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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 MAY, 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 March 31, 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 DirectorsBrasil
Telecom Participações S.A.
Brasília — DF

We have reviewed the quarterly financial information of Brasil Telecom Participações S.A. for the quarter ended March 31, 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 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 derived from the Brazilian Corporation Law 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.

The special review of the quarterly information for the quarter ended March 31, 2002 was performed by other independent auditors, which issued unqualified report dated May 10, 2002.

April 25, 2003

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

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

FEDERAL PUBLIC SERVICE
SECURITIES AND EXCHANGE COMMISSION (CVM)
QUARTERLY INFORMATION
COMMERCIAL COMPANY INDUSTRIAL AND OTHERS

CORPORATION LAW

Base Date - March 31, 2003

THE REGISTER IN CVM DO NOT IMPLY IN ANY APPRECIATION ON THE COMPANY, BEING ITS DIRECTOR THE RESPONSIBLE BY VERACITY OF THESE INFORMATION.


01.01 - IDENTIFICATION
1 - CVM CODE
  01768-0
2 - COMPANY NAME
  BRASIL TELECOM PARTICIPACOES 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 - 03/31/2003 4 - 12/31/2002
1 TOTAL ASSETS 7,135,577  7,043,226 
1.01 CURRENT ASSETS 718,822  462,526 
1.01.01 CASH AND CASH EQUIVALENTS 254,176  173,263 
1.01.02 CREDITS
1.01.03 INVENTORIES
1.01.04 OTHER 464,646  289,263 
1.01.04.01 LOANS AND FINANCING 139,237  101,946 
1.01.04.02 DEFERRED AND RECOVERABLE TAXES 319,853  181,376 
1.01.04.03 JUDICIAL DEPOSITS 5,556  5,941 
1.02 NONCURRENT ASSETS 1,824,435  1,908,778 
1.02.01 OTHER CREDITS
1.02.02 INTERCOMPANY RECEIVABLES 1,460,564  1,525,309 
1.02.02.01 FROM ASSOCIATED COMPANIES
1.02.02.02 FROM SUBSIDIARIES 1,460,564  1,525,309 
1.02.02.02.01 LOANS AND FINANCING 1,460,549  1,525,309 
1.02.02.02.02 ADVANCED FOR FUTURE CAPITAL INCREASE 15 
1.02.02.03 FROM OTHER RELATED PARTIES
1.02.03 OTHER 363,871  383,469 
1.02.03.01 LOANS AND FINANCING 142,449  148,858 
1.02.03.02 DEFERRED AND RECOVERABLE TAXES 215,659  228,237 
1.02.03.03 JUDICIAL DEPOSITS
1.02.03.04 INVENTORIES 5,761  6,372 
1.03 PERMANENT ASSETS 4,592,320  4,671,922 
1.03.01 INVESTMENTS 4,582,184  4,661,465 
1.03.01.01 ASSOCIATED COMPANIES
1.03.01.02 SUBSIDIARIES 4,566,721  4,645,533 
1.03.01.03 OTHER INVESTMENTS 15,463  15,932 
1.03.02 PROPERTY, PLANT AND EQUIPMENT 4,481  5,160 
1.03.03 DEFERRED CHARGES 5,655  5,297 

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

1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 03/31/2003 4 - 12/31/2002
2 TOTAL LIABILITIES 7,135,577  7,043,226 
2.01 CURRENT LIABILITIES 271,003  154,189 
2.01.01 LOANS AND FINANCING 229  174 
2.01.02 DEBENTURES 10,104  24,878 
2.01.03 SUPPLIERS 1,406  483 
2.01.04 TAXES, DUTIES AND CONTRIBUTIONS 24,911  4,815 
2.01.04.01 INDIRECT TAXES 8,042  4,815 
2.01.04.02 TAXES ON INCOME 16,869 
2.01.05 DIVIDENDS PAYABLE 224,388  120,854 
2.01.06 PROVISIONS
2.01.07 RELATED PARTY DEBTS
2.01.08 OTHER 9,965  2,985 
2.01.08.01 PAYROLL AND SOCIAL CHARGES 206  258 
2.01.08.02 CONSIGNMENTS IN FAVOR OF THIRD PARTIES 1,203  1,063 
2.01.08.03 EMPLOYEE PROFIT SHARING 7,938  121 
2.01.08.04 OTHER LIABILITIES 618  1,543 
2.02 LONG-TERM LIABILITIES 650,711  648,937 
2.02.01 LOANS AND FINANCING 638  725 
2.02.02 DEBENTURES 600,761  593,893 
2.02.03 PROVISIONS
2.02.04 RELATED PARTY DEBTS
2.02.05 OTHER 49,312  54,319 
2.02.05.01 PAYROLL AND SOCIAL CHARGES 49,312  54,319 
2.02.05.02 SUPPLIERS
2.03 DEFERRED INCOME
2.05 SHAREHOLDERS' EQUITY 6,213,863  6,240,100 
2.05.01 CAPITAL 2,544,432  2,257,611 
2.05.02 CAPITAL RESERVES 361,018  389,751 
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 2,330,328  2,614,653 

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

1 -CODE 2 - DESCRIPTION 3 - FROM
  01/01/2003
  TO 03/31/2003
4 - FROM
  01/01/2003 TO
  03/31/2003
5 - FROM
  01/01/2002
  TO 03/31/2002
6 - FROM
  01/01/2002 TO
  03/31/2002
3.01 GROSS REVENUE
3.02 REVENUE DEDUCTIONS
3.03 NET REVENUE
3.04 COST OF SERVICES RENDERED
3.05 GROSS PROFIT
3.06 OPERATING INCOME (EXPENSES) 16,015  16,015  80,703  80,703 
3.06.01 SELLING EXPENSES
3.06.02 GENERAL AND ADMINISTRATIVE EXPENSES (4,702) (4,702) (7,251) (7,251)
3.06.03 FINANCIAL (69,968) (69,968) 45,848  45,848 
3.06.03.01 FINANCIAL INCOME 98,258  98,258  70,758  70,758 
3.06.03.02 FINANCIAL EXPENSES (168,226) (168,226) (24,910) (24,910)
3.06.04 OTHER OPERATING INCOME 394  394  622  622 
3.06.05 OTHER OPERATING EXPENSES (633) (633) (885) (885)
3.06.06 EQUITY IN SUBSIDIARIES 90,924  90,924  42,369  42,369 
3.07 OPERATING INCOME (LOSS) 16,015  16,015  80,703  80,703 
3.08 NONOPERATING INCOME (EXPENSES) (7,577) (7,577) 20,622  20,622 
3.08.01 REVENUES 73,408  73,408 
3.08.02 EXPENSES (7,577) (7,577) (52,786) (52,786)
3.09 INCOME (LOSS) BEFORE TAXES/PROFIT SHARING 8,438  8,438  101,325  101,325 
3.10 INCOME AND SOCIAL CONTRIBUTION TAXES (29,756) (29,756) (30,576) (30,576)
3.11 DEFERRED INCOME TAX
3.12 STATUTORY PARTICIPATIONS/ CONTRIBUTIONS (185) (185) (534) (534)
3.12.01 PARTICIPATIONS (185) (185) (534) (534)
3.12.02 CONTRIBUTIONS
3.13 REVERSAL OF INTEREST ON OWN CAPITAL 122,000  122,000 
3.15 NET INCOME FOR THE PERIOD 100,497  100,497  70,215  70,215 

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

1 - CODE 2 - DESCRIPTION 3 - FROM
  01/01/2003
  TO 03/31/2003
4 - FROM
  01/01/2003 TO
  03/31/2003
5 - FROM
  01/01/2002
  TO 03/31/2002
6 - FROM
  01/01/2002 TO
  03/31/2002
  NUMBER OF SHARES, EX-TREASURY SOTCK (THOUSAND) 355,650,776  355,650,776  352,219,027  352,219,027 
  EARNINGS PER SHARES 0.00028 0.00028 0.00020 0.00020
  LOSS PER SHARES        

FEDERAL PUBLIC SERVICE
SECURITIES AND EXCHANGE COMMISSION (CVM)
QUARTERLY INFORMATION
COMMERCIAL COMPANY INDUSTRIAL AND OTHERS

CORPORATION LAW

Base Date - March 31, 2003


01768-0 BRASIL TELECOM PARTICIPAÇÕES S.A. 02.570.688/0001-70


04.01 - NOTES TO THE QUATERLY REPORT

NOTES TO THE FINANCIAL STATEMENTS

Quarter ended March 31, 2003

(In thousands of Brazilian reais)

1. OPERATIONS

Brasil Telecom Participações S/A 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 53.45% of the Company’s voting capital and 20.09% of total capital.

The Company is filed 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, at the following address: www.anatel.gov.br.

The subsidiary Brasil Telecom S.A. controls 2 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”). The control was assumed on October 23, 2001, when NTP, previously a minority investment, promoted a partial spin-off of its assets, in the amount of the portion held by the other investors. NTP is engaged in holding interest in Internet Group (Cayman) Limited, which, at the balance sheet date, represents a minority interest.

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 Brasil Telecom S.A, Nova Tarrafa Participações Ltda., BrT Serviços de Internet S.A. and Brasil Telecom Celular S.A..

Some of the main consolidation procedures are:

•   Elimination of intercompany balances, as well as revenue and expenses of transactions among them;

•   Elimination of the investor's shareholdings, reserves and accumulated results in the investees;

•   Segregation of the portions of shareholders’ equity and result of minority shareholders, indicated in the specific items.

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 represent interest earned on accounts receivable that are settled after maturity, gains on financial investments and hedge, when incurred financial expenses represent interest incurred and other charges on loans, financing and other financial transactions.

Credited interest on own 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 start.

n.     Benefits to Employees: Private pension plans and other retirement benefits sponsored by the Company and its Subsidiaries to 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 of adjustments to the provision, they are recognized in the profit and loss accounts in accordance with the afore mentioned instruction. Supplementary information regarding private pension plans and other benefits to employees is described are Note 6.

o.     Employee 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 Brasil Telecom S.A. and Nova Tarrafa Participações Ltda.

Operations between related parties and Brasil Telecom Participações S.A. are carried out under normal prices and market conditions. The principal transactions are:

Solpart Participações S.A.

Dividends/ Interest on Own Capital: of the interest on own 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$40,425 (R$19,141 on 12/31/02).

Brasil Telecom S.A.

Dividends/Interest on Own Capital: in the quarter, the subsidiary credited to the Company interest on own capital in the amount of R$162,425 (R$52,963 in the same period last year). The balance of this asset as of March 31, 2003, net from the withholding tax including the balance provisioned in 2002, is R$319,423 (R$181,362 as of December 31, 2002).

Loans with Subsidiary: Asset balance as of March 31, 2003 arises from the spin-off of Telebrás and is indexed to exchange variation, plus interest of 1.75% per year, amounting to R$108,529 (R$120,081 on December 31, 2002). Yield recognized in income for the quarter (financial loss) was R$5,339 (R$20,252 in 2001) due to the decrease of the exchange rate of the American dollar against the Brazilian real (R$647 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, with 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 March 31, 2003 is R$1,352,020 (R$1,405,228 on December 31, 2002)) and the yield recognized in the income for the quarter represents R$74,499 (R$55,526 in 2002).

Accounts Receivable and Payable: arising from transactions related to operating income/expenses due to use of installations and logistic support. As of March 31, 2003, balance receivable is R$33 (R$663 payable as of December 31, 2002) and the amounts recorded in income for the quarter are comprising operating Expenses of R$566 (R$551 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 03/31/03 12/31/02 03/31/03 12/31/02
  SUBSIDIARIES         
Company   Nova Tarrafa Participacoes Ltda. 15  - -
  MINORITY INVESTMENTS        
Brasil Telecom S.A.   Vant Telecomunicacoes S.A. - 5,196  1,809
TOTAL   12,019 5,196  1,809

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 2,60% of the gross revenue (2.87% 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 telephony 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
  03/31/03 12/31/02 03/31/03 12/31/02
ASSETS            
Loan agreements with subsidiary 108,529  120,081 
Loans and financing 142,449  148,858  142,449  148,858 
TOTAL 250,978  268,939  142,449  148,858 
NONCURRENT ASSETS 250,978  268,939  142,449  148,858 

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 5.6% (5.8% on 12/31/02) of the total liabilities. To minimize this type of risk, the subsidiary enters into swap agreements with financial institutions to hedge foreign exchange exposures. 37% (38% on 12/31/02) 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$20,542 (loss of R$6,548 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
  03/31/03 12/31/02
  Book
Value
Market
Value
Book
Value
Market
Value
LIABILITIES                    
Loans and financing 867  646  898  560 
TOTAL 867  646  898  560 
CURRENT 228  168  173  108 
LONG-TERM 639  478  725  452 

  CONSOLIDATED
  03/31/03 12/31/02
  Book
Value
Market
Value
Book
Value
Market
Value
LIABILITIES            
Loans and financing 230,324  171,315  224,626  199,930 
TOTAL 230,324  171,315  224,626  199,930 
CURRENT 77,810  28,247  55,648  40,585 
LONG-TERM 152,514  143,068  168,978  159,345 

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$13,978 (R$13,349 on December 31, 2002) 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
  03/31/03  12/31/02  03/31/03  12/31/02 
ASSETS            
Debentures linked to CDI 1,352,020  1,405,228 
Loans linked to CDI and Col. 27 (FGV) 13,978  13,349 
TOTAL 1,352,020  1,405,228  13,978  13,349 
  CURRENT 7,471  6,795 
  NONCURRENT ASSETS 1,352,020  1,405,228  6,507  6,554 

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 91.1% 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 76% 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 CONSOLIDATED
  Book and Market Value Book and Market Value
  03/31/03  12/31/02  03/31/03  12/31/02 
LIABILITIES            
Loans linked to TJLP (including Debentures) 610,865  618,772  2,609,124  2,693,835 
Loans linked to UMBNDES 281,352  307,413 
CDI 981,853  924,617 
Loans linked to IGPM 25,087  25,647 
Other loans 20,111  29 
TOTAL 610,865  618,772  3,917,527  3,951,541 
  CURRENT 10,105  24,879  581,872  536,226 
  LONG-TERM 600,760  593,893  3,335,655  3,415,315 

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$7,305.

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:

  03/31/03 12/31/02
  Book
Value
Market
Value
Book
Value
Market
Value
INVESTMENTS 4,582,184  3,891,144  4,661,465  4,089,755 
Equity in subsidiaries 4,566,721  3,875,681  4,645,533  4,073,823 
Listed in Stock Exchange
Not Listed in Stock Exchange
4,539,712 
37,009 
3,838,672 
37,009 
4,608,510 
37,023 
4,036,800 
37,023 
Other investments 15,463  15,463  15,932  15,932 

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 March 31, 2003, the Company had temporary cash investments in the amount of R$254,155 (R$173,086 as of December 31, 2002). Income earned to the balance sheet date are recorded in financial income and amounts to R$13,875 (R$7,881 in 2002). Amounts in the consolidated financial statements are cash investments of R$1,507,272 (R$1,533,317 as of December 31, 2002) and R$67,029 (R$14,587 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 Complementary 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 79% 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 6.25% of the payroll of the plan participants. TCSPREV currently attends to around 79% of the staff.

The company’s contributions were R$3,619 in the quarter (R$3,820 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$31 in the quarter (R$40 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 March 31, 2003, this plan attended to around 14% 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 March 31, 2003, there were 13 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 6.45% of the payroll of the plan participants, whilst the average employee contribution was 6.13%.

In the quarter the company’s contributions were R$498.

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 5.84%. 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$125 (R$901 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$7,451 (R$4,370 in 2002) and provided in the statement income the amount of R$20,341.

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 March 31,2003, the provided actuarial liabilities were R$514,730 (R$501,840 on December 31, 2002). 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$20,341, and payments of R$7,451 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 solely 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 March 31, 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 12/31/2002 622,364 11.34
Balance as of 03/31/2003 622,364 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 of 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 03/31/03 12/31/02
LABOR 329,055  316,334 
TAX 12,731  11,905 
CIVIL 56,411  60,985 
TOTAL 398,197  389,224 
CURRENT 21,059  3,232 
NONCURRENT 377,138  385,992 

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 03/31/03  12/31/02 
LABOR 507,333  440,798 
TAX 693,153  570,460 
CIVIL 304,151  253,771 
TOTAL 1,504,637  1,265,029 

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$1,275,295 (R$717,097 on December 31, 2002).

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$2,257,611 as of December 31, 2002) represented by shares without par value as follows:

  In thousand of shares
TYPE OF SHARES Total of Share Shares held in treasury Outstanding shares
  03/31/03 12/31/02 03/31/03 12/31/02 03/31/03 12/31/02
Common 134,031,688  132,355,516  1,051,100  692,000  132,980,588  131,663,516 
Preferred 222,670,188  219,863,511  222,670,188  219,863,511 
TOTAL 356,701,876  352,219,027  1,051,100  692,000  355,650,776  351,527,027 

  03/31/03 12/31/02
BOOK VALUE PER THOUSAND OUTSTANDING SHARES (R$) 17.47 17.75

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:

  03/31/03 12/31/02
Preferred Shares
(thousands)
 
Amount  Preferred Shares
(thousands)
 
Amount 
Opening balance 692,000  9,175 
Number of shares replaced in circulation 359,100  4,734  692,000  9,175 
Closing balance 1,051,100  13,909  692,000  9,175 

Cost of shares (R$) 03/31/03 12/31/02
Average 13.18 13.25
Minimum 12.51 12.40
Maximum 13.90 13.75

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:

  03/31/03  12/31/02 
Number of preferred shares in treasury (thousand of shares) 1,051,100  692,000 
Quote per lot of thousand shares at BOVESPA (R$) 14.70  13.80 
Market value 15,451  9,550 

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
  03/31/03  12/31/02 
BOOK VALUE 2,344,237  2,623,828 
TREASURY STOCK (13,909) (9,175)
NET BALANCE OF TREASURY STOCK 2,330,328  2,614,653 

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 under 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 own Capital

The dividends are calculated in accordance with Company bylaws and 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 Company bylaws. As a result of a resolution by the Board of Directors, the Company may pay or credit, as dividends, interest on own 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:

  03/31/03 
INTERESTS ON OWN CAPITAL — JSCP CREDITED 122,200 
COMMON SHARES 45,632 
PREFERRED SHARES 76,368 
WITHHOLDING TAX (IRRF) (18,300)
NET JSCP 103,700 

9. OPERATING REVENUE FROM TELECOMMUNICATIONS SERVICES

  CONSOLIDATED
  03/31/03  03/31/02 
LOCAL SERVICE 1,541,153  1,384,813 
Activation fees 5,890  11,059 
Basic subscription 702,708  629,680 
Measured service charges 328,786  302,168 
Fixed to mobile calls - VC1 477,675  413,610 
Rent 523  1,901 
Other 25,571  26,395 
LONG DISTANCE SERVICES 455,226  379,136 
Inter-Sectorial Fixed 245,035  229,525 
Intra-Regional Fixed (Inter-Sectorial) 80,469  74,118 
Fixed to mobile calls - VC2 and VC3 129,588  75,348 
International 133  145 
INTERCONNECTION (USE OF THE NETWORK) 222,691  186,684 
Fixed-Fixed 166,926  143,794 
Mobile-Fixed 55,765  42,890 
LEASE OF MEANS 53,213  72,159 
PUBLIC TELEPHONE 83,754  79,271 
DATA COMMUNICATIONS 171,361  103,341 
SUPPLEMENTARY, INTELLIGENT NETWORK AND ADVANCED TELEPHONY SERVICES 71,009  56,086 
OTHER SERVICES OF THE MAIN ACTIVITY 4,349  - 
OTHER 6,511  5,673 
GROSS OPERATING REVENUE 2,609,267  2,267,163 
TAXES ON GROSS REVENUE (710,984) (606,046)
OTHER DEDUCTIONS FROM GROSS REVENUE (24,625) (22,574)
NET OPERATING REVENUE 1,873,658  1,638,543 

10. COST OF SERVICES RENDERED

  CONSOLIDATED
  03/31/03 03/31/02
PERSONNEL (28,390) (41,720)
MATERIALS (19,362) (19,417)
THIRD-PARTY SERVICES (140,571) (117,551)
INTERCONNECTION (424,666) (353,802)
RENT, LEASING AND INSURANCE (40,243) (40,701)
CONNECTION MEANS (37,513) (5,320)
FISTEL (3,746) (3,052)
DEPRECIATION AND AMORTIZATION (486,133) (464,062)
OTHER (2,747) (1,053)
TOTAL (1,183,371) (1,046,678)

11. SELLING EXPENSES

  CONSOLIDATED
   03/31/03 03/31/02
PERSONNEL (31,097) (24,361)
MATERIALS (292) (350)
THIRD-PARTY SERVICES (73,726) (87,860)
RENT, LEASING AND INSURANCE (688) (2,070)
PROVISION FOR DOUBTFUL ACCOUNTS 1,238 (5,540)
LOSSES ON ACCOUNTS RECEIVABLE (69,140) (59,603)
DEPRECIATION AND AMORTIZATION (1,276) (978)
OTHER (189) (97)
TOTAL (175,170) (180,859)

12. GENERAL AND ADMINISTRATIVE EXPENSES

  PARENT COMPANY CONSOLIDATED
  03/31/03  03/31/02  03/31/03  03/31/02 
PERSONNEL (768) (2,450) (34,349) (42,412)
MATERIALS (39) (8) (670) (1,016)
THIRD-PARTY SERVICES (2,545) (3,675) (87,815) (90,696)
RENT, LEASING AND INSURANCE (660) (408) (17,822) (18,720)
DEPRECIATION AND AMORTIZATION (679) (700) (32,547) (16,261)
OTHER (11) (10) (407) (588)
TOTAL (4,702) (7,251) (173,610) (169,693)

13. OTHER OPERATING INCOME (EXPENSES)

  PARENT COMPANY CONSOLIDATED
  03/31/03 03/31/02 03/31/03 03/31/02
TECHNICAL AND ADMINISTRATIVE SERVICES 394  622  7,928  6,326 
OPERATIONAL INFRASTRUCTURE RENT AND OTHER 9,313  7,101 
FINES 18,189  17,017 
RECOVERED TAXES AND EXPENSES 79  5,901 
WRITE OFF OF REVENUE IN THE PROCESS OF CLASSIFICATION 4,302  5,395 
GAINS/LOSSES ON MAINTENANCE SUPPLIES SALES (8) 812 
TAXES (OTHER THAN ON GROSS REVENUE, INCOME AND SOCIAL CONTRIBUTION TAXES) (60) (301) (9,158) (5,860)
DONATIONS AND SPONSORSHIPS (2,621) (4,463)
CONTINGENCIES - PROVISION/REVERSAL (18,660) (18,141)
REVERSAL OF OTHER PROVISIONS 1,639  333 
LABOR SEVERANCE PAYMENTS (328) (161)
AMORTIZATION OF GOODWILL ON INVESTMENT ACQUISITION (470) (470) (470) (470)
OTHER EXPENSES (103) (114) (3,804) (5,769)
TOTAL (239) (263) 6,401  8,021 

14. FINANCIAL INCOME (EXPENSES), NET

  PARENT COMPANY CONSOLIDATED
  03/31/03  03/31/02  03/31/03  03/31/02 
FINANCIAL INCOME 98,258  70,758  102,893  40,601 
LOCAL CURRENCY 97,770  68,801  95,404  36,800 
ON RIGHTS IN FOREIGN CURRENCY 488  1,957  7,489  3,801 
FINANCIAL EXPENSES (168,226) (24,910) (459,158) (147,558)
LOCAL CURRENCY (33,432) (19,788) (197,506) (103,091)
ON LIABILITIES IN FOREIGN CURRENCY (12,794) (5,122) (55,877) (17,374)
INTEREST ON OWN CAPITAL (122,000) (205,775) (27,093)
TOTAL (69,968) 45,848  (356,265) (106,957)

The interest on own 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
  03/31/03 03/31/02 03/31/03 03/31/02
AMORTIZATION OF GOODWILL ON MERGER (31,004) (31,004)
PROVISION/REVERSAL REALIZABLE VALUE AND FIXED ASSET LOSSES 1,334  (10,123)
GAIN (LOSS) ON PERMANENT ASSET DISPOSALS (8,946) 913 
INVESTMENT GAINS (LOSSES) (7,577) 20,645  (7,577) 20,645 
PROVISION/REVERSAL FOR INVESTMENT LOSSES 151  (1,602)
OTHER NONOPERATING INCOME (EXPENSES) (23) (1,697) (111)
TOTAL (7,577) 20,622  (47,739) (21,282)

16. INCOME AND SOCIAL CONTRIBUTION TAXES

  PARENT COMPANY CONSOLIDATED
  03/31/03 03/31/02 03/31/03 03/31/02
INCOME BEFORE TAXES AND AFTER EMPLOYEE PROFIT SHARING 8,253  100,791  (66,013) 110,118 
EXPENSE RELATED TO SOCIAL CONTRIBUTION TAX (9%) (743) (9,071) 5,941  (9,911)
PERMANENT ADDITIONS (7,135) (41) (3,541) (3,515)
EQUITY LOSS ON INVESTMENTS (7,093) (682)
OTHER (42) (41) (2,859) (3,515)
PERMANENT EXCLUSIONS 904  40  1,858 
EQUITY GAIN ON INVESTMENTS 904  1,858 
OTHER 40 
RATE ADJUSTMENTS ON DEFERRED AMOUNTS - LONG-TERM 527  878 
SOCIAL CONTRIBUTION TAX EXPENSE IN THE STATEMENT OF INCOME (7,878) (7,681) 2,440  (10,690)
INCOME TAX EXPENSE (10%+15%=25%) (2,063) (25,198) 16, (27,530)
PERMANENT ADDITIONS (19,821) (210) (10,349) (11,363)
EQUITY LOSS ON INVESTMENTS (19,703) (1,893)
OTHER (118) (210) (8,456) (11,363)
PERMANENT EXCLUSIONS 2,513  122  5,161 
EQUITY GAIN ON INVESTMENTS 2,513  5,161 
OTHER 122 
INCOME TAX EXPENSE IN THE STATEMENT OF INCOME (21,878) (22,895) 6,276  (33,732)
INCOME AND SOCIAL CONTRIBUTION TAX (EXPENSES)/REVENUES IN THE STATEMENT OF INCOME (29,756) (30,576) 8,716  (44,422)

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
  03/31/03  12/31/02  03/31/03  12/31/02 
CASH 17  14  60  16 
BANKS 163  135,319  62,830 
TEMPORARY CASH INVESTMENTS 254,155  173,086  1,507,272  1,533,317 
TOTAL 254,176  173,263  1,642,651  1,596,163 

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 28% 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
  03/31/03  03/31/02  03/31/03  03/31/02 
OPERATIONS            
NET INCOME FOR THE PERIOD 100,497  70,214  101,371  71,106 
MINORITY INTEREST       47,107  21,683 
INCOME ITEMS THAT DO NOT AFFECT CASH FLOW 79,834  (10,495) 931,990  778,527 
Depreciation and amortization 679  700  519,955  481,569 
Losses on accounts receivable from services 69,140  59,603 
Provision for doubtful accounts (1,238) 5,540 
Provision for contingencies (2,285) 14,168 
Deferred taxes (528) 94,276  9,146 
Amortization of premium paid on the acquisition of investments 31,004  31,004 
Income from writing off permanent assets 21,155  13,075 
Financial charges 27,295  17,751  176,490  93,350 
Equity gain (loss) 71,236  (10,051)
Investment gain/loss 7,577  7,577 
Other expenses/income (26,953) (18,367) 15,916  71,072 
CHANGES IN ASSETS AND LIABILITIES (126,467) (16,070) (382,899) (305,392)
CASH FLOW FROM OPERATIONS 53,864  43,649  697,569  565,924 
             
FINANCING            
Dividends/interest on equity paid during the period (166) (92) (223) (857)
Loans and financing (29,411) (28,949) (198,455) (106,598)
Loans obtained 23,363  3,733 
Loans paid (88) (117,251) (28,850)
Interest paid (29,411) (28,861) (104,567) (81,481)
Variation in shareholders' equity (18)
Stock repurchase (4,734) (4,734)
Other cash flow from financing (10,593) (20,654)
CASH FLOW FROM FINANCING (34,311) (29,041) (214,005) (128,127)

INVESTMENTS            
Short-term financial investments 60,812  65,754  (630) (718)
Providers of investments 922  664  (19,810) (81,943)
Income obtained from the sale of permanent assets 10,736  3,717 
Investments in permanent assets (359) (421) (424,172) (415,464)
Other cash flow from investments (15) (3,200) 10,000 
CASH FLOW FROM INVESTMENTS 61,360  65,997  (437,076) (484,408)
             
CASH FLOW FOR THE PERIOD 80,913  80,605  46,488  (46,611)

CASH AND CASH EQUIVALENTS            
Closing balance 254,176  214,772  1,642,651  418,919 
Opening balance 173,263  134,167  1,596,163  465,530 
VARIATION IN CASH AND CASH EQUIVALENTS 80,913  80,605  46,488  (46,611)

18. TRADE ACCOUNTS RECEIVABLE

  CONSOLIDATED
  03/31/03  12/31/02 
UNBILLED AMOUNTS 603,294  572,453 
BILLED AMOUNTS 1,286,798  1,124,166 
ALLOWANCE FOR DOUBTFUL ACCOUNTS (152,530) (153,768)
TOTAL 1,737,562  1,542,851 
CURRENT 1,105,897  956,109 
PAST DUE - 01 TO 30 DAYS 304,370  327,993 
PAST DUE - 31 TO 60 DAYS 134,280  120,040 
PAST DUE - 61 TO 90 DAYS 94,982  67,404 
PAST DUE - 91 TO 120 DAYS 66,591  53,220 
PAST DUE - OVER 120 DAYS 183,972  171,853 

19. LOANS AND FINANCING — ASSETS

  PARENT COMPANY CONSOLIDATED
  03/31/03  12/31/02  03/31/03  12/31/02 
LOANS            
LOANS TO SUBSIDIARY 108,529  120,081 
LOANS 142,449  148,858  156,427  162,207 
FINANCING            
DEBENTURES OF SUBSIDIARY 1,352,020  1,405,228 
TOTAL 1,602,998  1,674,167  156,427  162,207 
CURRENT 7,471  6,795 
NONCURRENT 1,602,998  1,674,167  148,956  155,412 

The loans and financing account includes the amount of R$142,449 (R$148,858 on December 31, 2002), related to the assets transferred to Brasil Telecom Participaç&otidle;es 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
  03/31/03 12/31/02 03/31/03 12/31/02
SOCIAL CONTRIBUTION TAX        
DEFERRED SOCIAL CONTRIBUTION TAX on:        
Provision for contingencies 35,838  34,967 
Allowance for doubtful accounts 13,728  13,839 
Negative calculation base 14,121  173 
Provision for employee profit sharing 104  59  3,300  3,094 
Unrealized revenue 1,866  1,985 
Goodwill on Bluetel acquisition (CVM Instr. 349/01) 33,241  37,989  33,241  37,989 
Goodwill on CRT acquisition 45,438  49,698 
Provision for pension plan actuarial insufficiency coverage 46,326  45,166 
Other provisions 37  3,787  5,167 
SUBTOTAL 33,345  38,085  197,645  192,078 
INCOME TAX        
DEFERRED INCOME TAX on:        
Provision for contingencies 99,549  97,130 
Allowance for doubtful accounts 38,133  38,442 
Tax loss carryforwards 36,148  479 
Provision for employee profit sharing 201  165  7,939  7,637 
Unrealized revenue 5,182  5,512 
ICMS - 69/98 Agreement 30,861  28,650 
Goodwill on Bluetel acquisition (CVM Instr. 349/01) 92,335  105,526  92,335  105,526 
Goodwill on CRT acquisition 128,682  138,051 
Provision for pension plan actuarial insufficiency coverage 126,218  125,460 
Provision for COFINS/CPMF suspended collection 12,631  12,294 
Other provisions 11,022  14,402 
SUBTOTAL 92,536  105,691  588,700  573,583 
TOTAL 125,881  143,776  786,345  765,661 
CURRENT 72,319  72,018  298,208  244,962 
NONCURRENT 53,562  71,758  488,137  520,699 

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, a technical study having been approved by the executive and supervisory reports and examined by the fiscal council.

  PARENT COMPANY CONSOLIDATED
  03/31/03 12/31/02 03/31/03 12/31/02
2003 54,123  72,018  228,094  244,962 
2004 71,758  71,758  184,762  176,154 
2005 110,776  111,326 
2006 36,505  40,025 
2007 36,505  38,160 
2008 - 2010 74,357  74,897 
2011 - 2012 23,173  17,000 
After 2012 92,173  63,137 
TOTAL 125,881  143,776  786,345  765,661 
CURRENT 72,319  72,018  298,208  244,962 
NONCURRENT 53,562  71,758  488,137  520,699 

The recoverable amount foreseen after the year 2012 is 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 9 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
  03/31/03 12/31/02 03/31/03 12/31/02
INCOME TAX 218,834  176,622  246,153  190,882 
SOCIAL CONTRIBUTION TAX 10,138  9,742  10,487  11,190 
ICMS (state VAT) 34  34  349,373  338,083 
OTHER 2,655  3,659 
TOTAL 229,015  186,407  608,668  543,814 
CURRENT 66,918  29,928  235,241  171,053 
NONCURRENT 162,097  156,479  373,427  372,761 

21. JUDICIAL DEPOSITS

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

  PARENT COMPANY CONSOLIDATED

NATURE OF RELATED LIABILITIES 03/31/03 12/31/02 03/31/03 12/31/02
LABOR 162,336  153,745 
CIVIL 3,107  4,613 
TAX            
CHALLENGED TAXES - ICMS 69/98 AGREEMENT 122,921  114,406 
OTHER 59,902  59,326 
TOTAL 348,266  332,090 
CURRENT 8,728  724 
NONCURRENT 339,538  331,366 
  PARENT COMPANY CONSOLIDATED
  03/31/03 12/31/02 03/31/03 12/31/02
RECEIVABLES FROM OTHER TELECOM COMPANIES 49,102  47,515 
ADVANCES TO SUPPLIERS 39,412  47,795 
CONTRACTUAL GUARANTEES AND RETENTIONS 148  148  15,935  15,935 
ADVANCES TO EMPLOYEES 74  74  26,740  30,612 
RECEIVABLES FROM SALE OF ASSETS 9,666  7,032 
PREPAID EXPENSES 8,670  9,528  74,562  58,370 
ASSETS FOR SALE 2,385  2,412 
TAX INCENTIVES 14,473  14,473 
COMPULSORY DEPOSITS 1,750  1,750 
OTHER 2,425  2,563  13,071  12,989 
TOTAL 11,317  12,313  247,096  238,883 
CURRENT 5,556  5,941  171,113  163,469 
NONCURRENT 5,761  6,372  75,983  75,414 

23. INVESTMENTS

  PARENT COMPANY CONSOLIDATED
  03/31/03 12/31/02 03/31/03 12/31/02
INVESTMENT VALUED USING THE EQUITY METHOD 4,566,721  4,645,533 
GOODWILL ON ACQUISITION OF INVESTMENTS 5,009  5,478  5,009  5,478 
INVESTMENTS VALUED USING THE ACQUISITION COST 8,701  8,701  192,322  130,859 
TAX INCENTIVES (NET OF ALLOWANCE FOR LOSSES) 1,753  1,753  28,626  28,476 
OTHER INVESTMENTS 350  350 
TOTAL 4,582,184  4,661,465  226,307  165,163 

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

  BT S.A.  NTP (Ltda.) 
SHAREHOLDERS' EQUITY 6,837,477  37,009 
Capital 3,373,097  32,625 
BOOK VALUE PER SHARE/sharequota (r$) 0.013  1.13 
net income/(LOSS) IN THE QUARTER 138,311  (14)
NUMBER of shares/sharequotas held by company      
common shares 241,646,691,695 
preferred shares 114,787,167,580 
sharequotas 32,624,928 
ownership % in subsidiary's capital      
in total capital 66.01% 99.99%
in voting capital 96.81% 99.99%
equity pickup Gain/(LOSS) in THE QUARTER      
FROM OPERATIONS 90,924  (14)
OTHER THAN FROM OPERATIONS (LOSSES) (7,577)
dividends/interest on OWN capital receivable 138,061 

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  
  03/31/03 12/31/02
NATURE Annual depreciation rates Cost Accumulated depreciation Net book value Net book value
BUILDINGS 4% 62  (32) 30  31 
BUILDINGS 4% 62  (32) 30  31 
ASSETS FOR GENERAL USE 5% - 20% 52,994  (48,621) 4,373  5,049 
OTHER ASSETS 10% - 20% 3,886  (3,808) 78  80 
TOTAL   56,942  (52,461) 4,481  5,160 

  CONSOLIDATED  
  03/31/03 12/31/02
NATURE Annual depreciation rates Cost Accumulated depreciation Net book value Net book value
CONSTRUCTION IN PROGRESS - 928,769  928,769 1,209,507
PUBLIC SWITCHING EQUIPMENT 20% 5,592,907  (4,376,031) 1,216,876 1,333,022
EQUIPMENTS AND TRANSMISSION MEANS 5%- 20% 10,980,038  (6,896,827) 4,083,211 4,129,196
TERMINATORS 20% 468,306  (367,601) 100,705  102,688 
DATA COMMUNICATION EQUIPMENT 20% 748,838  (234,832) 514,006  412,668 
BUILDINGS 4% 901,136  (468,455) 432,681  423,474 
INFRASTRUCTURE 4%- 20% 3,300,075  (1,493,115) 1,806,960 1,829,434
ASSETS FOR GENERAL USE 5% - 20% 689,871  (424,768) 265,103  266,057 
LAND - 82,791  82,791  84,814 
OTHER ASSETS 5% - 20% 591,029  (174,600) 416,429  232,719 
TOTAL   24,283,760  (14,436,229) 9,847,531 10,023,579

The Company and the subsidiary Brasil Telecom S.A. rent properties, posts, passage 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$4 for the Company and R$45,236 (R$37,805 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$387 (R$370 in 2002) for the Company and R$10,962 (R$12,296 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$269 (R$37 in 2002) for the Company and R$2,462 (R$1,859 in 2002) for the consolidated.

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

Type Cover Amount insured
03/31/03 12/31/02
Operating risks Buildings, machinery and equipment, installations,
call centers, towers,infrastructure and information
technology equipment
9,745,318 8,683,331
Loss of profit Fixed expenses and net income 7,026,154 5,240,051
Performance bonds Compliance with contractual obligations 114,281 77,064

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  
    03/31/03   12/31/02
  Cost Accumulated Amortization Net book
Value
Net book
Value
INSTALLATION AND REORGANIZATION COSTS 5,655 - 5,655 5,297
TOTAL 5,655 - 5,655 5,297
    CONSOLIDATED  
GOODWILL ON CRT MERGER 03/31/03 12/31/02
Cost Accumulated Amortization Net book
Value
Net book
Value
620,073  (289,368) 330,705  361,709 
INSTALLATION AND REORGANIZATION COSTS 84,924  (4,560) 80,364  80,127 
DATA PROCESSING SYSTEMS 266,589  (36,673) 229,916  214,871 
OTHER 15,959  (5,936) 10,023  10,331 
TOTAL 987,545 (336,537) 651,008 667,038

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
  03/31/03 12/31/02 03/31/03 12/31/02
SALARIES AND COMPENSATION 66  94  7,216  3,149 
PAYROLL CHARGES 134  151  53,733  45,900 
BENEFITS 13  2,225  3,218 
OTHER 1,083  3,529 
TOTAL 206  258  64,257  55,796 
CURRENT 206  258  52,020  44,352 
NONCURRENT 12,237  11,444 

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
  03/31/03 12/31/02 03/31/03 12/31/02
TRADE ACCOUNTS PAYABLE 1,406  483  901,494  923,609 
THIRD-PARTY CONSIGNMENTS 7,938  121  111,437  78,750 
TOTAL 9,344  604  1,012,931  1,002,359 
CURRENT 9,344  604  1,006,208  998,236 
NONCURRENT 6,723  4,123 

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
  03/31/03 12/31/02 03/31/03 12/31/02
ICMS (STATE VAT) 43  43  671,647  607,361 
TAXES ON OPERATING REVENUES (COFINS/PIS) 7,994  4,766  81,738  79,320 
OTHER 10,016  14,491 
TOTAL 8,042  4,815  763,401  701,172 
CURRENT 8,042  4,815  375,455  356,720 
NONCURRENT 392,027  344,452 

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
  03/31/03 12/31/02 03/31/03 12/31/02
SOCIAL CONTRIBUTION TAX            
LAW 8,200/91 - SPECIAL MONETARY RESTATEMENT 4,295  4,440 
UNEARNED FINANCIAL INCOME 13,053  14,378  13,053  14,378 
OTHER DEFERRED AMOUNTS 4,464  4,638  4,001 
SUBTOTAL 17,517  14,378  21,986  22,819 
INCOME TAX        
LAW 8,200/91 - SPECIAL MONETARY RESTATEMENT 11,930  12,332 
UNEARNED FINANCIAL INCOME 36,259  39,941  36,259  39,941 
SUSPENDED LIABILITIES 14,539  13,873 
OTHER DEFERRED AMOUNTS 12,405  12,884  6,952 
SUBTOTAL 48,664  39,941  75,612  73,098 
TOTAL 66,181  54,319  97,598  95,917 
CURRENT 16,869  21,249  14,679 
NONCURRENT 49,312  54,319  76,349  81,238 

30. DIVIDENDS, INTEREST ON OWN CAPITAL AND EMPLOYEE PROFIT SHARING

  PARENT COMPANY CONSOLIDATED
  03/31/03 12/31/02 03/31/03 12/31/02
MAJORITY SHAREHOLDERS 40,425  19,141  40,425  19,141 
MINORITY SHAREHOLDERS 183,963  101,713  384,036  230,634 
TOTAL OF SHAREHOLDERS 224,388  120,854  424,461  249,775 
EMPLOYEE PROFIT SHARING 1,203  1,063  33,594  40,390 
TOTAL 225,591  121,917  458,055  290,165 

31. LOANS AND FINANCING (INCLUDING DEBENTURES)

  PARENT COMPANY CONSOLIDATED
  03/31/03 12/31/02 03/31/03 12/31/02
FINANCING 546,156  546,199  3,780,048  3,869,362 
ACCRUED INTEREST 65,576  73,471  367,803  306,805 
TOTAL 611,732  619,670  4,147,851  4,176,167 
CURRENT 10,333  25,052  659,682  591,874 
NONCURRENT 601,399  594,618  3,488,169  3,584,293 

Financing

  PARENT COMPANY CONSOLIDATED
  03/31/03 12/31/02 03/31/03 12/31/02
BNDES 2,279,610  2,382,477 
DEBENTURES 610,865  618,772  1,592,718  1,543,388 
FINANCIAL INSTITUTIONS 268,790  229,983 
SUPPLIERS 867  898  6,733  20,319 
TOTAL 611,732  619,670  4,147,851  4,176,167 

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 19% p.a..

Financing denominated in foreign currency: bear fixed interest rates of 1.75% to 15.50% p.a., resulting in an average rate of 14.51% p.a. and variable interest rates of LIBOR plus 0.5% to 4.0% p.a., resulting in an average rate of 2.92% p.a. The LIBOR rate on March 31, 2003 for semiannual payments was 1.23% 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$610,865, 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
  03/31/03 12/31/02 03/31/03 12/31/02
2004 180,411  178,375  1,478,020  1,602,571 
2005 180,411  178,375  713,613  702,571 
2006 240,487  237,764  752,164  740,054 
2007 90  104  499,535  489,312 
2008 15,392  13,210 
2009 14,479  12,688 
2010 and after 14,966  23,887 
TOTAL 601,399  594,618  3,488,169  3,584,293 

Currency/index debt composition

  PARENT COMPANY CONSOLIDATED
  03/31/03 12/31/02 03/31/03 12/31/02
TJLP (Long-term interest rate) 610,865  618,772  2,609,124  2,693,835 
UMBNDES (BNDES Basket of Currencies) 281,352  307,413 
CDI 981,853  924,617 
US DOLLARS 867  898  230,324  224,626 
IGPM 25,087  25,647 
OTHER 20,111  29 
TOTAL 611,732  619,670  4,147,851  4,176,167 

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 37% of its dollar-denominated loans and financing with third parties and 76% 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 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$191,125 (R$174,991 on 12/31/02).

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
  03/31/03 12/31/02
PROVISION FOR PENSION PLANS 514,730  501,840 
TOTAL 514,730  501,840 
CURRENT 84,693  92,144 
NONCURRENT 430,037  409,696 

34. OTHER LIABILITIES

  PARENT COMPANY CONSOLIDATED
  03/31/03 12/31/02 03/31/03 12/31/02
SELF-FINANCING FUNDS 28,637  28,552 
SELF-FINANCING INSTALLMENT REIMBURSEMENT - PCT 11,978  13,425 
LIABILITIES WITH OTHER TELECOM COMPANIES 9,056  8,791 
LIABILITIES FOR ACQUISITION OF TAX CREDITS 20,898  20,898 
BANK TRANSFER AND DUPLICATE RECEIPTS IN PROCESS 12,900  11,471 
CPMF - SUSPENDED COLLECTION 21,170  20,569 
SOCIAL SECURITY CONTRIBUTION - INSTALLMENT PAYMENT 4,229  4,229 
PREPAYMENTS 2,777  5,804 
OTHER TAXES PAYABLE 447  219 
OTHER 618  1.543 1,085  1,077 
TOTAL 618  113,177 618  115,035
CURRENT 618  1.543 86,036  87,306 
NONCURRENT 27,141  27,729 

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.

In case the court decision is for the credit reimbursement to be made through shares, and considering the various criteria to be appreciated by the judge for calculating the number of shares to which each subscriber would be entitled, the Subsidiary

also made available the shares of its own issuance that it was able to acquire to keep in treasury, based on CVM special authorization for this purpose.

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
  03/31/03 03/31/02 03/31/03 03/31/02
PARENT COMPANY 100,497  70,215 6,213,863 6,240,100
Records in Subsidiary's Shareholders' Equity:          
Tax rate of Social Contribution 18     
Interest capitalized in Subsidiary 874  873  (13,679) (14,553)
CONSOLIDATED 101,371  71,106   6,200,184   6,225,547

37. COMMITMENTS

Acquisition of Stock Interest and Assets of GlobeNet

On November 15, 2002, the subsidiary Brasil Telecom S.A. signed a purchase and sale contract for stock and assets, acquiring the entire system of submarine fiber-optic cables of the GlobeNet Group, interconnecting connection points in the regions of New York and Miami (United States), St. David’s (Bermuda Islands), Fortaleza and Rio de Janeiro (Brazil) and Maiquetia (Caracas, Venezuela). The transaction will be executed by acquiring the assets located in the United States, the Bermuda Islands, Brazil and Venezuela.

The value of the transaction will be equivalent to US$ 48,000,000.00 (forty-eight million U.S. dollars), of which US$ 28,800,000.00 (twenty-eight million and eight hundred thousand U.S. dollars) payable on the closing date of the transaction and the remainder of US$ 19,200,000.00 (nineteen million and two hundred thousand U.S. dollars) payable within 18 (eighteen) months after payment of the first installment.

The GlobeNet Group was created in 1998 to provide fiber-optic communications services in United States and internationally between the United States and South America. The GlobeNet system comprises two rings of protected submarine cables, representing approximately 22,000 km of fiber-optic cable cables connecting Brazil with the United States, passing through Venezuela and the Bermuda islands. With this installed capacity, no additional investments in fixed assets are expected in the short term.

This transaction does not include acquisition of the telecommunications service provider in Brazil, neither does it signify the direct or indirect provision by the Subsidiary or its wholly-owned subsidiary BrTI of other telecommunications services in addition to those currently provided in Region II of the General Concessions Plan.

The purchase transaction is awaiting the necessary legal proceedings by the regulatory agencies and compliance with the conditions necessary for completion.

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 Telecomunicaç&otidle;es 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 US dollars) and US$100.00 (one hundred US 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 US 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 a 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.

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 - 03/31/2004 4 - 12/31/2002
1 TOTAL ASSETS 16,291,976  16,102,429 
1.01 CURRENT ASSETS 4,101,792  3,749,326 
1.01.01 CASH AND CASH EQUIVALENTS 1,642,651  1,596,163 
1.01.02 CREDITS 1,737,562  1,542,851 
1.01.02.01 ACCOUNTS RECEIVABLE FROM SERVICES 1,737,562  1,542,851 
1.01.03 INVENTORIES 389  23,309 
1.01.04 OTHER 721,190  587,003 
1.01.04.01 LOANS AND FINANCING 7,471  6,795 
1.01.04.02 DEFERRED AND RECOVERABLE TAXES 533,449  416,015 
1.01.04.03 JUDICIAL DEPOSITS 8,728  724 
1.01.04.04 DIVIDENDS RECEIVABLE 429 
1.01.04.05 OTHER ASSETS 171,113  163,469 
1.02 NONCURRENT ASSETS 1,465,338  1,497,323 
1.02.01 OTHER CREDITS
1.02.02 INTERCOMPANY RECEIVABLES 5,196  1,809 
1.02.02.01 FROM ASSOCIATED COMPANIES 5,196  1,809 
1.02.02.02 FROM SUBSIDIARIES
1.02.02.03 FROM OTHER RELATED PARTIES
1.02.03 OTHER 1,460,142  1,495,514 
1.02.03.01 LOANS AND FINANCING 148,956  155,412 
1.02.03.02 DEFERRED AND RECOVERABLE TAXES 861,564  893,460 
1.02.03.03 JUDICIAL DEPOSITS 339,538  331,366 
1.02.03.04 INVENTORIES 34,101  39,862 
1.02.03.05 OTHER ASSETS 75,983  75,414 
1.03 PERMANENT ASSETS 10,724,846  10,855,780 
1.03.01 INVESTMENTS 226,307  165,163 
1.03.01.01 ASSOCIATED COMPANIES 107,481  3,870 
1.03.01.02 SUBSIDIARIES
1.03.01.03 OTHER INVESTMENTS 118,826  161,293 
1.03.02 PROPERTY, PLANT AND EQUIPMENT 9,847,531  10,023,579 
1.03.03 DEFERRED CHARGES 651,008  667,038 

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

1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 03/31/2004 - 12/31/2002
2 TOTAL LIABILITIES 16,291,976  16,102,429 
2.01 CURRENT LIABILITIES 2,764,457  2,478,708 
2.01.01 LOANS AND FINANCING 567,725  542,379 
2.01.02 DEBENTURES 91,957  49,495 
2.01.03 SUPPLIERS 894,771  919,486 
2.01.04 TAXES, DUTIES AND CONTRIBUTIONS 396,704  371,399 
2.01.04.01 INDIRECT TAXES 375,455  356,720 
2.01.04.02 TAXES ON INCOME 21,249  14,679 
2.01.05 DIVIDENDS PAYABLE 424,461  249,775 
2.01.06 PROVISIONS 105,752  95,376 
2.01.06.01 PROVISION FOR CONTINGENCIES 21,059  3,232 
2.01.06.02 PROVISION FOR PENSION PLAN 84,693  92,144 
2.01.07 RELATED PARTY DEBTS
2.01.08 OTHER 283,087  250,798 
2.01.08.01 PAYROLL AND SOCIAL CHARGES 52,020  44,352 
2.01.08.02 CONSIGNMENTS IN FAVOR OF THIRD PARTIES 33,594  40,390 
2.01.08.03 EMPLOYEE PROFIT SHARING 111,437  78,750 
2.01.08.04 OTHER LIABILITIES 86,036  87,306 
2.02 LONGTERM LIABILITIES 5,009,105  5,032,117 
2.02.01 LOANS AND FINANCING 1,987,408  2,090,400 
2.02.02 DEBENTURES 1,500,761  1,493,893 
2.02.03 PROVISIONS 800,175  795,688 
2.02.03.01 PROVISION FOR CONTINGENCIES 377,138  385,992 
2.02.03.02 PROVISION FOR PENSION PLAN 430,037  409,696 
2.02.04 RELATED PARTY DEBTS
2.02.05 OTHER 713,761  652,136 
2.02.05.01 PAYROLL AND SOCIAL CHARGES 12,237  11,444 
2.02.05.02 SUPPLIERS 6,723  4,123 
2.02.05.03 INDIRECT TAXES 392,027  344,452 
2.02.05.04 TAXES ON INCOME 76,349  81,238 
2.02.05.05 LICENSE FOR OPERATING TELECOMS SERVICES 191,125  174,991 
2.02.05.06 OTHER LIABILITIES 27,141  27,729 
2.02.05.07 FUND FOR CAPITALIZATION 8,159  8,159 
2.03 DEFERRED INCOME 10,465  11,032 
2.04 MINORITY INTERESTS 2,307,765  2,355,025 
2.05 SHAREHOLDERS’ EQUITY 6,200,184  6,225,547 
2.05.01 CAPITAL 2,544,432  2,257,611 
2.05.02 CAPITAL RESERVES 361,018  389,751 
2.05.03 REVALUATION RESERVES
2.05.03.01 COMPANY ASSETS
2.05.03.02 SUBSIDIARIES/ASSOCIATED COMPANIES

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

1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 03/31/204 4 - 12/31/2002
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 2,316,649  2,600,100 

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

1 - CODE 2 - DESCRIPTION 3 - FROM
  01/01/2003
  TO 03/31/2003
4 - FROM
  01/01/2003 TO
  03/31/2003
5 - FROM
  01/01/2002
  TO 03/31/2002
6 - FROM
  01/01/2002 TO
  03/31/2002
3.01 GROSS REVENUE 2,609,267  2,609,267  2,267,163  2,267,163 
3.02 REVENUE DEDUCTIONS (735,609) (735,609) (628,620) (628,620)
3.03 NET REVENUE 1,873,658  1,873,658  1,638,543  1,638,543 
3.04 COST OF SERVICES RENDERED (1,183,371) (1,183,371) (1,046,678) (1,046,678)
3.05 GROSS PROFIT 690,287  690,287  591,865  591,865 
3.06 OPERATING INCOME (EXPENSES) (698,644) (698,644) (449,488) (449,488)
3.06.01 SELLING EXPENSES (175,170) (175,170) (180,859) (180,859)
3.06.02 GENERAL AND ADMINISTRATIVE EXPENSES (173,610) (173,610) (169,693) (169,693)
3.06.03 FINANCIAL (356,265) (356,265) (106,957) (106,957)
3.06.03.01 FINANCIAL INCOME 102,893  102,893  40,601  40,601 
3.06.03.02 FINANCIAL EXPENSES (459,158) (459,158) (147,558) (147,558)
3.06.04 OTHER OPERATING INCOME 58,430  58,430  46,709  46,709 
3.06.05 OTHER OPERATING EXPENSES (52,029) (52,029) (38,688) (38,688)
3.06.06 EQUITY IN SUBSIDIARIES
3.07 OPERATING INCOME (LOSS) (8,357) (8,357) 142,377  142,377 
3.08 NONOPERATING INCOME (EXPENSES) (47,739) (47,739) (21,282) (21,282)
3.08.01 REVENUES 15,947  15,947  132,010  132,010 
3.08.02 EXPENSES (63,686) (63,686) (153,292) (153,292)
3.09 INCOME (LOSS) BEFORE TAXES/ PROFIT SHARING (56,096) (56,096) 121,095  121,095 
3.10 INCOME AND SOCIAL CONTRIBUTION TAXES 8,716  8,716  (44,422) (44,422)
3.11 DEFERRED INCOME TAX
3.12 STATUTORY PARTICIPATIONS/CONTRIBUTIONS (9,917) (9,917) (10,977) (10,977)
3.12.01 PARTICIPATIONS (9,917) (9,917) (10,977) (10,977)
3.12.02 CONTRIBUTIONS
3.13 REVERSAL OF INTEREST ON OWN CAPITAL 205,775  205,775  27,093  27,093 
3.14 MINORITY INTERESTS (47,107) (47,107) (21,683) (21,683)
3.15 NET INCOME FOR THE PERIOD 101,371  101,371  71,106  71,106 

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

1 - CODE 2 - DESCRIPTION 3 - FROM
  01/01/2003
  TO 03/31/2003
4 - FROM
  01/01/2003 TO
  03/31/2003
5 - FROM
  01/01/2002
  TO 03/31/2002
6 - FROM
  01/01/2002 TO
  03/31/2002
  NUMBER OF SHARES, EX-TREASURY SOTCK (THOUSAND) 355,650,776  355,650,776  352,219,027  352,219,027 
  EARNINGS PER SHARES 0.00029 0.00029 0.00020 0.00020
  LOSS PER SHARES        

08.01 - COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER

PERFORMANCE REPORT - 1st QUARTER 2003

The performance report presents the consolidated figures of Brasil Telecom Participações S.A. and its subsidiaries Nova Tarrafa Participações Ltda., Brasil Telecom S.A its wholly-owned subsidiaries BrT Serviços de Internet S.A. and BrT Celular S.A.

Operating performance

Plant


OPERATING DATA 1Q03 4Q02 1Q03/4Q02 (%)

Lines Installed (Thousand) 10,608  10,548  0.6
Additional Lines Installed (Thousand) 60  1,510.0

Lines In Service - Les (Thousand) 9,595  9,465  1.4
- Residential 6,679  6,852  1.7
- Non-Residential 1,548  1,540  0.5
- Public Telephones - Tup (Thousand) 296  293  1.0
- Prepaid 215  206  4.3
- Other (Includes Trunks) 557  564  (1.4)
Additional Lines In Service (Thousand) 130  237  (45.2)

Average Lines In Service - Lmes (Thousand) 9,530  9,347  2.0

Density of Terminals in Service/100 Inhabitants 23.2  23.1  0.5
Public Telephones - Tup (Thousand) 7.2  7.2  0.2
Density of Public Telephones - Tup/100 Lines Installed 2.79  2.78  0.4

Utilization Rate (In Service/Installed) 90.5% 89.7% 0.7 p.p.

Digitalization Rate 99.0% 99.0% 0.0 p.p.

ADSL Lines Sold (Thousand) 207.4  168.4  23.2
ADSL Lines in Service (Thousand) 165.1  140.7  17.4


Lines Installed

The installation of 60 thousand lines in 1Q03 against 4 thousand in the previous quarter, had the objective of anticipating the fulfillment of the universalization goals established for 2003 in the Company’s concession contracts.


Lines in Service

Plant in service grew by 1.4% in 1Q03, to 9.6 million lines, reflecting the net addition of 130 thousand lines.

The growth of the plant in service in the 1Q03 was mainly in the residential segment with a net addition of 117 thousand lines.


Utilization rate

The 0.6% growth in the installed plant in conjunction with the 1.4% increase in the plant in service resulted in an increase of 0.7 p.p. in the utilization rate in the 1Q03, which reached 90.5%.

Given the two-week limit for the attendance of requests for telephone lines, keeping a technical reserve of lines is critical.


ADSL

At the end of 1Q03, Brasil Telecom reached 207.4 thousand ADSL accesses sold, representing an increase of 23.2% and 218.7% in relation to the 4Q02 and 1Q02, respectively.

In the 1Q03, Brasil Telecom had 165.1 thousand ADSL accesses in service, against 140,700 in the 4Q02.


Turbo Lite

On march 25, 2003, Brasil Telecom launched Turbo Lite, innovating again. Turbo family - the commercial name of the broadband access service using xDSL technology of Brasil Telecom - has been expanded. Turbo Lite is the only high-speed Internet access service in Brazilian market that uses the pay per use concept. The user pays a monthly fee of R$49.90 to access the Internet during 50 hours, of franchise, with a speed of 150Kb/s. For each additional hour is charged R$2.95. With Turbo Lite, Brasil Telecom intends to bring to everyone the broadband Internet access.


Turbo Condomínio

Launched on April 30, 2003, Turbo Condomínio is a broadband Internet access to vertical condos. The technology employed - HPNA (Home Phoneline Networking Alliance) - uses the installed telephony plant, dismissing the need of installing cables. The connection speed can reach up to 1Mb/s per subscriber. Through this service the client can access the Internet and use the telephone at the same time, paying a fixed monthly fee regardless of the time of use.


Goals

Quality Goals

In the 1Q03, Brasil Telecom met all 35 quality goals established by Anatel for the switched-fixed telephone service in the local and long-distance segments.


Universalization Goals

Brasil Telecom fulfilled in February 28, 2003 the universalization goals established by Anatel for December 31, 2003. The independent audit firm PriceWaterhouseCoopers attested in its report that no differences were found in relation to the goals accomplishment declaration of Brasil Telecom, within any appraised target. The next step of the certification process will be the direct inspection by Anatel of the results stated by the Company.


Traffic

Seasonality

Historically, the first quarter of each year has shown a lower traffic when compared to the others quarterly. As it is summer in Brazil, school holiday time, there is a natural tendency for people to move to the coastal regions of the country. Besides that, the 1Q03 had 62 business days, against 64 in the 4Q02.

This seasonality can be verified in the exceeding pulses graph below, that shows the percentual variation between the quarters.



OPERATING DATA 1Q03  4Q02  1Q03/4Q02 (%)

Exceeding Local Pulses (Million) 2,973  3,256  (8.7)

Domestic Long Distance Minutes (Million) 1,611  1,756  (8.2)

Fixed-Mobile Minutes (Million) 1,058  1,143  (7.5)

Exceeding Pulses/ Average LIS/Month 104.0 116.1 (10.4)
DLD Minutes/Average LIS/Month 56.3 62.6 (10.0)
Fixed-Mobile Minutes/Average LIS/Month 37.0 40.8 (9.2)


Exceeding Local
Pulses

Brasil Telecom billed 3.0 billion of pulses in the 1Q03.


DLD Traffic

The DLD traffic was 1.6 billion minutes in the 1Q03, against 1.8 billion in the previous quarter.


DLD Market Share

Brasil Telecom’s DLD market share in the intra-sector segment reached 89.5% in the 1Q03, representing an increase of 0.9 p.p. in relation to the 4Q02.

In the intra-regional segment, Brasil Telecom’s market share reached 74.3% in the 1Q03. The DLD market share considers only the traffic generated in the Brasil Telecom lines.


Fixed-Mobile Traffic

The fixed-mobile traffic reached 1.1 billion minutes in the 1Q03. Of the total fixed-mobile traffic, 88.8% refers to VC-1 calls, 9.9% refers to VC-2 and 1.3% refers to VC-3 calls.


Financial performance

Revenues

Local Service

The local service revenue reached R$1,063.5 million in the 1Q03, 4.1% below the obtained in the 4Q02.

The installation revenue totaled R$5.9 million in the 1Q03, 1.6% higher than the amount registered in the 4Q02. In the 1Q03, the selling of promotional and alternative plans was intensified, representing 38% of the lines added during the period.

Revenues from monthly subscription in the 1Q03 reached R$702.7 million, 11.6% higher than the 1Q02. This performance is due to growth of plant in service and to tariff readjustment.

The measured service revenue reached R$328.8 million in the 1Q03, 4.9% lower than the one observed in the previous quarter. The better revenue performance, when compared to the variation in traffic in the same period, is due to the higher tariff charged for exceeding pulses in the promotional plans, which can be up to 60% higher than the one charged in the basic plan.


Public Telephony

Brasil Telecom sold 1.6 million credits throughout 1Q03, 6.7% above the number sold in the 4Q02. Public telephony revenue reached R$83.8 million in the 1Q03, a reduction of 3.8% when compared to the 4Q02, due to the higher revenue transferred to other operators on account of school vacation.


Domestic Long
Distance

The domestic long distance revenue, not including VC-2 and VC-3, in the 1Q03 was R$325.6 million, against R$339.8 million in the previous quarter. This slight reduction was due to the lower traffic registered in the 1Q03.


Fixed-Mobile

Fixed-mobile revenue grew 4.6% in the 1Q03, reaching R$607.3 million, result of a 7.5% reduction in the fixed-mobile traffic, combined with an average impact of 14.2% from tariff readjustment, which came into effect for 58 of the 90 days in the 1Q03.

The fixed-mobile tariff readjustment authorized by Anatel was 23.5% for VC-1 calls and 22% for VC-2 and VC-3 calls, and became effective on February 8, 2003.


Interconnection

Interconnection revenue in the 1Q03 remained stable in relation to the 4Q02. Mobile-fixed revenue increased by 11.3% in comparison to the 4Q02 reaching R$55.8 million, due to the increase in the fixed and mobile plants in Brasil Telecom’s concession area. Cell phones in Brasil Telecom’s region totaled 9.9 million at the end of March, according to Anatel’s database.


Lease of Means

Lease of means revenue in the 1Q03 was R$53.2 million, 2.9% below the R$54.8 million registered in the previous quarter, due to a reduction in the average number of leased circuits.


Data Communication

Data communication revenue in the 1Q03 grew 20.6% to R$171.4 million, which reflects Brasil Telecom’s strategy to expand in data transmission.

The following variations were verified in the quarter:

     17.4% growth in the number of ADSL lines in service;
     13.7% growth in the number of IP accesses billed;
     12.1% growth in the number of Frame-Relay accesses billed;
     4.5% growth in the number of ATM accesses billed;
     22.8% reduction of Dialnet accesses billed; and
     2.3% reduction of SLDD billed.


Supplementary and
Value-Added
Services

Total number of intelligent services activated at the end of March 2003 - virtual answering machine, follow-me, call waiting, caller ID, among others - reached 4.6 million, compared to 4.1 million on December 2002, an increase of 13.0%. 29.7% of the lines in service at the end of 1Q03 had at least one intelligent service activated, compared to 27.5% in the previous quarter.

Revenues from supplementary and value-added services decreased 9.3% in the 1Q03, basically due to a 21.4% reduction in the 0800 DDG traffic.

The billing of calls made in the 3Q02 influenced the 0800 traffic of the 4Q02. In 4Q02, 32% of the 0800 service billed was rendered in the 3Q02, while in the 1Q03 only 25% of the service billed was rendered in the 4Q02. This represents a reduction of 7.7 million minutes.


Gross Revenue
Deductions

Gross revenue deductions reached R$735.6 million in the 1Q03, representing 28.2% of the gross revenue in the quarter, against 28.4% in the 4Q02.


Net Operating
Revenue/Average
LIS/month

Net operating revenue/Average LIS/month registered in the 1Q03 was R$65.5, against R$62.4 in the 1Q02.


Costs and expenses

Costs and Operating
Expenses

Costs and operating expenses totaled R$1,525.7 million in the 1Q03, against R$1,473.2 million in the previous quarter.


Net reduction of 23
employees in the
quarter

Brasil Telecom payroll was comprised of 5,548 employees at the end of 1Q03, against 5,571 at the end of December 2002. The net reduction of 23 employees in the quarter is a result of 192 dismissals and 169 admissions.


Personnel

Personnel costs and expenses increased 7.5% in the 1Q03 in relation to the 4Q02, reaching R$93.8 million. This increase was due mainly to the dismissal costs of approximately R$3.4 million and to the average salary readjustment of 5.0%, which became effective on February 2003.


Productivity

Brasil Telecom reached a productivity ratio of 1,729 LIS/employee in 1Q03, representing an increase of 39.0% in relation to the presented in the 4Q02.


Materials

Material costs and expenses reached R$20.3 million in the 1Q03, a reduction of 1.6% in relation to the previous quarter.


Subcontracted
services

Costs and expenses with subcontracted services, excluding interconnection and advertising & marketing, reached R$292.3 million in 1Q03, representing a reduction of 4.1% in relation to the 4Q02, mainly due to the improved management over the contracts.

The main reduction were (i) R$1.4 million with security and receptionist services, (ii) R$2.1 million with consulting services, (iii) R$1.1 million with training, (iv) R$2.0 million with collection services, e (v) R$1.1 million with employees’ transportation.


Interconnection

The costs with interconnection totaled R$424.9 million in the 1Q03, an increase of 4.6% in relation to the 4Q02. This variation is explained mainly by the average readjustment of 22% in the TU-M, combined with the 7.5% reduction in the fixed-mobile traffic in the 1Q03.


Losses with Accounts
Receivable reached
2.6% of Gross
Revenue (PCCR/ROB)

Losses with accounts receivable as a percentage of gross revenue reached 2.6%, stable in relation to the previous quarter. In the 1Q03, these accounts receivable losses amounted to R$67.9 million.

In the 1Q03, there was a reversal of R$1.2 million in the provision for doubtful accounts. The Christmas Campaign, that aimed the recovery of losses, was concluded on April 25, 2003, with a recovered balance of R$22.0 million. Total amount recovered in the 1Q03 reached R$11.0 million.


Accounts Receivable

Deducting the provision for doubtful accounts of R$152.5 million, Brasil Telecom’s net accounts receivable totaled R$1,737.6 million at the end of March of 2003.


Provisions for
Contingencies

Provisions for contingencies in the 1Q03 increased by R$18.7 million due to monetary correction. In the 4Q02, the provisions for contingencies registered a positive net result of R$7.5 million due to agreements related to labor lawsuits.


Other Costs and
Operating
Expenses/Revenues

Other costs and operating expenses/revenues in the 1Q03 totaled a net expense of R$77.8 million.

The main reduction were (i) R$1.1 million in revenues with billing/collection for third parties, (ii) R$4.8 million in revenues with rents, (iii) R$4.8 million in expenses with lease of means.

The main increases were (i) R$6.6 million in expenses with rental of domain ranges in highways to backbone passage, (ii) R$1.0 million in expenses with FISTEL, (iii) R$1.5 million in expenses with IPTU (real estate tax), (iv) R$1.8 million in expenses with industrial exploitation of dedicated lines services.


EBITDA

EBITDA in 1Q03
totaled R$872 million

Brasil Telecom EBITDA was R$868.3 million in the 1Q03, representing a growth of 18.7% in relation to the 1Q02.


EBITDA Margin

Brasil Telecom’s EBITDA margin in the 1Q03 reached 46.3%.


EBITDA/Average
LIS/month

EBITDA/Average LIS/month reached R$30.4, 9.0% higher than the amount registered in the 1Q02.


Financial Result

Financial Result

Financial revenue in local currency in the 1Q03 was R$95.4 million, resulting from the investment of cash position during the quarter.

Financial expenses in local currency reached R$197.5 million in the 1Q03, compared to R$166.6 million in the 4Q02. The R$30 million difference is related to the interest of the debentures, being R$8.0 million from the issuance of December 2002 and R$22.0 million from the debentures issued on May 2002.


Interest on Own
Capital

The Interest on own Capital (JSCP) of R$205.8 million accounted for as financial expenses in 1Q03 refer to R$122 million credited relative to the period of 2003, as approved in the Brasil Telecom S.A. Board of Directors Meeting held on January 28, 2003. and to the minority participation of R$83.8 million relative to interest on own capital credited by Brasil Telecom S.A. in the 1Q03


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.


Net Earning

 

Net earnings increased 42.6% in the 1Q03 in relation to the 1Q02, totaling R$101.4 million (R$0.2842/1,000 shares).


Indebtness

Total Debt

At the end of March 2003, total consolidated debt of Brasil Telecom was R$4.1 billion, 0.7% lower than the one registered in the 4Q02.


Average Cost of Debt

In the 1Q03, Brasil Telecom’s debt had an average cost of 18.5% p.a., equal to 70.7% of the CDI (interbank rate), and a medium payment term of approximately 29 months.


Net Debt

Net debt totaled R$2,505.2 million, a drop of 2.9% in relation to December 2002.


Debt with Long Term
Profile

At the end of 1Q03, 84.1% of total debt was allocated in the long term, presenting the following amortization schedule:


Dollar Denominated
Debt

In March 2003, the dollar denominated debt totaled R$231.0 million (R$230.3 million net of hedge). As a percentage of total debt, dollar denominated debt accounted for 5.6% against 5.8% at the end of 2002


.
Hedge

Brasil Telecom had hedge for 54.8% of the indebtedness in dollar, being all debt maturing until December 2004 hedged against exchange variations.


Financial Leverage

On March 31, 2003 Brasil Telecom’s financial leverage ratio, represented by net debt (excluding the debt with the parent company)/ shareholders’ equity, was 40.4%.


Investments

Investments in
Permanent Assets
totaled R$441 million

Brasil Telecom invested R$441.8 million in the 1Q03, 47.3% below the amount registered in the 4Q02.

The investments are distributed as follows: R$187.3 million of Network Expansion (R$85.8 million of Conventional Telephony, R$10.0 million of Transmission backbone, R$83.8 million of Data Network, R$7.7 million of Management Systems Network, Intelligent Network and Other); R$56.7 million of Network Operation; R$2.7 million of Public Telephony; R$43.9 million Information Technology; and R$150.8 million of Expansion Personnel, Expansion Financial Expenses and other.

In the last 12 months, Brasil Telecom invested R$296.4 million in data network and R$346.0 million in information technology, leading to the implementation of its strategy related to the corporate market: to be the reference in providing of telecommunications integrated solutions.


Cash Flow

Operating Cash Flow of R$694 million in 1Q03

The operations of Brasil Telecom generated R$697.6 million in the 1Q03. The Cash Flow from Investments of R$437.1 million combined with the negative flow of R$214.0 million from Financing Activities consumed a cash flow of R$651.1 million.

Brasil Telecom generated a free cash flow (operating activities - investment activities) of R$260.5 million in the 1Q03.


09.01 - INVESTMENTS IN SUBSIDIARIES AND/OR ASSOCIATED COMPANIES

16.01 - OTHER INFORMATION, WHICH THE COMPANY UNDERSTANDS RELEVANT (NOT REVIEWED)

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 04/30/2003 In units of shares
Shareholder Common Shares % Preferred Shares % Total %
Direct and Indirect - Parent 81,938,268,870  61.13 11,120,392,971  4.99 93,058,661,841  26.09
Management                  
  Board of Directors 38,388  0.00 55,688  0.00 94,076  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 51,042,274,100  38.09 211,549,732,756 95.01 262,592,006,856 73.62
Total 134,031,688,203  100.00 222,670,187,883 100.00 356,701,876,086 100.00
Outstanding Shares in the Market 51,042,319,333  38.09 211,549,794,912 95.01 262,592,114,245 73.62

As of 04/30/2003 In units of shares
Shareholder Common Shares % Preferred Shares % Total %
Direct and Indirect - Parent 81,545,253,740  61.61 12,728,156,799  5.79 94,273,410,539  26.77
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 50,810,194,738  38.39 207,135,284,831 94.21 257,945,479,569 73.23
Total 132,355,516,131  100.00 219,863,510,944 100.00 352,219,027,075 100.00
Outstanding Shares in the Market 50,810,262,391  38.39 207,135,354,145 94.21 257,945,616,536 73.23

2. SHAREHOLDERS’ HOLDING MORE THAN 5% OF THE VOTING CAPITAL (AS OF 04/30/2003)

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 Brazilian 71,830,504  53.59 161,687 0.07 71,992,191  20.18
Previ 33.754.482-0001 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  40.49  214,667,538 96.41 268,921,940  75.40
Total - - 134,031,688 100.00 222,670,188  100.00 356,701,876 100.00

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  62.00 631,838  20.93
Techold Participações S.A. 02.605.028-0001/88 Brazilian 193,635  19.00 1,239,982 62.00 1,433, 47.48
Telecom Italia International N.V. (*) - Italian 193,643  19.00 760,000  38.00 953,643  31.59
Other - - 18  18 
Total 1,019,134  100.00 1,999,982 100.00 3,019,116 100.00
(*)Former Stet International Netherlands

Timepart Participações Ltda. In units of quotas
Name General Taxpayers’ 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 - - 0.01-   - 0.01
Total - - 20,000  100.00-   - 20,000  100.00

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 - - 0.01 - - 0.01
Total - - 20,000  100.00 - - 20,000  100.00

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 - - 0.02-   - 0.02
Total - - 20,000  100.00-   - 20,000  100.00

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  100.00 341,898,149 100.00 1,321,965,424 100.00
Other - 0.00 - 0.00
Total   - - 980,067,278 100.00   341,898,149  100.00


Invitel S.A. In units of shares
Name General Taxpayers’ Register Citizenship Common Shares % Preferred shares % Total shares %
Sistel - Fund. Sistel de Seguridade 00.493.916-0001/2 Brazilian 66,017,486  6.66 - - 66,017,486 6.66
Telos - Fund. Embratel de Segurid. 42.465.310-0001/2 Brazilian 23,573,621  2.38 - - 23,573,621 2.38
Funcef - Fund. dos Economiários 00.436.923-0001/9 Brazilian 378,289  0.04 - - 378,289  0.04
Petros - Fund. Petrobrás Segurid. 34.053.942-0001/5 Brazilian 37,318,069  3.77 - - 37,318,069 3.77
Previ - Caixa Prev. Func. B. Brasil 33.754.482-0001/2 Brazilian 190,852,386 19.27   - 190,852,386 19.27
Opportunity Zain S.A. 02.363.918-0001/2 Brazilian 671,848,888 67.82 - - 671,848,888 67.82
CVC/Opportunity Equity Partners LP - British 202,255  0.02 - - 202,255  0.02
CVC/Opportunity Equity Partners FIA 01.909.558-0001/5 Brazilian 280,316  0.02 - - 280,316  0.02
Opportunity Fund - British 49,550  0.01 - - 49,550  0.01
CVC/Opportunity Investimentos Ltda. (*) 03.605.085-0001/2 Brazilian 10  - - 10 
Priv FIA 02.559.662-0001/2 Brazilian 25,219  - - 25,219 
Tele FIA 02.597.072.0001/9 Brazilian 25,219  0.01 - - 25,219  0.01
Verônica Valente Dantas 262.853.205-00 Brazilian - -
Maria Amália Delfim de Melo Coutrim 654.298.507-72 Brazilian - -
Luiz Augusto Britto de Macedo 597.717.637-68 Brazilian - -
Total - 738,117,800 100.00 - - - 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 Equity Partners FIA 01.909.558-0001/57 Brazilian 335,488,153 45.45   335,488,153 45.45
CVC/Opportunity Equity 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 -
CVC/Opportunity Investimentos Ltda (*) 03.605.085-0001/20 Brazilian 10  - 10 
Verànica 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 -
Daniel Valente Dantas 063.917.105-20 Brazilian -
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 March 31, 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 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 derived from the Brazilian Corporation Law 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.

The special review of the quarterly information for the quarter ended March 31, 2002 was performed by other independent auditors, which issued unqualified report dated May 10, 2002.

April 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

ANNEX FRAME DESCRIPTION PAGE
01  01  IDENTIFICATION
01  02  ADRESS OF COMPANY HEADQUARTERS
01  03  MARKET RELATIONS DIRECTOR - (Address for correspondence to Company)
01  04  REFERENCE/AUDITOR
01  05  COMPOSITION OF PAID CAPITAL
01  06  COMPANY’S CHARACTERISTICS
01  07  SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED STATEMENT
01  08  DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
01  09  CAPITAL STOCK COMPOSITION AND ALTERATION IN CURRENT YEAR
01  10  MARKET RELATIONS DIRECTOR
02  01  BALANCE SHEET - ASSETS
02  02  BALANCE SHEET - LIABILITIES
03  01  QUARTERLY STATEMENT OF INCOME
04  01  NOTES TO THE QUARTERLY REPORT
05  01  COMMENTS ON THE COMPANY PERFORMANCE IN THE QUARTER 42 
06  01  CONSOLIDATED BALANCE SHEET - ASSETS 43 
06  02  CONSOLIDATED BALANCE SHEET - LIABILITIES 44 
07  01  CONSOLIDATED QUARTERLY STATEMENT OF INCOME 46 
08  01  COMMENTS ON THE CONSOLIDATED COMPANY PERFORMANCE IN THE QUARTER 48 
09  01  INVESTMENT IN SUBSIDIARIES AND/OR ASSOCIATED COMPANIES 55 
16  01  OTHER INFORMATION WHICH THE COMPANY UNDERSTANDS RELEVANT BY THE COMPANY (NOT REVIEWED) 56 
17  01  LIMITED REVIEW REPORT 59 

 


 
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: May 28, 2003

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

 
Paulo Pedrão Rio Branco
Financial Executive Officer