of Incentive to Information Technology Companies, or the Audiovisual Law. Most are shares of other telecommunication companies located in the regions covered by such regional incentives.

Tax incentives: arise from investments in FINOR/FINAM and audiovisual funds, originated in the investment of allowable portions of income tax due.

Other investments: are related to collected cultural assets.

24. PROPERTY, PLANT AND EQUIPMENT

  PARENT COMPANY
NATURE 06/30/03 03/31/03
Annual depreciation rates Cost Accumulated depreciation Net book value Net book value
BUILDINGS 4% (3) 30 
ASSETS FOR GENERAL USE 5%-20%  52,997  (49,289) 3,708  4,373 
OTHER ASSETS 10%-20%  3,841  (3,811) 30  78 
TOTAL 56,841  (53,103) 3,738  4,481 

  CONSOLIDATED
NATURE 06/30/03 03/31/03
Annual depreciation rates Cost Accumulated depreciation Net book value Net book value
CONSTRUCTION IN PROGRESS 639,836  639,836  928,769 
PUBLIC SWITCHING EQUIPMENT 20% 5,614,103  (4,485,914) 1,128,189  1,216,876 
EQUIPMENTS AND TRANSMISSION MEANS 5%-20%  11,339,025  (7,101,556) 4,237,469  4,083,211 
TERMINATORS 20% 468,994  (375,645) 93,349  100,705 
DATA COMMUNICATION EQUIPMENT 20% 855,149  (274,854) 580,295  514,006 
BUILDINGS 4% 916,343  (475,773) 440,570  432,681 
INFRASTRUCTURE 4%-20%  3,340,556  (1,533,980) 1,806,576  1,806,960 
ASSETS FOR GENERAL USE 5%-20%  687,796  (439,052) 248,744  265,103 
LAND 84,696  84,696  82,791 
OTHER ASSETS 5%-20%  650,293  (196,040) 454,253  416,429 
TOTAL 24,596,791  (14,882,814) 9,713,977  9,847,531 

Rent Expenses

The Company and the subsidiary Brasil Telecom S.A. rent properties, posts, access through third-party land areas (roads), equipment and connection means, formalized through several contracts, which mature on different dates. Some of these contracts are intrinsically related to the provision of services and are long-term agreements. Total rent expenses related to such contracts amount to R$12 (R$1 in 2002) for the Company and R$90,936 (R$79,899 in 2002) for the consolidated.

Leasing

The Company and the subsidiary Brasil Telecom S.A. have lease contracts for information technology equipment. This type of leasing is also used for aircraft to be used in consortium with other companies, where the participation is 15.6% for the Company and 54.4% for the subsidiary. Leasing expenses recorded in the quarter amounted to R$891 (R$674 in 2002) for the Company and R$21,390 (R$24,480 in 2002) for the consolidated.

Insurance

An insurance policy program is maintained for covering reversible assets and loss of profits as established in the Concession Contract with the government. Insurance expenses in the quarter were R$537 (R$81 in 2002) for the Company and R$5,069 (R$3,927 in 2002) for the consolidated.

The assets, responsibilities and interests covered by insurance are the following:

Type Cover Amount insured
06/30/03 03/31/03
Operating risks

Buildings, machinery and equipment, installations, call centers, towers, infrastructure and information technology equipment

9,788,163 9,745,318
Loss of profit

Fixed expenses and net income

7,026,154 7,026,154
Performance bonds

Compliance with contractual obligations

114,281 114,281

Insurance policies are also in force for third party liability and officers' liability, the amount insured being the equivalent of US$15,000,000.00 (fifteen million US dollars).

There is no contractual civil liability insurance to cover clients in the case of claims or judicial suits, or optional third party liability for third party claims involving Company vehicles.

25. DEFERRED CHARGES

  PARENT COMPANY
  06/30/03 03/31/03
Cost Accumulated depreciation Net book value Net book value
INSTALLATION AND REORGANIZATION COSTS 5,806  - 5,806  5,655 
TOTAL 5,806  - 5,806  5,655 

  CONSOLIDATED
  06/30/03 03/31/03
Cost Accumulated depreciation Net book value Net book value
GOODWILL ON CRT MERGER 620,073  (320,371) 299,702  330,705 
INSTALLATION AND REORGANIZATION COSTS 94,622  (7,654) 86,968  80,364 
DATA PROCESSING SYSTEMS 305,601  (49,563) 256,038  229,916 
OTHER 13,985  (4,991) 8,994  10,023 
TOTAL 1,034,281  (382,579) 651,702  651,008 

The goodwill arose from the merger of CRT into the subsidiary Brasil Telecom S.A and the amortization is being carried out over five years, based on the expected future profitability of the acquired investment.

26. PAYROLL AND RELATED CHARGES

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
SALARIES AND COMPENSATION 55  66  671  7,216 
PAYROLL CHARGES 240  134  64,414  53,733 
BENEFITS 11  2,779  2,225 
OTHER 8,764  1,083 
TOTAL 314  206  76,628  64,257 
CURRENT 314  206  63,311  52,020 
NONCURRENT 13,317  12,237 

The amounts allocated to long-term refer to the social contributions on FGTS, introduced by Complementary Law 110/01, the demand of which is currently suspended as result of obtaining an injunction. However, the additional contributions payable on the payroll and severance payments have been provisioned until a final ruling is made.

27. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
TRADE ACCOUNTS PAYABLE 362  1,406  822,089  901,494 
THIRD-PARTY CONSIGNMENTS 133  7,938  39,216  111,437 
TOTAL 495  9,344  861,305  1,012,931 
CURRENT 495  9,344  856,289  1,006,208 
NONCURRENT 5,016  6,723 

The amounts recorded under long-term are derived from liabilities to remunerate the third party network, the settlement of which depends on verification between the operators, such as the reconciliation of traffic.

28. INDIRECT TAXES

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
ICMS (STATE VAT) 43  43  729,814  671,647 
TAXES ON OPERATING REVENUES (COFINS/PIS) 4,786  7,994  83,265  81,738 
OTHER 14,839  14,097 
TOTAL 4,833  8,042  827,918  767,482 
CURRENT 4,833  8,042  388,534  375,455 
NONCURRENT 439,384  392,027 

The long-term portion refers to ICMS (State VAT) on the 69/98 Agreement, which is being challenged in court, and is being deposited in escrow. It also includes the ICMS deferral, based on incentives by the government of the State of Paraná.

29. TAXES ON INCOME

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
SOCIAL CONTRIBUTION TAX        
LAW 8,200/91 - SPECIAL MONETARY RESTATEMENT 4,161  4,295 
UNEARNED FINANCIAL INCOME 10,276  13,053  10,276  13,053 
OTHER DEFERRED AMOUNTS 6,349  4,464  6,808  4,638 
SUBTOTAL 16,625  17,517  21,245  21,986 
INCOME TAX        
LAW 8,200/91 - SPECIAL MONETARY RESTATEMENT 11,558  11,930 
UNEARNED FINANCIAL INCOME 28,544  36,259  28,544  36,259 
SUSPENDED LIABILITIES 15,271  14,539 
OTHER DEFERRED AMOUNTS 17,725  12,405  19,127  12,884 
SUBTOTAL 46,269  48,664  74,500  75,612 
TOTAL 62,894  66,181  95,745  97,598 
CURRENT 24,074  16,869  29,663  21,249 
NONCURRENT 38,820  49,312  66,082  76,349 

30. DIVIDENDS, INTEREST ON CAPITAL AND EMPLOYEE PROFIT SHARING

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
MAJORITY SHAREHOLDERS 21,284  40,425  21,284  40,425 
MINORITY SHAREHOLDERS 106,223  183,963  217,008  384,036 
TOTAL OF SHAREHOLDERS 127,507  224,388  238,292  424,461 
EMPLOYEE PROFIT SHARING 423  1,203  21,620  33,594 
TOTAL 127,930  225,591  259,912  458,055 

31. LOANS AND FINANCING (INCLUDING DEBENTURES)

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
FINANCING 545,953  546,156  3,643,577  3,780,048 
ACCRUED INTEREST 89,230  65,576  325,229  367,803 
TOTAL 635,183  611,732  3,968,806  4,147,851 
CURRENT 25,497  10,333  1,125,259  659,682 
NONCURRENT 609,686  601,399  2,843,547  3,488,169 

Financing

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
BNDES 2,154,119  2,279,610 
DEBENTURES 634,531  610,865  1,562,524  1,592,718 
FINANCIAL INSTITUTIONS 246,889  268,790 
SUPPLIERS 652  867  5,274  6,733 
TOTAL 635,183  611,732  3,968,806  4,147,851 

Financing denominated in local currency: bear interest based on TJLP (Long-term interest rates) plus 3.85% to 6.5% p.a., UMBNDES (unit of the National Social and Economic Development Bank) plus 3.85% p.a. to 6.5% p.a., 109% of CDI and General Market Price Index (IGP-M) plus 12% p.a. plus fixed rate of 14% p.a., resulting in an average rate of 18.5% p.a..

Financing denominated in foreign currency: bear fixed interest rates of 1.75% and variable interest rates of LIBOR plus 0.5% to 4.0% p.a., resulting in an average rate of 2.79% p.a.. The LIBOR rate on June 30, 2003 for semiannual payments was 1.12% p.a..

Debentures

Company: In 2000, the Company issued debentures convertible into preferred shares and the purpose of the funds was financing part of the investment program of subsidiary Brasil Telecom S.A. The restated balance of the debentures, amounting to R$634,531, will be amortized in three installments, maturing in years 2004, 2005 and 2006. The debentures yield TJLP plus 4% p.a., payable semiannually. The portion of the interest attributed to TJLP variation exceeding 6% p.a., will be capitalized to the debentures balance.

Subsidiary Brasil Telecom S.A.: (i) First public issue - 50.000 non-convertible debentures without renegotiation clause, with a unit face value of R$10, totaling R$500,000 and issued on May 1, 2002. The maturity period is two years, coming to due on May 1, 2004. Remuneration corresponds to an interest rate of 109% of the CDI, payable half-yearly on November 1 and May 1, as from the date of initial distribution to the maturity of the debentures; and (ii) Second Public Issue - 40,000 non-convertible debentures without renegotiation clause, with a unit face value of R$10, totaling R$400,000, issued on December 1, 2002. The maturity period is two years, coming to due on December 1, 2004. Remuneration corresponds to an interest rate of 109% of the CDI, payable half-yearly on June 1 and December 1, as from the date of initial distribution to the maturity of the debentures.

Repayment Schedule

The long-term portion is scheduled to be paid as follows:

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
2004 182,838  180,411  848,866  1,478,020 
2005 182,923  180,411  707,285  713,613 
2006 243,841  240,487  752,445  752,164 
2007 84  90  496,507  499,535 
2008 13,225  15,392 
2009 12,385  14,479 
2010 and after 12,834  14,966 
TOTAL 609,686  601,399  2,843,547  3,488,169 

Currency/index debt composition

  PARENT COMPANY CONSOLIDATED
Restated by 06/30/03 03/31/03 06/30/03 03/31/03
TJLP (Long-term interest rate) 634,531  610,865  2,559,215  2,609,124 
UMBNDES (BNDES Basket of Currencies) 229,435  281,352 
CDI 927,992  981,853 
US DOLLARS 652  867  208,195  230,324 
IGPM 23,530  25,087 
OTHER 20,439  20,111 
TOTAL 635,183  611,732  3,968,806  4,147,851 

Guarantees

The financing contracted by the Subsidiary is guaranteed by collateral of credit rights derived from the provision of telephone services and the Company’s guarantee.

The Subsidiary has hedge contracts on 44% of its dollar-denominated loans and financing with third parties and 78% of the debt in UMBNDES (basket of currencies) with the BNDES, to protect against significant fluctuations in the quotations of these debt restatement factors. The gains and losses on these contracts are recognized on the accrual basis.

32. LICENSES TO EXPLOIT SERVICES

Brasil Telecom Celular S.A., a wholly owned-subsidiary of the parent Company Brasil Telecom S.A., signed three Mobile Personal Service Licenses with ANATEL. These licenses, which guarantee the operation of SMP over the next 15 years in the same operating area where the Company has the fixed telephone concession, amounting R$191,495, of which 10% was paid up on signing the contract. The balance of R$172,345 corresponding to the remaining 90%, was fully recognized in the liabilities of BrT Celular and is payable in six equal and successive annual installments coming due to between 2005 and 2010. The variation of the IGP-DI plus 1% per month is payable on the outstanding balance. On the balance sheet date the restated liability was R$197,244 (R$191,125 on March 31, 2003).

33. PROVISIONS FOR PENSION PLANS

The subsidiary Brasil Telecom S.A. recognized a provision for the actuarial deficit of FCRT Foundation in accordance with CVM Resolution 371/00 as shown in Note 6.

  CONSOLIDATED
  06/30/03 03/31/03
PROVISION FOR PENSION PLANS 514,467  514,730 
TOTAL 514,467  514,730 
CURRENT 64,090  84,693 
NONCURRENT 450,377  430,037 

34. OTHER LIABILITIES

  PARENT COMPANY CONSOLIDATED
  06/30/03 03/31/03 06/30/03 03/31/03
SELF-FINANCING FUNDS 28,564  28,637 
SELF-FINANCING INSTALLMENT REIMBURSEMENT - PCT 10,603  11,978 
LIABILITIES WITH OTHER TELECOM COMPANIES 8,762  9,056 
LIABILITIES FOR ACQUISITION OF TAX CREDITS 20,898  20,898 
BANK TRANSFER AND DUPLICATE RECEIPTS IN PROCESS 10,119  12,900 
CPMF - SUSPENDED COLLECTION 21,765  21,170 
SOCIAL SECURITY CONTRIBUTION - INSTALLMENT PAYMENT 4,229  4,229 
OBRIGAÇÕES POR AQUISIÇÃO DE INVEST. E IMOBILIZADOS 170,741 
PREPAYMENTS 754  2,777 
OTHER TAXES PAYABLE 130  447 
OTHER 1,153  618  4,873  1,085 
TOTAL 1,153  618  281,438  113,177 
CURRENT 1,153  618  199,383  86,036 
NONCURRENT 82,055  27,141 

Self-financing funds

Refers to financial participation credits for acquisition of right to use the switched fixed telephone service, still under the now extinguished self-financing plan, paid by prospective subscribers in 1996 who have not accepted the Public Offer made by the subsidiary Brasil Telecom S.A., Rio Grande do Sul branch, of paying cash for the return of such credits. Since the shareholders of the subsidiary fully subscribed the capital increase made to reimburse in shares the financial participation credits paid in 1996, there are no surplus shares available for subscribers. In this situation, as established by article 171, paragraph 2, of Law 6,404/76, self-financing funds should be returned in cash, which was done through the Public Offer, as provided in article 1,080 of the Civil Code, and accepted by 76% of the customers. The remaining 24% of non-opting customers should await the decision of the lawsuit in progress, filed by the Office of the Solicitor General (Ministério Público) and others who want the reimbursement to be made through shares, and which may result in the reimbursement to be made either in shares or in cash, as proposed by the subsidiary.

Self-financing Installment Reimbursement - PCT

Refers to the payment, either in cash or as offset installments in invoices for services, to prospective subscribers of the Community Telephony Plan - PCT, to compensate the original obligation of repayment in shares. In these cases settlements were agreed or there are judicial rulings.

35. FUNDS FOR CAPITALIZATION

Self-financing funds

The expansion plans (self-financing) were the means by which the telecommunications companies financed network investments. With the issue of Administrative Rule 261/97 by the Ministry of Communications, this mechanism for raising funds was eliminated, and the existing consolidated amount of R$8,159 is derived from plans sold prior to the issue of the administrative rule, the corresponding assets to which are already incorporated in fixed assets through the Community Telephone Plant - PCT. For reimbursement in shares, it is necessary to await the judicial ruling on the suits brought by the interested parties.

36. RECONCILIATION BETWEEN PARENT COMPANY AND CONSOLIDATED NET INCOME AND SHAREHOLDERS’ EQUITY

  NET INCOME SHAREHOLDERS’ EQUITY
  06/30/03  03/31/03  06/30/03  03/31/03 
PARENT COMPANY 168,394  100,497  6,281,760  6,213,863 
Records in Subsidiary’s Shareholders’ Equity:        
Doações e Outros
Tax rate of Social Contribution    
Interest capitalized in Subsidiary 1,747  874  (12,806) (13,679)
CONSOLIDATED 170,141  101,371  6,268,954  6,200,184 

37. COMMITMENTS

Acquisition of Stock Interest in MTH do Brasil Ltda., parent company of MetroRED Brasil

On February 17, 2003, the subsidiary Brasil Telecom S.A. signed two contracts with MetroRED Telecommunications Group Ltd., which were (i) a Contract for the Purchase and Sale of Quotas, to acquire 19.9% of the capital of MTH do Brasil Ltda. (MTH), a company holding 99.99% of the capital of MetroRED Telecomunicações Ltda. (MetroRED Brasil); and (ii) an Option Contract, to acquire 80.1% of the capital of MTH. This option may only be exercised after certification by the National Telecommunications Agency - ANATEL, of full compliance with the universal service and expansion targets stipulated in the Concession Contract for December 31, 2003.

The amounts attributed to each contract are equivalent to US$16,999,900.00 (sixteen million nine hundred ninety-nine thousand nine hundred U.S. dollars) and US$100.00 (one hundred U.S. dollars), respectively, which were paid on February 18, 2003, both corresponding in local currency to the amount of R$61,463.

In the future, in a second and last stage, when the option is exercised the purchase 80.1% of the quotas representing the capital of MTH, the Subsidiary will have paid an amount equivalent to US$51,000,000.00 (fifty-one million U.S. dollars), concluding the process of acquiring the entire capital of the Company.

MetroRED Brasil is a provider of private telecommunications network services through fiber-optic digital networks, and has 331 km of local networks in São Paulo, Rio de Janeiro and Belo Horizonte together with 1,486 km of long distance network connecting these three largest metropolitan commercial centers. It also owns an Internet Solutions Center with an area of 3,500 m2 in São Paulo, which offers co-location, hosting, and added-value services.

The acquisition of 19.9% of MTH does not include the control of MetroRED, neither does it signify the direct or indirect provision by the Subsidiary of other telecommunications services in addition to those currently provided in Region II of the General Concessions Plan.

38. SUBSEQUENT EVENT

In a meeting of the Board of the Directors, held on August 5, 2003, the following matters were approved: (i) A proposal to open fixed credit at market terms up to the amount needed to guarantee financing of up to R$1.776 billion to be contracted by Brasil Telecom S.A. and/or companies directly or indirectly invested in by the Company for the execution of the Business Plan; and (ii) A proposal for repurchase of its own shares, to be kept in treasury, to be cancelled or to be subsequently disposed of. The acquisition will be made in accordance with the terms of Law 6404/76, CVM Instruction 10/80, and subsequent amendments and the Articles of Association of the Company, under the following terms and conditions: (a) the account “Retained Earnings” will represent the funds available for the acquisition of shares; (b) their own common and preferred shares may be acquired to be kept in treasury, up to the limit of 10% of each one of these classes of shares outstanding in the market; (c) the period of acquisition will be in effect for the term of 365 days, as from August 6, 2003; (d) the operations for acquisition and/or disposal of these shares will be performed at market price, and intermediated by the brokers Unibanco CVM S.A., Itaú CV S.A. and Credit Suisse First Boston S.A. CTVM, and (e) the acquisition of the shares will be implemented by the Directors of the Company, which is subject to the policies agreed upon in the Meeting of the Repurchase Committee, held on July 18, 2003.

The content of this subsequent event was disclosed in a published announcement on August 6, 2003.

-.-.-.-.-.-.-.-.-.-.-.-.-.-

05.01 - COMMENTS ON THE COMPANY PERFORMANCE IN THE QUARTER

See Comments on the Consolidated Company Performance in the Quarter

06.01 - BALANCE SHEET - ASSETS (IN THOUSANDS OF REAIS) - CONSOLIDATED

1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 06/30/2003 4 - 03/31/2003
1 TOTAL ASSETS 16,151,214 16,291,976
1.01 CURRENT ASSETS 3,973,229 4,101,792
1.01.01 CASH AND CASH EQUIVALENTS 1,337,538 1,642,651
1.01.02 CREDITS 1,882,323 1,737,562
1.01.02.01 ACCOUNTS RECEIVABLE FROM SERVICES 1,882,323 1,737,562
1.01.03 INVENTORIES 9,934 389
1.01.04 OTHER 743,434 721,190
1.01.04.01 LOANS AND FINANCING 1,949 7,471
1.01.04.02 DEFERRED AND RECOVERABLE TAXES 545,531 533,449
1.01.04.03 JUDICIAL DEPOSITS 24,671 8,728
1.01.04.04 DIVIDENDS RECEIVABLE 429 429
1.01.04.05 OTHER ASSETS 170,854 171,113
1.02 NONCURRENT ASSETS 1,470,619 1,465,338
1.02.01 OTHER CREDITS 0 0
1.02.02 INTERCOMPANY RECEIVABLES 6,315 5,196
1.02.02.01 FROM ASSOCIATED COMPANIES 6,315 5,196
1.02.02.02 FROM SUBSIDIARIES 0 0
1.02.02.03 FROM OTHER RELATED PARTIES 0 0
1.02.03 OTHER 1,464,304 1,460,142
1.02.03.01 LOANS AND FINANCING 129,494 148,956
1.02.03.02 DEFERRED AND RECOVERABLE TAXES 781,114 861,564
1.02.03.03 JUDICIAL DEPOSITS 351,891 339,538
1.02.03.04 INVENTORIES 21,833 34,101
1.02.03.05 OTHER ASSETS 179,972 75,983
1.03 PERMANENT ASSETS 10,707,366 10,724,846
1.03.01 INVESTMENTS 341,687 226,307
1.03.01.01 ASSOCIATED COMPANIES 97,481 107,481
1.03.01.02 SUBSIDIARIES 0 0
1.03.01.03 OTHER INVESTMENTS 244,206 118,826
1.03.02 PROPERTY, PLANT AND EQUIPMENT 9,713,977 9,847,531
1.03.03 DEFERRED CHARGES 651,702 651,008

06.02 - BALANCE SHEET - LIABILITIES (IN THOUSANDS OF REAIS - R$) - CONSOLIDATED

1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 06/30/2003 4 - 03/31/2003
2 TOTAL LIABILITIES 16,151,214 16,291,976
2.01 CURRENT LIABILITIES 3,007,371 2,764,457
2.01.01 LOANS AND FINANCING 571,916 567,725
2.01.02 DEBENTURES 553,343 91,957
2.01.03 SUPPLIERS 817,073 894,771
2.01.04 TAXES, DUTIES AND CONTRIBUTIONS 418,197 396,704
2.01.04.01 INDIRECT TAXES 388,534 375,455
2.01.04.02 TAXES ON INCOME 29,663 21,249
2.01.05 DIVIDENDS PAYABLE 238,292 424,461
2.01.06 PROVISIONS 85,020 105,752
2.01.06.01 PROVISION FOR CONTINGENCIES 20,930 21,059
2.01.06.02 PROVISION FOR PENSION PLAN 64,090 84,693
2.01.07 RELATED PARTY DEBTS 0 0
2.01.08 OTHER 323,530 283,087
2.01.08.01 PAYROLL AND SOCIAL CHARGES 63,311 52,020
2.01.08.02 CONSIGNMENTS IN FAVOR OF THIRD PARTIES 21,620 33,594
2.01.08.03 EMPLOYEE PROFIT SHARING 39,216 111,437
2.01.08.04 OTHER LIABILITIES 199,383 86,036
2.02 LONG-TERM LIABILITIES 4,487,534 5,009,105
2.02.01 LOANS AND FINANCING 1,834,366 1,987,408
2.02.02 DEBENTURES 1,009,181 1,500,761
2.02.03 PROVISIONS 832,730 807,175
2.02.03.01 PROVISION FOR CONTINGENCIES 382,353 377,138
2.02.03.02 PROVISION FOR PENSION PLAN 450,377 430,037
2.02.04 RELATED PARTY DEBTS 0 0
2.02.05 OTHER 811,257 713,761
2.02.05.01 PAYROLL AND SOCIAL CHARGES 13,317 12,237
2.02.05.02 SUPPLIERS 5,016 6,723
2.02.05.03 INDIRECT TAXES 439,384 392,027
2.02.05.04 TAXES ON INCOME 66,082 76,349
2.02.05.05 LICENSE FOR OPERATING TELECOMS SERVICES 197,244 191,125
2.02.05.06 OTHER LIABILITIES 82,055 27,141
2.02.05.07 FUND FOR CAPITALIZATION 8,159 8,159
2.03 DEFERRED INCOME 62,427 10,465
2.04 MINORITY INTERESTS 2,324,928 2,307,765
2.05 SHAREHOLDERS’ EQUITY 6,268,954 6,200,184
2.05.01 CAPITAL 2,544,432 2,544,432
2.05.02 CAPITAL RESERVES 361,018 361,018
2.05.03 REVALUATION RESERVES 0 0
2.05.03.01 COMPANY ASSETS 0 0
2.05.03.02 SUBSIDIARIES/ASSOCIATED COMPANIES 0 0

06.02 - BALANCE SHEET - LIABILITIES (IN THOUSANDS OF REAIS - R$) - CONSOLIDATED

1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 06/30/2003 4 - 03/31/2003
2.05.04 PROFIT RESERVES 978,085 978,085
2.05.04.01 LEGAL 187,865 187,865
2.05.04.02 STATUTORY 0 0
2.05.04.03 CONTINGENCIES 0 0
2.05.04.04 REALIZABLE PROFITS RESERVES 790,220 790,220
2.05.04.05 PROFIT RETENTION 0 0
2.05.04.06 SPECIAL RESERVE FOR UNDISTRIBUTED DIVIDENDS 0 0
2.05.04.07 OTHER PROFIT RESERVES 0 0
2.05.05 RETAINED EARNINGS 2,385,419 2,316,649

07.01 - QUARTERLY STATEMENT OF INCOME (IN THOUSANDS OF REAIS - R$) - CONSOLIDATED

1 - CODE 2 - DESCRIPTION 3 - AMOUNT FOR CURRENT QUARTER 04/01/2003 TO 06/30/2003 4 - AMOUNT FOR CURRENT QUARTER 01/01/2003 TO 06/30/2003 5 - AMOUNT FOR CURRENT QUARTER 04/01/2002 TO 06/30/2002 6 - AMOUNT FOR CURRENT QUARTER 01/01/2002 TO 06/30/2002
3.01 GROSS REVENUE FROM SALES AND SERVICES 2,691,177 5,300,444 2,412,226 4,679,389
3.02 DEDUCTIONS FROM GROSS REVENUE (776,264) (1,511,873) (674,288) (1,302,908)
3.03 NET REVENUE FROM SALES AND SERVICES 1,914,913 3,788,571 1,737,938 3,376,481
3.04 COST OF SALES (1,198,838) (2,382,209) (1,108,365) (2,155,043)
3.05 GROSS PROFIT 716,075 1,406,362 629,573 1,221,438
3.06 OPERATING EXPENSES (533,200) (1,231,844) (497,570) (947,058)
3.06.01 SELLING EXPENSES (183,746) (358,916) (184,524) (365,383)
3.06.02 GENERAL AND ADMINISTRATIVE EXPENSES (190,316) (363,926) (162,834) (332,527)
3.06.03 FINANCIAL (192,409) (548,674) (200,110) (307,067)
3.06.03.01 FINANCIAL INCOME 102,591 205,484 84,959 138,317
3.06.03.02 FINANCIAL EXPENSES (295,000) (754,158) (285,069) (455,384)
3.06.04 OTHER OPERATING INCOME 75,755 134,185 88,973 135,682
3.06.05 OTHER OPERATING EXPENSES (42,484) (94,513) (39,075) (77,763)
3.06.06 EQUITY GAIN (LOSS) 0 0 0 0
3.07 OPERATING INCOME (LOSS) 182,875 174,518 132,003 274,380
3.08 NONOPERATING INCOME (EXPENSES) (29,672) (77,411) (55,343) (76,625)
3.08.01 REVENUES 11,416 27,363 87,413 219,423
3.08.02 EXPENSES (41,088) (104,774) (142,756) (296,048)
3.09 INCOME (LOSS) BEFORE MINORITY INTERESTS 153,203 97,107 76,660 197,755
3.10 PROVISION FOR INCOME CONTRIBUTION TAXES (56,264) (47,548) (43,274) (87,696)
3.11 DEFERRED INCOME TAX 0 0 0 0
3.12 INTERESTS/STATUTORY CONTRIBUTIONS (11,475) (21,392) (9,404) (20,381)
3.12.01 INTERESTS (11,475) (21,392) (9,404) (20,381)
3.12.02 CONTRIBUTIONS 0 0 0 0
3.13 REVERSAL OF INTEREST SHAREHOLDER’S EQUITY 0 205,775 130,080 157,173
3.14 MINORITY INTERESTS (16,694) (63,801) (31,374) (53,057)
3.15 INCOME/LOSS FOR THE PERIOD 68,770 170,141 122,688 193,794

07.01 - QUARTERLY STATEMENT OF INCOME (IN THOUSANDS OF REAIS - R$) - CONSOLIDATED

1 - CODE 2 - DESCRIPTION 3 - CURRENT QUARTER 04/01/2003 TO 06/30/2003 4 - CURRENT QUARTER 01/01/2003 TO 06/30/2003 5 - CURRENT QUARTER 04/01/2002 TO 06/30/2002 6 - CURRENT QUARTER 01/01/2002 TO 06/30/2002
  NUMBER OF SHARES OUTSTANDING (THOUSAND) 355,650,776 355,650,776 352,219,027 352,219,027
  EARNINGS PER SHARE (REAIS) 0.00 0.00048 0.00035 0.00055
  LOSS PER SHARE (REAIS)        

08.01 - COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER

PERFORMANCE REPORT - 2nd QUARTER 2003

The performance report presents the consolidated figures of Brasil Telecom Participações S.A.
and its subsidiaries, as mentioned in Note 1 in these quarterly information.

Operating performance

Plant


OPERATING DATA 2Q03 1Q03 2Q03/1Q03

Lines Installed (Thousand) 10,656 10,608 0.5
Additional Lines Installed (Thousand) 48 60 (20.5)

Lines In Service - LES (Thousand) 9,741 9,595 1.5
- Residential 7,107 6,979 1.8
- Non-Residential 1,565 1,548 1.1
- Public Telephones - TUP (Thousand) 297 296 0.2
- Prepaid 218 215 1.4
- Other (Includes Trunks) 554 557 (0.5)
Additional Lines In Service (Thousand) 146 130 12.3

Average Lines In Service - LIS (Thousand) 9,668 9,530 1.4

Density of Terminals in Service/100 Inhabitants 23.5 23.2 1.1
TUP/100 Inhabitants 7.2 7.2 (0.2)
TUP/100 Lines Installed 2.79 2.79 (0.3)

Utilization Rate (In Service/Installed) 91.4% 90.5% 0.8p.p.

Digitalization Rate 99.0% 99.0% 0.0p.p.

ADSL Lines in Service (Thousand) 194.8 165.1 18.0


Lines Installed

A total of 48 thousand lines were installed in the 2Q03, totaling 10.7 million of lines installed by Brasil Telecom. Through this addition in the quarter, Brasil Telecom is prepared to respond to telephone line activation requests in less than two weeks, as establishes by the General Plan for Universalization Targets.

   
Lines in Service

The plant in service reached the figure of 9.7 million lines, as a result of the net addition of 146 thousand lines. Of this total, 87.7% represented lines activated by residential clients.

   
Utilization rate

The utilization rate reached 91.4% in the 2Q03, against 90.5% in the 1Q03, as a result of the growth of 0.5% in the installed plant combined with the 1.5% in the plant in service.

   
ADSL

The plant of ADSL accesses in service achieved 194.8 thousand in the 2Q03, meaning a growth of 18.0% compared to the 1Q03.

   

At the end of the 2Q03, Turbo Lite, service launched by Brasil Telecom in the last week of March, represented 1.5% of the total ADSL accesses in service, as Turbo 300, 78%. With Turbo Lite, for only R$49.90 per month, the client can access the internet at a high speed during 50 hours a month, not to mention the fact that fixed line remains released during the internet access.

   

Goals

Quality Goals

Brasil Telecom fulfilled all 35 quality indicators established by Anatel in the 2Q03, for the switched-fixed telephone service in the local and long-distance modes.

   
Universalization Goals

In continuation to the inspection process, Anatel concluded the field works, in which various localities at all the Brasil Telecom branches were evaluated. The Company waits for the official outcome from the regulatory body regarding the 2003 targets fulfillment.

   

Traffic


OPERATING DATA 2T03 1T03 2T03/1T03

Exceeding Local Pulses (Million) 2,959 2,973 (0.5)

Domestic Long Distance Minutes (Million) 1,744 1,611 8.2

Fixed-Mobile Minutes (Million) 1,058 1,058 0.0

Exceeding Pulses/ Average LIS/Month 102.0 104.0 (1.9)
DLD Minutes/Average LIS/Month 60.1 56.3 6.7
Fixed-Mobile Minutes/Average LIS/Month 36.5 37.0 (1.4)

Exceeding Local Pulses

Brasil Telecom billed 3.0 billion of pulses in the 2Q03 remaining almost flat in relation to 1Q03.

   
DLD Traffic

In the 2Q03, the Domestic Long Distance traffic registered an increase of 8.2% in comparison to the 1Q03, reaching 1.7 billion minutes, in the period.

   
DLD Market Share

The share of the LDN market of Brasil Telecom, in the intra-sectorial segment, reached 90.3% in the 2Q03. This figure represents an increase of 0.8 p.p. in relation to the 1Q03.

   

In the intra-regional sector, the market share of Brasil Telecom reached 74.2% in the 2Q03.

   

The figures of the DLD market for the 2Q03 show the ongoing effort of Brasil Telecom to broaden its share.

   
Fixed-Mobile Traffic

The fixed-mobile traffic totaled 1.1 billion minutes in the 2Q03. Of the total fixed-mobile traffic, 89.5% is referent to VC-1 calls, 9.3% is referent to VC-2 and 1.2% is referent to VC-3 calls.

   

Financial performance

Revenues

Local Service

The revenue from local service not considering VC-1 reached R$1,032.5 million in the 2Q03.

   

The activation revenue to taled R$7.9 million in the 2Q03, 33.3% higher than the amount registered in the 1Q03. In the quarter, a total of 265 thousand lines were activated, compared to 195 thousand in the previous quarter.

   

The revenue from basic subscription in the 2Q03 reached R$666.5 million. The number of subscribers that have lines with only incoming traffic, without the basic subscription charge, increased in the 2Q03, since Brasil Telecom maintained its strategy of not disconnecting delinquent clients at switching centers with idle capacity. Furthermore, the company offered alternative plans with discounts in the basic subscription for those who request the cancellation of the line during the period.

   

The revenue from measured service totaled R$331.2 million in the 2Q03, flat in relation to the previous quarter. The number of lines in service added during the period, was offset by the increase of 164 thousand lines with blocked outgoing traffic.

   
Public Telephony

Brasil Telecom sold 1.7 billion credits throughout the 2Q03, against 1.6 billion in the 1Q03. The public telephony revenue reached R$103.1 million in the 2Q03, 23.1% above that registered in the 1Q03.

   

In the 2Q03, besides intensifying the promotional campaigns to expand the sale of inductive cards, the expectation for rate readjustment generated a higher demand for credits from retailers.

   
Domestic Long Distance

Revenue from domestic long distance calls not considering VC-2 and VC-3 in the 2Q03 increased by 9.6% in relation to the 1Q03, reaching R$356.8 million, which reflects a growth of 8.2% in traffic.

   
Fixed-Mobile

Revenue with fixed-mobile calls grew 13.5% in the 2Q03 in comparison with the previous quarter, reaching R$689.1 million. The larger revenue is a result of the fixed-mobile rate readjustment adopted in February 2003.

   
Interconnection

The interconnection revenue in the 2Q03 registered a drop of 13.3% in comparison with the 1Q03, despite the inter-network traffic stability. The drop can be explained by the intra-sectorial market share increase, reaching 90.3%.

   
Data Communication

In the 2Q03, the data communication revenue continued its growth spurt, reaching R$181.2 million, 5.7% above the amount registered in the previous quarter.

   

The growth can be broken down as follows:

  • Growth of 18% in the number of ADSL accesses in service;

  • Growth of 14% in the number of billed dedicated IP accesses; and

  • Growth of 4% in the number of billed Frame-Relay accesses.

   
Other Revenues

In the 2Q03, Other Revenues reached R$13.8 million, a 26.9% growth in relation to the 1Q03.

   

The main amounts that comprise this item are:

  • R$1.1 million in revenue from data center services;

  • R$5.1 million in revenue from the directory help service.

   
Supplementary and Value-Added Services

Revenue from supplementary and value-added services increased by 1.5% in the 2Q03, totaling R$72.1 million.

   

The total of intelligent services activated at the end of June 2003 reached 5.0 million, against 4.6 million in March 2003, which represents an increase of 8.7% in the period. In relation to the plant in service in the 2Q03, 30.9% of the lines were equipped with at least one activated intelligent service, against 29.7% in the previous quarter.

   
Gross Revenue Deductions

Gross revenue deductions reached R$776.3 million in the 2Q03, representing 28.8% of gross revenue in the quarter, against 28.2% in the 1Q03.

   
Net Operating Revenue/Average LIS/month

Net operating revenue/Avg LIS/month registered in the 2Q03 was R$66.0, against R$65.5 in the 2Q03.

   

Costs and expenses

Costs and Operating Expenses

Operating costs and expenses totaled R$1,539.6 million in the 2Q03, against R$1,525.7 million in the third quarter. The 2.2% increment of the Company’s net revenue, and the increase of only 0.9% in operating costs and expenses indicate the operating efficiency gain of Brasil Telecom in the period.

   
Net reduction of 232 employees in the quarter

In the Brasil Telecom’s payroll there were 5,316 employees at the end of the 2Q03, against 5,548 at the end of March 2003, representing a net reduction of 232 employees.

   
Personnel

Personnel costs and expenses reached R$97.3 million. The cost of dismissals registered R$7.4 million. With the exclusion of this amount, personnel costs and expenses would have been 4.2% less than in the 1Q03. The dismissals represent savings of R$1.5 million each month with personnel costs.

   
Productivity

Brasil Telecom reached a productivity index of 1,832 LIS/employee in the 2Q03, representing an increase of 6.0% in relation to the presented in the 1Q03.

   
Subcontracted services

Costs and expenses for subcontracted services, excluding interconnection and publicity & marketing, totaled R$308.9 million in the 2Q03, stable when compared to the previous quarter.

   
Interconnection

Interconnection costs totaled R$430.4 million in the 2Q03, 1.3% above the amount registered in the previous quarter.

   
Expenses for Advertisement and Marketing

The expenses with publicity and marketing reached R$19.1 million in the 2Q03. In the 2Q03, we strengthened the advertisement campaigns in order to highlight the “14”, preparing our entrance in the DLD market for the whole country.

   
Losses with Accounts Receivable/Gross Revenue drop to 2.3% (PCCR/ROB)

As a percentage of the gross revenue, the Losses with Accounts Receivable dropped to 2.3%, a reduction of 0.3 p.p. in relation to the previous quarter. Net losses with accounts receivable stood at R$61.9 million in the 2Q03. The company managed to recover R$12.7 million from losses of accounts receivable in the period.

   
Accounts Receivable

After deducting allowance for doubtful debts worth R$150.7 million, Brasil Telecom’s net accounts receivable totaled R$1,882.3 million at the end of June 2003. The increase can be explained by the acknowledgment, in the accounts receivable, of the judicial deposit of R$48.1 million referred to the lawsuit proceeding with Embratel about differences in the acknowledgment of remuneration amounts in our network in August 2002, by the payment of R$30.0 million of client bills with due date of June, 27, and not recognized by our system given the banking float time (D+2) and by the fixed-mobile tariffs readjustment.

   
Provisions for Contingencies

The provision for contingencies in the 2Q03 increased by R$13.7 million, against R$18.7 million in the 1Q03, mainly in light of the monetary correction.

   
Other Operating Costs and Expenses/Revenues

Other operating costs and expenses/revenues totaled R$59.4 million in expenses in 2Q03, indicating a decrease of 23.6% in relation to the 1Q03.

   

EBITDA

EBITDA of R$902 million

The Brasil Telecom EBITDA was R$901.6 million in the 2Q03, representing a growth of 3.8% in relation to the 1Q03.

   
EBITDA Margin

EBITDA margin of Brasil Telecom in the 2Q03 reached 47.1%, result of a growth of 2.2% in net revenue, in conjunction with the increase of 0.8% in cash cost in relation to the amount registered in the 1Q03.

   
EBITDA/Average LIS/month

EBITDA/Avg LIS/month reached R$31.1, 2.4% higher than the amount registered in the 1Q03.

   

Financial Result

Financial Result

In the 2Q03, Brasil Telecom registered a net financial income of negative 192.4 million, against a negative 150.5 million in the previous quarter, free of interest on shareholders’ equity. The financial result of the quarter was mainly due to interest expenses with debt, exchange variation expenses, hedge expenses, expenses with CPMF and interest expenses with insurance, rentals and leasing.

   

Non operating Result

Amortization of Reconstituted Goodwill

In 1Q03, Brasil Telecom amortized R$31.0 million in reconstituted goodwill from CRT acquisition (which has no impact on cash flow and on the distribution of dividends), accounted for as non-operating expenses.

   

Indebtness

Total Debt

At the end of June 2003, the total consolidated debt of Brasil Telecom was R$3.968,8 million, 4.3% less than the amount registered in the 1Q03.

   
Average Cost of Debt

In the 2Q03, the consolidated debt of Brasil Telecom had an average cost of 18.5% per annum, equivalent to 72.2% of CDI, and an average payment term of approximately 41 months, against 45 months in the previous quarter.

   
Net Debt

Net debt totaled R$2,631.3 million, a drop of 5.0% in relation to March 2003.

   
Long Term Profile Debt

At the end of the 2Q03, 71.6% of the total debt was registered in the long term.

   
Dollar Denominated Debt

In June of the 2003, the dollar-pegged debt totaled R$161.4 million (R$208.2 million including the hedge adjustment). As a percentage of the total debt, the dollar-denominated debt without hedge adjustment accounted for 4.1%

   
Financial Leverage

On June 30, 2003, the degree of Brasil Telecom’s financial leverage represented by the ratio of its net debt to the shareholders’ equity, was equal to 42.0%.

   

Investments


Investments in the Permanent Assets 2T03 1T03 2T03/1T03

Network Expansion 159.2 187.3 (15.0)
- Conventional Telephony 93.7 85.8 9.2
- Transmission Backbone 18.6 10.0 85.6
- Data Network 44.7 83.8 (46.7)
- Intelligent Network 0.6 1.4 (58.6)
- Network Management Systems 1.4 3.7 (62.4)
- Other Investments in Network Expansion 0.2 2.6 (91.8)
Network Operation 58.3 56.7 2.8
Public Telephony 4.2 2.7 52.9
Information Technology 41.6 43.9 (5.2)
Expansion Personnel 22.5 21.8 2.9
Others 302.1 104.5 189.6

Total Investments in Permanent Assets 587.9 416.9 41.1

Expansion Financial Expenses 20.2 24.9 (19.0)

Total 608.1 441.8 37.7

09.01 - INVESTMENTS IN SUBSIDIARIES AND/OR ASSOCIATED COMPANIES

1 - ITEM 2 - NAME OF SUBSIDIARIE/ASSOCIATED COMPANIES 3 - GENERAL TA 4 - CLASSIFICATION 5 - OWNERSHIP% IN SUBSIDIARY’S 6 - SHAREHOLDER’S EQUITY % IN PARENT COMPANY
7 - TYPE OF COMPANY 8 - NUMBER OF SHARES IN CURRENT QUARTER (THOUSAND) 9 - NUMBER OF SHARES IN PRIOR QUARTER (THOUSAND)

16.01 - OTHER INFORMATION, WHICH THE COMPANY UNDERSTANDS RELEVANT

01 BRASIL TELECOM S.A. 76.535.764/0001-43 SUBSIDIARY PUBLIC HELD COMPANY 65.38 72.62
INDUSTRIEL, COMMERCIAL COMPANIES AND OTHERS 356,433,859 356,433,859

02 NOVA TARRAFA PARTICIPAÇÕES LTDA. 03.001.341/0001-70 SUBSIDIARY NON-PUBLIC HELD COMPANY 99.99 0.59
INDUSTRIEL, COMMERCIAL COMPANIES AND OTHERS 32.625 32.265

03 NOVA TARRAFA inc. ............./.........-... SUBSIDIARY NON-PUBLIC HELD COMPANY 100.00 0.05
INDUSTRIEL, COMMERCIAL COMPANIES AND OTHERS 1.003 1.003

In attention to the Corporate Governance Differentiated Practices Rules, the Company discloses the additional information below, related to its shareholders’ compositions:

1. OUTSTANDING

As of 06/30/2003 In units of shares
Shareholder Common Shares % Preferred Shares % Total %
Direct and Indirect - Parent 81,935,868,869 61.13 10,727,752,120 4.82 92,663,620,989 25.98
Management            
Board of Directors 35,265 0.00 52,566 0.00 87,831 0.00
Directors 5,053 0.00 4,674 0.00 9,727 0.00
Fiscal Board 1,792 0.00 1,794 0.00 3,586 0.00
Treasury Stock 1,051,100,000 0.78 - - 1,051,100,000 0.29
Other Shareholders 51,044,677,224 38.09 211,942,376,729 95.18 262,987,053,953 73.73
Total 134,031,688,203 100.00 222,670,187,883 100.00 356,701,876,086 100.00
Outstanding Shares in the Market 51,044,719,334 38.09 211,942,435,763 95.18 262,987,155,097 73.73


As of 06/30/2002 In units of shares
Shareholder Common Shares % Preferred Shares % Total %
Direct and Indirect - Parent 78,669,859,985 59.44 11,062,462,874 5.03 89,732,322,859 25.48
Management            
Board of Directors 56,460 0.00 58,498 0.00 114,958 0.00
Directors 5,053 0.00 4,674 0.00 9,727 0.00
Fiscal Board 6,140 0.00 6,142 0.00 12,282 0.00
Treasury Stock - - - - - -
Other Shareholders 53,685,588,493 40.56 208,800,978,756 94.97 262,486,567, 74.52
Total 132,355,516,131 100.00 219,863,510,944 100.00 352,219,027 100.00
Outstanding Shares in the Market 53,685,656,146 40.56 208,801,048,070 94.97 262,486,704, 74.52

2. SHAREHOLDERS’ HOLDING MORE THAN 5% OF THE VOTING CAPITAL (AS OF 06/30/2003)

The shareholders, which directly on indirectly, hold more than 5% of the voting capital of the Company are as follows:

In thousands of shares
Name General Taxpayers’ Register Citizenship Common Shares % Preferred shares % Total shares %
Solpart Participações S.A 02.607.736-0001/58 Brazilian 71,830,504 53.59 161,687 0.07 71,992,191 20.18
Previ 33.754.482-0001/24 Brazilian 6,895,682 5.14 7,840,963 3.52 14,736,645 4.13
Treasury Stock - - 1,051,100 0.78 - - 1,051,100 0.29
Other - - 54,254,402 40.49214,667,538 96.41268,921,940 75.4
Total - - 134,031,688 100 222,670,188 100 356,701,876 100

Distribution of the Capital from Parent to individuals level

Solpart Participações S.A In thousands of shares
Name General Taxpayers’ Register Citizenship Common Shares % Preferred shares % Total shares %
Timepart Participações Ltda 02.338.536-0001/47 Brazilian 631,838 62 -- -- 631,838 20.93
Techold Participações S.A 02.605.028-0001/88 Brazilian 193,635 19 1,239,982 62 1,433,617 47.48
Telecom Italia International N.V. (*) -- Italian 193,643 19 760,000 38 953,643 31.59
Other -- -- 18 -- -- -- 18 --
Total -- -- 1,019,134 100 1,999,982 100 3,019,116 100
(*)Former Stet International Netherlands

Timepart Participações Ltda. In units of quotas
Name General Taxpayers’ Register Citizenship Quotas %
Privtel Investimentos S.A 02.620.949-0001/10 Brazilian 208,830 33.10
Teleunion S.A 02.605.026-0001/99 Brazilian 213,340 33.80
Telecom Holding S.A 02.621.133-0001/00 Brazilian 208,830 33.10
Total - - 631,000 100.00

Privtel Investimentos S.A. In units of shares
Name General Taxpayers’ Register Citizenship Common Shares % Preferred shares % Total shares %
Eduardo Cintra Santos 064.858.395-34 Brazilian 19,998 99.99 - - 19,998 99.99
Other - - 2 0.01 - - 2 0.01
Total - - 20,000 100 - - 20,000 100

Teleunion S.A. In units of shares
Name General Taxpayers’ Register Citizenship Common Shares % Preferred shares % Total shares %
Luiz Raymundo Tourinho Dantas 000.479.025-15 Brazilian 19,998 99.99 - - 19,998 99.99
Other - - 3 0.01 - - 2 0.01
Total - - 20,000 100 - - 20,000 100

Telecom Holding S.A. In units of shares
Name General Taxpayers’ Register Citizenship Common Shares % Preferred shares % Total shares %
CSH LLC e CSH Units - American 19,997 99.98 - - 19,997 99.98
Other - - 3 0.02 - - 3 0.02
Total - - 20,000 100 - - 20,000 100

Techold Participações S.A. In units of shares
Name General Taxpayers’ Register Citizenship Common Shares % Preferred shares % Total shares %
Invitel S.A 02.465.782-0001/60 Brazilian 980,067,275 100 341,898,149 100 1,321,965,424 100
Other - - 3 0 - - 3 0
Total - - 980,067,278 100 341,898,149 100 1,321,965,427 100

Invitel S.A. In units of shares
Name General Taxpayers’ Register Citizenship Common Shares % Preferred shares % Total shares %
Sistel - Fund. Sistel de Seguridade 00.493.916-0001/20 Brazilian 66,017,486 6.66 - - 66,017,486 6.66
Telos - Fund. Embratel de Segurid. 42.465.310-0001/21 Brazilian 23,573,621 2.38 - - 23,573,621 2.38
Funcef - Fund. dos Economiários 00.436.923-0001/90 Brazilian 378,289 0.04 - - 378,289 0.04
Petros - Fund. Petrobrás Segurid. 34.053.942-0001/50 Brazilian 37,318,069 3.77 - - 37,318,069 3.77
Previ - Caixa Prev. Func. B. Brasil 33.754.482-0001/24 Brazilian 190,852,386 19.27 - - 190,852,385 19.27
Opportunity Zain S.A. 02.363.918-0001/20 Brazilian 671,848,888 67.82 - - 671,848,888 67.82
CVC/Opportunity Partners LP - British 202,255 0.02 - - 202,255 0.02
CVC/Opportunity Partners FIA 01.909.558-0001/57 Brazilian 280,316 0.02 - - 280,316 0.02
Opportunity Fund - British 49,550 0.01 - - 49,550 0.01
CVC/Opportunity Investimentos Ltda. (*) 03.605.085-0001/20 Brazilian 10 - - - 10 -
Priv FIA 02.559.662-0001/21 Brazilian 25,219 - - - 25,219 -
Tele FIA 02.597.072.0001/93 Brazilian 25,219 0.01 - - 25,219 0.01
Verônica Valente Dantas 262.853.205-00 Brazilian 1 - - - 1 -
Maria Amália Delfim de Melo Coutrim 654.298.507-72 Brazilian 1 - - - 1 -
Luiz Augusto Britto de Macedo 597.717.637-68 Brazilian 2 - - - 2 -
Total - - 990,571,311 100.00 - - 990,571,311 100.00
(*) Former Opportunity Paramirim Ltda.

Opportunity Zain S.A. In units of shares
Name General Taxpayers’ Register Citizenship Common Shares % Preferred shares % Total shares %
CVC/Opportunity Partners FIA 01.909.558-0001/57 Brazilian 335,488,153 45.45 - - 335,488,153 45.45
CVC/Opportunity Partners LP - British 310,773,165 42.10 - - 310,773,165 42.10
Opportunity Fund - British 71,934,343 9.75 - - 71,934,343 9.75
Priv FIA 02.559.662.0001/21 Brazilian 17,611,010 2.39 - - 17,611,010 2.39
Opportunity Lógica Rio Gestora de Recursos Ltda. 01.909.405-0001/00 Brazilian 2,304,359 0.31 - - 2,304,359 0.31
Tele FIA 02.597.072-0001/93 Brazilian 6,010 - - - 6,010 -
CVC/Opportunity Equity Partners Administradora de Recursos Ltda. 01.909.405-0001/00 Brazilian 1 - - - 1 -
CVC/Opportunity Investimentos Ltda. (*) 03.605.085-0001/20 Brazilian 10 - - - 10 -
Verônica Valente Dantas 262.853.205-00 Brazilian 400 - - - 400 -
Maria Amália Delfim de Melo Coutrim 654.298.507-72 Brazilian 60 - - - 60 -
Danielle Silbergleid Ninio 016.744.087-06 Brazilian 1 - - - 1 -
Daniel Valente Dantas 063.917.105-20 Brazilian 1 - - - 1 -
Eduardo Penido Monteiro 094.323.965-68 Brazilian 287 - - - 287 -
Total - - 738,117,800 100.00 - - 738,117,800 100.00
(*) Former Opportunity Paramirim Ltda.

17.01 - LIMITED REVIEW REPORT

The Shareholders and Board of Directors
Brasil Telecom Participações S.A.
Brasília - DF

We have reviewed the quarterly financial information of Brasil Telecom Participações S.A. for the quarter ended June 30, 2003, comprising the balance sheet and the consolidated balance sheet of the Company and its subsidiaries, the statement of income and the consolidated statement of income, the management report and other relevant information, prepared in accordance with accounting practices adopted in Brazil.

Our review was performed in accordance with auditing standards established by the Brazilian Institute of Accountants (IBRACON) and the Federal Accounting Council, which included: (a) inquiries and discussion with management responsible for the accounting, financial and operational areas of the Company and its subsidiaries regarding the criteria adopted in the preparation of the quarterly information; and (b) review of post-balance sheet information and events, which may have a material effect on the financial and operational position of the Company and its subsidiaries.

Based on our special review, we are not aware of any material changes that should be made to the aforementioned quarterly information for it to be in accordance with accounting practices adopted in Brazil and the regulations issued by the Brazilian Securities Commission, specifically applicable to the mandatory quarterly financial information.

Our review was performed for the purpose of issuing a special review report on the mandatory quarterly financial information. The statement of cash flow represents supplementary information to those statements and is presented to provide additional analysis. This supplementary information was submitted to the same review procedures applied to the quarterly financial information, and, based on our special review, is adequately presented in all material respects, in relation to the quarterly financial information taken as a whole.

July 25, 2003

KPMG Auditores Independentes
CRC-SP-014.428/O-6-“F”-DF

Manuel Fernandes Rodrigues de Sousa
Accountant CRC-RJ-052.428/O-S-DF

INDEX

ANNEX FRAME DESCRIPTION PAGE
01 01 IDENTIFICATION 3
01 02 ADRESS OF COMPANY HEADQUARTERS 3
01 03 MARKET RELATIONS DIRECTOR - (Address for correspondence to Company) 3
01 04 QUARTERLY REFERENCE 3
01 05 COMPOSITION OF PAID CAPITAL 3
01 06 COMPANY’S CHARACTERISTICS 4
01 07 SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED STATEMENT 4
01 08 DIVIDENDS APPROVED 4
01 09 CAPITAL STOCK COMPOSITION AND ALTERATION IN CURRENT YEAR 4
01 10 MARKET RELATIONS DIRECTOR 4
02 01 BALANCE SHEET - ASSETS 5
02 02 BALANCE SHEET - LIABILITIES 6
03 01 QUARTERLY STATEMENT OF INCOME 7
04 01 NOTES TO THE QUARTERLY REPORT 8
05 01 COMMENTS ON THE COMPANY PERFORMANCE IN THE QUARTER 41
06 01 CONSOLIDATED BALANCE SHEET - ASSETS 42
06 02 CONSOLIDATED BALANCE SHEET - LIABILITIES 43
07 01 CONSOLIDATED QUARTERLY STATEMENT OF INCOME 45
08 01 COMMENTS ON THE CONSOLIDATED COMPANY PERFORMANCE IN THE QUARTER 47
09 01 INVESTMENT IN SUBSIDIARIES AND/OR ASSOCIATED COMPANIES 53
16 01 OTHER INFORMATION WHICH THE COMPANY UNDERSTANDS RELEVANT 54
17 01 LIMITED REVIEW REPORT 57
BRASIL TELECOM S.A.  
NOVA TARRAFA PARTICIPAÇÕES LTDA.  
NOVA TARRAFA INC. /58

 


 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 14, 2003

 
BRASIL TELECOM PARTICIPAÇÕES S.A.
By:
/S/  Paulo Pedrão Rio Branco

 
Name:   Paulo Pedrão Rio Branco
Title:     Financial Executive Officer