Provided by MZ Data Products
 
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 November 9, 2004

(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 September 30, 2004  
 

(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 and the regulations issued by the CVM)

 







FEDERAL PUBLIC SERVICE  
SECURITIES AND EXCHANGE COMMISSION (CVM) CORPORATE LAW 
QUARTERLY INFORMATION
COMMERCIAL COMPANY INDUSTRIAL AND OTHERS Period-ended: September 30, 2004 

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

01.01 - IDENTIFICATION

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

01.02 - ADDRESS OF COMPANY HEADQUARTERS

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

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

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

01.04 - REFERENCE / INDEPENDENT ACCOUNTANT

CURRENT FISCAL YEAR CURRENT QUARTER PRIOR QUARTER
1 - BEGINNING 2 - ENDING 3 - QUARTER 4 - BEGINNING 5 - ENDING 6 - QUARTER 7 - BEGINING 8 - ENDING
01/01/2004 12/31/2004 3 07/01/2004 09/30/2004 2 04/01/2003 06/30/2003
9 - NAME/COMPANY NAME AUDITOR
KPMG AUDITORES INDEPENDENTES
10 - CVM CODE
00418-9
11 - NAME TECHINICAL RESPONSIBLE
MANUEL FERNANDES RODRIGUES DE SOUSA
12 - CPF TECHINICAL RESPONSIBLE
783.840.017-15

01.05 - COMPOSITION OF ISSUED CAPITAL

1 - QUANTITY OF SHARES
(IN THOUSANDS)
2 - CURRENT QUARTER
09/30/2004
3 - PRIOR QUARTER
06/30/2004
4 - SAME QUARTER OF PRIOR YEAR
09/30/2003
ISSUED CAPITAL      
1 - COMMON 134,031,688  134,031,688  134,031,688 
2 - PREFERRED 226,007,753  226,007,753  222,670,188 
3 - TOTAL 360.039.441  360,039,441  356,701,876 
TREASURY SHARES         
4 - COMMON 1,480,800  1,480,800  1,480,800 
5 - PREFERRED
6 - TOTAL 1,480,800  1,480,800  1,480,800 

01.06 - COMPANY’S CHARACTERISTICS

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

01.07 - SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED STATEMENT

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

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

1 - ITEM 2 - EVENT 3 - APPROVAL 4 - DIVIDEND 5 - BEGINNING PAYMENT 6 - TYPE OF SHARE  7 - VALUE OF THE DIVIDEND PER SHARE

01.09 - CAPITAL STOCK COMPOSITION AND ALTERATION IN CURRENT YEAR

1 - ITEM 2 - ALTERATION DATE 3 - CAPITAL STOCK
(In R$ thousands)
4 - VALUE OF ALTERATION
(In R$ thousands)
5 - ORIGIN OF ALTERATION 6 - QUANTITY OF ISSUED SHARES
(In R$ thousands)
7 - ISSUED PRICE OF SHARES
(In R$)
01  03/18/2004 2,568,240  23,808  CAPITAL RESERVE 3,337,565  0.0215000000

01.10 - INVESTOR RELATIONS DIRECTOR

1 - DATE
10/29/2004
2 - SIGNATURE

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

1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 09/30/2004 4 - 06/30/2004
1 TOTAL ASSETS 6,914,169  7,036,591 
1.01 CURRENT ASSETS 1,066,008  803,028 
1.01.01 CASH AND CASH EQUIVALENTS 801,536  535,541 
1.01.02 CREDITS
1.01.03 INVENTORIES
1.01.04 OTHER 264,472  267,487 
1.01.04.01 DEFERRED AND RECOVERABLE TAXES 122,648  124,543 
1.01.04.02 RECEIVABLES DIVIDENDS 133,690  133,690 
1.01.04.03 OTHER ASSETS 8,134  9,254 
1.02 NONCURRENT ASSETS 1,360,871  1,817,771 
1.02.01 OTHER CREDITS
1.02.02 INTERCOMPANY RECEIVABLES 1,014,684  1,475,295 
1.02.02.01 FROM ASSOCIATED COMPANIES
1.02.02.02 FROM SUBSIDIARIES 1,014,705  1,475,295 
1.02.02.02.01 LOANS AND FINANCING 1,014,684  1,475,274 
1.02.02.02.02 ADVANCED FOR FUTURE CAPITAL INCREASE 21  21 
1.02.02.03 FROM OTHER RELATED PARTIES
1.02.03 OTHER 346,166  342,476 
1.02.03.01 LOANS AND FINANCING 126,388  126,637 
1.02.03.02 DEFERRED AND RECOVERABLE TAXES 216,936  212,405 
1.02.03.03 JUDICIAL DEPOSITS
1.02.03.04 OTHER ASSETS 2,840  3,432 
1.03 FIXED ASSETS 4,487,290  4,415,792 
1.03.01 INVESTMENTS 4,485,646  4,414,033 
1.03.01.01 ASSOCIATED COMPANIES
1.03.01.02 SUBSIDIARIES 4,474,821  4,402,737 
1.03.01.03 OTHER INVESTMENTS 10,825  11,296 
1.03.02 PROPERTY, PLANT AND EQUIPMENT 1,548  1,656 
1.03.03 DEFERRED CHARGES 96  103 

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

1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 09/30/2004 4 - 06/30/2004
2 TOTAL LIABILITIES 6,914,169  7,036,591 
2.01 CURRENT LIABILITIES 317,211  337,234 
2.01.01 LOANS AND FINANCING 127  204 
2.01.02 DEBENTURES 200,630  217,648 
2.01.03 SUPPLIERS 333  662 
2.01.04 TAXES, DUTIES AND CONTRIBUTIONS 24,052  26,491 
2.01.04.01 INDIRECT TAXES 4,918  5,368 
2.01.04.02 TAXES ON INCOME 19,134  21,123 
2.01.05 DIVIDENDS PAYABLE 88,934  89,187 
2.01.06 PROVISIONS
2.01.07 RELATED PARTY DEBTS
2.01.08 OTHER 3,135  3,042 
2.01.08.01 PAYROLL AND SOCIAL CHARGES 552  386 
2.01.08.02 CONSIGNMENTS IN FAVOR OF THIRD PARTIES 109  126 
2.01.08.03 EMPLOYEE PROFIT SHARING 1,963  1,494 
2.01.08.04 OTHER LIABILITIES 511  1,036 
2.02 LONG-TERM LIABILITIES 295,456  487,555 
2.02.01 LOANS AND FINANCING 293  364 
2.02.02 DEBENTURES 256,939  445,623 
2.02.03 PROVISIONS 601  583 
2.02.03.1 CONTYNGENCY`S PROVISIONS 601  583 
332.02.04 RELATED PARTY DEBTS
2.02.05 OTHER 37,623  40,985 
2.02.05.01 TAXES ON INCOME 37,623  40,985 
2.03 DEFERRED INCOME
2.05 SHAREHOLDERS’ EQUITY 6,301,502  6,211,802 
2.05.01 CAPITAL 2,568,240  2,568,240 
2.05.02 CAPITAL RESERVES 337,210  337,210 
2.05.03 REVALUATION RESERVES
2.05.03.01 COMPANY ASSETS
2.05.03.02 SUBSIDIARIES/ASSOCIATED COMPANIES
2.05.04 PROFIT RESERVES 898,043  898,043 
2.05.04.01 LEGAL 195,073  195,073 
2.05.04.02 STATUTORY
2.05.04.03 CONTINGENCIES
2.05.04.04 REALIZABLE PROFITS RESERVES 702,970  702,970 
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 2,498,009  2,408,309 

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

1 - CODE 2 - DESCRIPTION 3 - 07/01/2004 TO 09/30/2004 4 - 01/01/2004 TO 09/30/2004 5 - 07/01/2003 TO 09/30/2003 6 - 01/01/2003 TO 09/30/2003
3.01 GROSS REVENUE FROM SALES AND SERVICES
3.02 DEDUCTIONS FROM GROSS REVENUE
3.03 NET REVENUE FROM SALES AND SERVICES
3.04 COST OF SALES0
3.05 GROSS PROFIT
3.06 OPERATING EXPENSES 107,190  233,550  145,605  234,706 
3.06.01 SELLING EXPENSES
3.06.02 GENERAL AND ADMINISTRATIVE EXPENSES (5,120) (13,743) (5,280) (15,517)
3.06.03 FINANCIAL 43,431  68,526  82,106  51,224 
3.06.03.01 FINANCIAL INCOME 70,132  234,663  108,239  313,648 
3.06.03.02 FINANCIAL EXPENSES (26,701) (166,137) (26,133) (262,424)
3.06.04 OTHER OPERATING INCOME (614) 2,553  1,422  8,638 
3.06.05 OTHER OPERATING EXPENSES (2,493) (5,682) (551) (1,988)
3.06.06 EQUITY GAIN (LOSS) 71,986  181,896  67,908  192,349 
3.07 OPERATING INCOME (LOSS) 107,190  233,550  145,605  234,706 
3.08 NONOPERATING INCOME (EXPENSES) 97  (7,323) (316) 648 
3.08.01 REVENUES (233) 831 
3.08.02 EXPENSES 97  (7,323) (83) (183)
3.09 INCOME (LOSS) BEFORE TAXES AND MINORITY INTERESTS 107,287  226,227  145,289  235,354 
3.10 PROVISION FOR INCOME AND SOCIAL CONTRIBUTION TAXES (17,118) (75,998) (26,520) (69,743)
3.11 DEFERRED INCOME TAX
3.12 STATUTORY INTEREST/ CONTRIBUTIONS (469) (3,278) (478) (926)
3.12.01 INTERESTS (469) (3,278) (478) (926)
3.12.02 CONTRIBUTIONS
3.13 REVERSAL OF INTEREST ON EQUITY 75,000  122,000 
3.15 INCOME/LOSS FOR THE PERIOD 89,700  221,951  118,291  286,685 
  NUMBER OF OUTSTANDING SHARES (THOUSAND) 358,558,641  358,558,641  355,221,076  355,221,076 
  EARNINGS PER SHARE 0,00025  0,00062  0.00033  0.00081 
  LOSS PER SHARE            


04.01 - NOTES TO THE QUARTERLY REPORT

NOTES TO THE FINANCIAL STATEMENTS

Quarter ended September 30, 2003

(In thousands of Brazilian reais)

1. OPERATIONS

Brasil Telecom Participações S.A. (“Company”) was established in accordance with Article 189 of Law 9472/97 — General Telecommunications Law, as part of the TELEBRÁS spin-off process. The spin-off protocol and justification was approved in the Shareholders’ Meeting of May 22, 1998. The Company is a subsidiary of SOLPART Participações S.A., which holds 51.00% of the Company’s voting capital and 18.99% of total capital.

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

Direct subsidiaries

a. Brasil Telecom S.A.

The Company is a holding company, indirectly carrying out operations through your parent company, Brasil Telecom S.A., a telecommunications operator holding a concession to operate the Switched Fixed Telephone Service (STFC), in Region II of the General Concessions Plan, covering the Brazilian states of Acre, Rondônia, Mato Grosso, Mato Grosso do Sul, Tocantins, Goiás, Paraná, Santa Catarina and Rio Grande do Sul and the Federal District. The Company has rendered STFC (local and long distance calls) since July 1998 in an area of 2,859,375 square kilometers, which corresponds to 34% of the Brazilian territory. The Company’s business is regulated by the National Agency of Telecommunications — ANATEL.

With the recognition of the prior fulfillment in advance of the obligations for universalization stated in the General Plan of Universalization Goals (“PGMU”), forecasted for December 31, 2003, in accordance with the acts published in the Diário Oficial da União (Official Daily Government Newspaper (DOU)) on January 19, 2004, the restriction of providing other telecommunications services ceased to exist, permitting the Brasil Telecom S.A, its parent companies, its subsidiaries and associated companies to obtain new authorizations. On the same date the National Telecommunications Agency — ANATEL, issued authorizations for the Brasil Telecom S.A to exploit STFC in the following service modalities: (i) Local and Domestic Long Distance calls in Regions I and III and Sectors 20, 22 and 25 of Region II of the General Concession Plan (“PGO”); and (ii) International Long Distance calls in Regions I, II of III of PGO. As a result of these authorizations the Company began to exploit provide the Domestic and International Long Distance services in the new regions, starting on January 22, 2004. In the case of the Local Service, to be provided in regions I and III, as regulated, the Company has a period of 12 months to begin its operations as from the date of the aforementioned authorization.

Information related with the quality and universal service targets of the STFC are available to interested parties on ANATEL’s homepage (www.anatel.gov.br).

b. Nova Tarrafa Participações e Nova Tarrafa Inc.

The Company also controls Nova Tarrafa Participações Ltda. (“NTP”) and Nova Tarrafa Inc (“NTI”). The latter, which was previously a minority investment, spun-off its assets in the first quarter of 2003, becoming a subsidiary. NTP and NTI are engaged in holding interests in Internet Group Limited (Cayman), an internet provider. The sum of their investments represents a minority interest.

Indirect subsidiaries

a. 14 Brasil Telecom Celular S.A. (“BrT Celular”): A wholly owned subsidiary incorporated in December 2002, to provide the Personal Mobile Service (SMP), with authorization to attend the same coverage area where the Company operates with STFC. On the closing date for the quarter BrT Celular was in the process of being structured — pre-operating stage. The beginning of its activities is forecasted for the last quarter of 2004.

b. BrT Serviços de Internet S.A. (“BrTI”): A wholly-owned subsidiary incorporated in October 2001, providing internet services and correlated activities, which became operational at the beginning of 2002.

During the second quarter of 2003, BrTI made investments in capital interests as a partner or quotaholder, obtaining control of the following companies:

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

This group of companies operates through a system of submarine handles of fiber optics, with points of connection in the United States, Bermuda Islands, Venezuela and Brazil, allowing the traffic of data through packages of integrated services, offered to local and international corporate customers. The following companies comprised it:

(ii) iBest Group

BrTI has held, since February 2002, a minority interest in the iBest Holding Corporation (“IHC”), a company incorporated in the Caiman Islands. In June 2003, BrTI started to control the iBest Group, which includes the main companies are: (i) iBest Holding Corporation; (ii) iBest S.A.; (iii) Febraio S.A.; and (IV) Freelance S.A. In May 2004 through a corporate reorganization process the Freelance fully incorporated the Febraio S.A., the iBest S.A. and its subsidiary Mail BR Comunicação Ltda. The Freelance S.A. becomes the owner of iBest’s trademark, being the main company of this Group.

iBest was incorporated in January 1999, with the objective of organizing the “iBest Prize”, trading advertising space for the event. In December 2001 it extended its activities, when it started to offer and to concentrate its operations on providing dialed access to the Internet.

c. MTH Ventures do Brasil Ltda, (“MTH”): On May 13, 2004, the Company acquired 80.1% of the voting capital of MTH, in addition to the 19.9% held previously. MTH, in turn, held 100% of the capital of MetroRED Telecomunicações Ltda, (“MetroRED”).

MetroRED is a service provider for a private telecommunications network through optical fiber digital networks and has 343 kilometers of local network in São Paulo, Rio de Janeiro and Belo Horizonte and 1,485 kilometers of long distance network connecting these major metropolitan commercial centers. It also has an Internet Solutions center in São Paulo, which offers co-location, hosting and other value added services.

d. VANT Telecomunicações S.A. (“VANT”): On May 13, 2004, the Company acquired the remaining 80.1% of the capital of VANT, which is a service provider for corporate network services, founded in October 1999. Initially focused on a TCP/IP network, VANT started in Brazil with a network 100% based on this technology. VANT operates throughout Brazil, and is present in the main Brazilian state capitals, offering a portfolio of voice and data products.

2. PRESENTATION OF FINANCIAL STATEMENTS

Preparation Criteria

The financial statements have been prepared in accordance with accounting practices adopted in Brazil, in accordance with Brazilian corporation law, rules of the Brazilian Securities Commission (CVM) and rules applicable to Switched Fixed Telecommunications Services — STFC concessionaires.

As the Company is registered with the Securities and Exchange Commission (SEC), it is subject to its standards, and should annually 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 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 statements present information related with the Company and the consolidated financial statements, identified as “PARENT COMPANY” and “CONSOLIDATED”, respectively. When the information is common to both situations, it is indicated as “PARENT COMPANY AND CONSOLIDATED”.

The accounting estimates were based on objective and subjective factors, based on management’s judgment to determine the appropriate amount to be recorded in the financial statements. Significant elements subject to these estimates and assumptions include the residual amount of the fixed assets, provision for doubtful accounts, inventories and deferred income tax assets, provision for contingencies, valuation of derivative instruments, and assets and liabilities related to benefits for employees. The settlement of transactions involving these estimates may result in significant different amounts due to the inherent imprecision of the process of determining these amounts. Management reviews its estimates and assumptions at least quarterly.

Consolidated Financial Statements

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

Some of the main consolidation procedures are:

The reconciliation between the Parent Company net income and the consolidated figures is as follows:

  NET INCOME SHAREHOLDERS’ EQUITY
09/30/04 06/30/04 09/30/04 06/30/04
PARENT COMPANY 221,951  132,251  6,301,502  6,211,802 
Entries recorded directly in the shareholders' equity of the subsidiaries        
    Donations and Other (13,946) (8,582)
    Interest capitalized in Subsidiary 2,620  1,746  (8,440) (9,314)
CONSOLIDATED 210,625  125,415  6,293,062  6,202,488 

In addition, the Company presents the statement of cash flows, prepared under the indirect method, in accordance with Accounting Rules and Procedures — NPC 20 of the Brazilian Institute of Accountants — IBRACON.

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, with immediate mature. 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 provided for through an allowance for losses.

d. Investments: Investments in subsidiaries are valued using the equity method. Goodwill is calculated based on the expectation of future results and its amortization is based on the expected realization/timing over a forecasted period of not more than ten years. Other investments are recorded at cost less allowance for 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 non-current 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.

The costs incurred, when they represent improvements (increase in installed capacity or useful life) are capitalized. Maintenance and repair, 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. Their breakdown is shown in Note 25. Amortization is calculated using the straight-line method, for the period of five years, in accordance with the legislation in force. When benefits are not expected from an asset, 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 applicable, 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 management’s risk assessment and measured based on economic grounds and 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. Revenue recognition: Revenues from services rendered are accounted for on an accrual basis. Local and long distance calls are charged based on time measurement according to the legislation in force. Revenues from sales of payphone cards are recorded upon sale.

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

l. Financial Income (Expense), Net: Financial income comprises interest earned on overdue accounts receivable from services, gains on financial investments, exchange variation and hedges. Financial expenses comprise interest incurred and other charges on loans, financing and other financial transactions.

Interest on Shareholders’ Equity 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 from the beginning of the operations.

n.Benefits to Employees: Private pension plans and other retirement benefits sponsored by the Company and its subsidiaries for their employees are managed by SISTEL and BrTPREV. 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 Deliberation 371/00, the subsidiary Brasil Telecom S.A. recorded its actuarial deficit on the balance sheet date against shareholders’ equity, net of its tax effects. As from 2002, as new actuarial revaluation show the necessity for adjustments to the provision, they are recognized in the profit and loss accounts in accordance with the CVM deliberation above. Complementary information on private pension plans is described in Note 6.

o. Profit Sharing: The provisions for employee and directors’ profit sharing are recognized on an accrual basis. The calculation of the amount, which is paid in the subsequent year after the provision is recognised, is based on 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 existing operations carried out by the Company with its subsidiaries under normal prices and market conditions. The principal transactions are:

Brasil Telecom S.A.

Dividends/Interest on Shareholders’ Equity: in the quarter, the subsidiary credited to the Company Interest on Shareholders’ Equity in the amount of R$157,283 (R$162,425 in the same period last year). The balance of this asset as of September 30, 2004, net from the withholding tax is R$133,690 (R$133,690 as of June 30, 2004).

Loans with Subsidiary: Asset balance as of September 30, 2004 arises from the spin-off of Telebrás and is indexed to exchange variation, plus interest of 1.75% per year, amounting to R$79,906 (R$91,835 on June 30, 2004). The financial revenue recognized as profit and loss account in the quarter was R$565 (R$18,298 as financial loss in the same period in the previous year, due to the devaluation of the US dollar in relation to the Brazilian real).

Debentures: On January 27, 2001, the subsidiary issued 1,300 private debentures non-convertible or exchangeable for any type of share, at the unit price of R$1,000, totaling R$1,300,000, for the purpose of financing part of its investment program. All these debentures were acquired by the Company. The nominal value of these debentures will be paid in three installments equivalent to 30%, 30% and 40% with maturities on July 27, 2004, 2005, and 2006, respectively. The debenture remuneration is equivalent to 100% of CDI, received semiannually. The balance of this asset is R$934,778 (R$1,383,439 on June 30, 2004), and the yield recognized in the income statement for the quarter represents R$138,728 (R$227,413 in 2003).

Revenues, Expenses and Accounts Receivable and Payable: arising from transactions related to the use of installations and logistic support. The balance payable is R$333 (R$2,617 payable as of June 30, 2004) and the amounts recorded in the income statement for the quarter comprise Operating Expenses of R$2,160 (R$1,637 in 2003).

Advances 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 09/30/04 06/30/04 09/30/04 06/30/04
  SUBSIDIARIES        
Company    Nova Tarrafa Participações Ltda. 21  21 
  MINORITY INVESTMENTS      
Brasil Telecom S.A.    Calais Participações S.A. 5,051  4,633 
TOTAL   21  21  4,633 

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

The Company and its subsidiary 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 has been was made based on their materiality. Instruments whose values approximates their fair values, and 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 2.97% of the gross revenue (2.46% in the same period last year). By means of internal controls, the level of accounts receivable is constantly monitored, thus limiting the risk of past due accounts by cutting the access to the service (out phone traffic) if the bill is overdue for over 30 days. Exceptions are made for telephone services, which should be maintained for national security or defense.

b. Exchange Rate Risk

Assets

The Company has loan agreements in foreign currency, and, therefore, subject to exchange rate fluctuation. The assets exposed to exchange rate risk are as follows:

PARENT COMPANY CONSOLIDATED
  BOOK AND MARKET VALUE BOOK AND MARKET VALUE
09/30/04 06/30/04 09/30/04 06/30/04
ASSETS        
Loan agreements with subsidiary 79,906  91,835 
Loans and financing 126,388  126,637  126,388  126,637 
TOTAL 206,294  218,472  126,388  126,637 
Noncurrent Assets 206,294  218,472  126,388  126,637 

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 26% of the total liabilities. To minimize this type of risk, the subsidiary enters into swap agreements with financial institutions to hedge foreign exchange exposures 47% of the debt portion in foreign currency is covered by hedge agreements. Unrealized positive or negative effects of these operations are recorded in the profit and loss accounts as gain or loss. To the quarter, consolidated net gains totaled R$44,105 (net loss of R$76,695 in the same period in 2003).

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

  PARENT COMPANY
  09/30/04 06/30/04
Book
Value
Market
Value
Book
Value
Market
Value
LIABILITIES        
Loans and financing 420  420  568  568 
TOTAL 420  420  568  568 
Current 127  127  204  204 
Long Term 293  293  364  364 

  CONSOLIDATED
  09/30/04 06/30/04
Book
Value
Market
Value
Book
Value
Market
Value
LIABILITIES        
Loans and financing 1,286,486  1,357,496  1,439,895  1,405,971 
Hedge contracts 51,525  72,764  (6,491) 6,005 
TOTAL 1,388,011  1,430,260  1,433,404  1,411,976 
CURRENT 48,854  52,222  67,832  66,818 
LONG-TERM 1,289,157  1,378,038  1,365,572  1,345,158 

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.

PARENT COMPANY CONSOLIDATED
  Book and Market Value Book and Market Value
09/30/04 06/30/04 09/30/04 06/30/04
ASSETS        
Debentures linked to CDI 934,778  1,383,439 
Loans linked to CDI and Col. 27 (FGV) and IGP-DI 11,214  10,440 
TOTAL 934,778  1,383,439  11,214  10,440 
CURRENT 2,538  2,511 
NONCURRENT ASSETS 934,778  1,383,439  8,676  7,929 

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 88.9% (92.1% on June 30, 2004) 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. 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, CDI etc.). The risk inherent in these liabilities arises from possible variations in these rates. The Parent Company has contracted derivative contracts to hedge 52% (78% in 2003) 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 Company also issued non-convertible private and public debentures. These liabilities were contracted at interest rates tied to the CDI, and the risk linked with this liability is the result of the possible increase in the rate.

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

  PARENT COMPANY
  09/30/04 06/30/04
Book
Value
Market
Value
Book
Value
Market
Value
LIABILITIES        
Loans linked to TJLP (including Debentures) 457,569  457,569  663,271  663,271 
TOTAL 457,569  457,569  663,271  663,271 
Current 200,630  200,630  217,648  217,648 
Long term 256,939  256,939  445,623  445,623 

  CONSOLIDATED
  09/30/04 06/30/04
Book
Value
Market
Value
Book
Value
Market
Value
LIABILITIES        
Loans linked to TJLP (including Debentures) 2,272,913  2,395,933  2,247,468  2,376,277 
Loans linked to UMBNDES 243,948  252,762  195,151  221,702 
Hedge on loans indexed to UMBNDES 34,018  3,167  25,492  (8,029)
CDI 941,814  939,415  405,082  405,212 
Loans linked to IGPM 17,552  17,552  18,853  18,853 
Other loans 16,844  16,844  18,108  18,108 
TOTAL 3,527,089  3,625,673  2,910,154  3,032,123 
Current 1,171,460  1,204,203  1,142,536  1,190,422 
Long-term 2,355,629  2,421,470  1,767,618  1,841,701 

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.

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., a Nova Tarrafa Participações Ltda. e a Nova Tarrafa Inc. are subsidiaries, the investments of which are carried under the equity method.

Investments valued at cost are immaterial in relation to total assets. The risks related to them would not cause significant impacts to the Company’s if losses were to occur on these investments.

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

  09/30/04 06/30/04
Book
Value
Market
Value
Book
Value
Market
Value
INVESTMENTS 4,485,646  4,346,790  4,414,033  4,070,783 
    Equity in subsidiaries 4,474,821  4,335,965  4,402,737  4,059,487 
        Listed in Stock Exchange 4,434,934  4,296,087  4,362,610  4,019,360 
        Not Listed in Stock Exchange 39,878  39,878  40,127  40,127 
    Other investments 10,825  10,825  11,296  11,296 

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 has several temporary cash investments in exclusive financial investment funds (FIFs), whose assets are constituted by post-fixed, federal securities, pre-fixed and exchange rates indexed to CDI, through future contracts indexed to the exchange rate of the Futures and Commodities Exchange — BM&F and investment fund in foreign currency, with no credit risks in such operations. The Company has financial investments in the amount of R$801,450 (R$535,453 as of June 30, 2004). Income earned to the quarter date is recorded in financial income and amounts to R$66,581 (R$54,271 in 2003). In the consolidated financial statements the amounts is as follows: temporary cash investments in the amount of R$3,172,383 (R$2,433,796 as of June 30, 2004) and income earned in the amount of R$200,784 (R$163,507 in 2003).

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. 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 denominated “Sponsor”.

(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 SISTEL de Seguridade Social (SISTEL), which originated from certain companies of the former Telebrás System and Fundação BrTPREV (“FBrTPREV”) former Fundação dos Empregados da Companhia Riograndense de Telecomunicações — FCRT, which managed the benefit plans of CRT, a company managed by the subsidiary Brasil Telecom S.A. on December 28, 2000.

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

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

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

FUNDAÇÃO SISTEL DE SEGURIDADE SOCIAL (SISTEL)

Plans

TCSPREV (Defined Contribution, Settled Benefit, Defined Benefit)

This defined contribution and settled benefit plan was introduced on February 28, 2000, with the adherence of around 80% of the employees at that time. On December 31, 2001, all the pension plans sponsored by SISTEL were merged, being exceptionally and provisionally approved by the Supplementary Pensions Department — SPC, due to the need for adjustments to the regulations. They were subsequently transformed into defined contribution groups with settled and defined benefits. The plans that were merged into the TCSPREV were the PBS-TCS, PBT-BrT, Convênio de Administração BrT, and the Termo de Relação Contratual Atípica, the conditions established in the original plans being maintained. On March 2003, this plan was suspended to the employees who want to be included in the supplementary pension plans sponsored by the Company. TCSPREV currently attends to around 58.0% 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 and beneficiaries of the plans of definite benefits PBS’s of other sponsors of the SISTEL. 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 6.95% of the payroll of the plan participants. TCSPREV currently attends to around 6.26% of the staff.

PBS-A

Contributions may occur in case of accumulated deficit. As of December 31, 2003, 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$86 in the quarter (R$90 in 2003).

PAMEC-BrT

Contributions for this plan were fully paid in July 1998 through a single payment. New contributions will be limited to the future necessity to cover expenses, if that occurs.

FUNDAÇÃO BrTPREV

The main purpose of the Company sponsoring BrTPREV 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.

Plans

BrTPREV

Defined contribution and settled benefits in October 2002 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. Nowadays, this plan attended to around 35.8% 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. Nowadays, there were 1.2% of the staff.

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 Company’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 Company. 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 6.21% of the payroll of the plan participants, whilst the average employee contribution was 5.41%.

In the quarter the Company’s contributions were R$4,140 (R$1,959 in 2003).

FUNDADOR — BRASIL TELECOM AND ALTERNATIVE — Brasil Telecom

The regular contribution by the sponsor in the quarter was an average of 2.22% on the payroll of plan participants, who contributed at variable rates according to age, service time and salary; the average rate was 2.13%. 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$13 (R$137 in 2003).

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 2002, according to Circular 66/SPC/GAB/COA from the Supplementary Pensions Department dated January 25, 2002. Of the maximum period established, 17 years and six months still remain for complete settlement. The amortizing contributions in the quarter were R$68,386 (R$58,972 in 2003).

(b) Stock option plan for management and employees

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

Program A:

This program is granted as an extension of the performance objectives established by the Board of Directors for a five-year period. Up to June 30, 2004, no stock had been granted.

Program B:

The price of exercising is established by the management committee based on the market price of 1000 shares at the date of the grant of 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:

  First Grant Second Grant
From End of period From End of period
33% 01/01/04 12/31/08 12/19/05 12/31/10
33% 01/01/05 12/31/08 12/19/06 12/31/10
34% 01/01/06 12/31/08 12/19/07 12/31/10

The acquisition periods can be anticipated as a result of the occurrence of events or special conditions established in the option contract.

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 06/30/2004 907,469  11,73 
Balance as of 09/30/2004 907,469  11,73 

There has been no grant of options for purchase of stocks exercised in the quarter and the representative ness of the balance of the options before the total outstanding stocks for the Company Brasil Telecom S.A. is 0.17% (0.17% in June 30, 2004).

Considering the hypothesis that the options will be fully exercised, the opportunity cost of the premiums of the respective options, calculated by the Black&Scholes method, for the Company would be R$933 (R$611 in 2003).

(c) Other Benefits to Employees

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

7. PROVISIONS FOR CONTINGENCIES

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

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

Labor Claims

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

Tax Suits

The provision for tax contingencies refers principally to matters related to tax collections due to differences in interpretation of the tax legislation by Brasil Telecom (group) counselors and the tax authorities.

Civil Suits

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

Classification by Degree of Risk

Contingencies with a Probable Risk

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

PARENT COMPANY CONSOLIDATED
NATURE 09/30/04 06/30/04 09/30/04 06/30/04
Labor 387,498  376,123 
Tax 100,337  98,619 
Civil 601  583  174,073  159,534 
TOTAL 601  583  661,908  634,276 
Current 309,069  317,452 
Noncurrent 601  583  352,839  316,824 

Labor

In the current fiscal year a decrease in the provision for labor contingencies in the amount of R$36,599 was verified in the quarter. This variance is caused by recognition of monetary restatements and effects of the reassessment of contingent risks that determine the additional recognition for the provision in the amount of R$175,445 and by payments that amounted to R$20,694. The consolidated provision was increased by the amount of R$217 due to labor contingencies of VANT, that is a subsidiary of Brasil Telecom S.A.

The main objects that affect the provisions for labor claims are the following:

(i)

Additional Remuneration - related to the claim for payment of additional remuneration for hazardous activities, based on Law nr 7,369/85, regulated by Decree nr 93,412/86, due to the supposed risk of contact by the employee with the electric power system;


(ii)

Salary Differences and Consequences - related, mainly, to requests for salary increases due to supposedly unfulfilled union negotiations. They are related to the repercussion of the salary increase supposedly due on the others sums calculated based on the employees’ salaries;


(iii)

Career Plan - related to the request for application of the career and salaries plan for employees of the Brasil Telecom S.A. Santa Catarina Branch (formerly Telesc), with promotions for seniority and merit, supposedly not granted; and


(iv)

Joint Responsibility - related to the request to ascribe responsibility to the subsidiary, made by outsourced personnel, due to supposed nonobservance of their labor rights by their real employers.

Tax

In the end of quarter, there was an increase of R$34,367, represented by R$37,581 due to the opening balance of MetroRED and VANT, companies whose controlling interests were acquired in May of the current year, and a net decrease of R$10,759, related to the effect of revaluation of the cases risks and by payments amounted in R$1,130.

The main lawsuits provided for are as follows:

(i)

Social Security - Related to the non-collection of social security education allowance;


(ii)

Federal Revenue Department - Incorrect compensation of tax losses;


(iii)

State Revenue Department - Non-collection of differential in rate of ICMS; and


(iv)

CPMF - Non-collection of the contribution on financial activities.

Civel

The consolidated decrease in the current fiscal year up the end of quarter in the amount of R$34,838, is represented by reassessments of the contingency risks, which were reduced by recognition of monetary restatement, which resulted in a net decrease of R$27,200 and by payments totaling R$20,463. From the complement to the provision, R$368 belongs to the Company.

The lawsuits provided are the following:

(i)

Review of contractual conditions - Lawsuit where a company which, supplies equipment filed legal action against the subsidiary Brasil Telecom S.A., asking for a review of contractual conditions due to economic stabilization plans;


(ii)

Contracts of Financial Participation - It has been signed with TJ/RS the position related to the incorrect procedure previously adopted by the former CRT in processes related to the application of a rule enacted by the Ministry of the Communications. Such cases are in various phases: First instance, Court of Appeals and Higher Court of Appeals; and


(iii)

Other lawsuits - related to various ongoing lawsuits such as indemnification for pain and suffering and material damages to consumers, indemnification for contractual rescission, indemnification for accidents, as well as lawsuits that are in Special Civil Courts whose claims, separately, do not exceed forty minimum salaries.

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:

PARENT COMPANY CONSOLIDATED
NATURE 09/30/04 06/30/04 09/30/04 06/30/04
LABOR 653,952  629,405 
TAX 12,800  1,200,772  1,059,101 
CIVIL 182  176  890,519  821,490 
TOTAL 12,982  176  2,745,243  2,509,996 

Labor

The main objects that comprise the possible losses of a labor nature are related to additional remuneration for hazardous activities, promotions and joint responsibility, the evaluation of which processes by the legal assessors resulted in a level of risk of loss evaluated only as possible. In addition to the subjects cited, the request for remunerative consideration for hours of work supposedly exceeding the normal agreed workload of hours also contributed to the amount mentioned.

Tax

The main lawsuits considered as possible loss are presented as follows:

(i)

ICMS - On international calls;


(ii)

ICMS - Differential of rate in interstate acquisitions;


(iii)

ICMS - Exploitation of credits related to the acquisition of fixed assets for use and consumption;


(iv)

ISS (Service Tax) - Not collected and/or under-collected;


(v)

IRPJ and CSLL (Income and Social Contribution Taxes) - Monetary variation on credits overpaid in 1997 and 1998;


(vi)

INSS (Social Security) - Related to the Bresser and Summer Plans, as well as others social security and SAT;


(vii)

COFINS - Repass; and


(viii)

Withholding tax (IRRF) - Operations related to hedge for covering debts.

Civel

The main lawsuits are presented as follows:

(i)

Repayments resulting from PCT - the plaintiffs intend to pay the compensations related to the contracts resulting from the Community Telephony Program. Such proceedings are encountered in various phases: First instance, Court of Appeals and Higher Court of Appeals;


(ii)

Lawsuits of a consumerist nature;


(iii)

Contractual - Lawsuits related to the claim for a percentage resulting from the Real Plan, to be applied in a contract for rendering services, review of conversion of installments in URV and later in real, related to the supply of equipment and rendering of services; and


(iv)

Attendance for customers points - Public civil lawsuits arising from the closing of customer attendance points.

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$32,211 (R$29,698 on June 30, 2004) for Company and R$1,439,913 (R$1,341,190 on June 30, 2004) for Consolidated.

Letters of Guarantee

The Subsidiary Brasil Telecom S.A. has contracts for letters of guarantees signed with financial institutions, as a complementary guarantee for lawsuits in provisory execution, in the amount of R$213,902 (R$192,260 in June 30, 2004). Most of these contracts, representing 15%, have a stated period for termination during the next twelve months and the remainder is for an indeterminate period of time. The remuneration for these contracts varies between 0.75% p.a. and 4.00% p.a., representing an average weighted rate of 1.06% a.a.

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

8. SHAREHOLDERS’ EQUITY

a. 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 article 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 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$2,586,240 (R$2,568,240 as of June 30, 2004) represented by shares without par value as follows:

In thousand of shares
TYPE OF SHARES Total of Shares Shares held in Treasury Outstanding Shares
09/30/04  06/30/04  09/30/04  06/30/04  09/30/04  06/30/04 
Common 134,031,688  134,031,688  1,480,800  1,480,800  132,550,888  132,550,888 
Preferred 226,007,753  226,007,753  226,007,753  226,007,753 
TOTAL 360,039,441  360,039,441  1,480,800  1,480,800  358,558,641  358,558,641 

  09/30/04 06/30/04
BOOK VALUE PER THOUSAND OUTSTANDING SHARES (R$) 17.57 17.32

b. Treasury stock

In the determination of the calculation of the book value per thousand of shares the shares held in treasury are maintained, which are originated from the following repurchasing program:

Stock Repurchase Program — Relevant Facts on September 13, 2004

The Company’s Board of Directors approved, on the above mentioned dates, the proposals to repurchase preferred 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 preferred shares outstanding in the market; and (iii) the period determined for the acquisition was 365 days, in accordance with CVM Instruction 390/03.

The repurchase of preferred and common shares issued by the Company for holding in treasury, is authorized up to the limit of 6,567,552,722 and 22,600,755,298 for each class of shares, respectively. To reach this limit, the Company could acquire the quantity of 5,086,752,722 common shares and the total limit authorized for repurchase of the preferred shares.

The exchange of the treasury shares is presented as follows:

  09/30/04 06/30/04
Preferred shares (thousands) Amount  Preferred shares (thousands) Amount 
Opening balance in the quarter 1,480,800  20,846  1,480,800  20,846 
Closing balance in the quarter 1,480,800  20,846  1,480,800  20,846 

Cost of shares (R$) 09/30/04 06/30/04
Average 14.08 14.08
Minimum 12.40 12.40
Maximum 17.00 17.00

The unit cost of acquisition consider the totality of stock repurchase program.

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

Market value of treasury shares

The market value of treasury shares at the balance sheet date was the following:

  09/30/04  06/30/04 
Number of preferred shares in treasury (thousand of shares) 1,480,800  1,480,800 
Quote per lot of thousand shares at BOVESPA (R$) 20.45  16.43 
Market value 30,282  24,330 

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
09/30/04  06/30/04 
BOOK VALUE 2,518,855  2,429,155 
TREASURY STOCK (20,846) (20,846)
NET BALANCE OF TREASURY STOCK 2,498,009  2,408,309 

c. 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.

d. 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 10,303/1, 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 case of unrealized profit reserves existed in the Company.

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

e. Dividends and Interest on Shareholders’ Equity

The dividends are calculated in accordance with the Company bylaws and the corporate law. Mandatory minimum dividends are calculated in accordance with article 202 of Law 6,404/76, and the preferred or priority dividends are calculated in accordance with the Company bylaws. As a result of a resolution by the Board of Directors, the Company may pay or credit, as dividends, Interest on Shareholders’ Equity (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 2004, and to be submitted for approval of the general shareholder’s meeting, are as follows:

  09/30/04 09/30/03 
INTERESTS ON SHAREHOLDERS'EQUITY - JSCP CREDITED 75,000  122,000 
    COMMON SHARES 27,986  45,632 
    PREFERRED SHARES 47,014  76,368 
WITHHOLDING TAX (IRRF) (11,250) (18,300)
NET JSCP 63,750  103,700 

9. OPERATING REVENUE FROM TELECOMMUNICATIONS SERVICES

  CONSOLIDATED
  09/30/04  09/30/03 
LOCAL SERVICE 5,075,873  4,806,871 
Installation fees 26,186  26,657 
Basic subscription 2,277,825  2,112,210 
Measured service charges 1,072,543  1,048,465 
Fixed to mobile calls - VC1 1,627,524  1,537,014 
Rent 1,215  1,276 
Other 70,580  81,249 
LONG DISTANCE SERVICES 1,897,002  1,458,496 
Inter-Sectorial Fixed 814,697  806,682 
Intra-Regional Fixed (Inter-Sectorial) 304,101  266,338 
Fixed to mobile calls - VC2 and VC3 140,500 
International 617,737  385,058 
INTERCONNECTION (USE OF THE NETWORK) 19,480  418 
Fixed-Fixed 485 
Mobile-Fixed
LEASE OF MEANS 553,164  619,574 
PUBLIC TELEPHONE 356,274  455,860 
DATA COMMUNICATIONS 196,890  163,714 
SUPPLEMENTARY, INTELLIGENT NETWORK AND ADVANCED TELEPHONY SERVICES 172,455  154,596 
OTHER SERVICES FROM THE MAIN ACTIVITY 355,594  279,141 
OTHER 759,233  545,266 
GROSS OPERATING REVENUE 320,374  262,787 
TAXES ON GROSS REVENUE 104,182  31,526 
OTHER DEDUCTIONS FROM GROSS REVENUE 23,543  19,329 
NET OPERATING REVENUE 9,261,420  8,177,586 

10. COST OF SERVICES RENDERED

The costs incurred in the generation of services rendered are as follows:

  CONSOLIDATED
  09/30/04 09/30/03
PERSONNEL (87,927) (87,364)
MATERIALS (66,809) (61,063)
THIRD-PARTY SERVICES (476,727) (435,726)
INTERCONNECTION (1,650,290) (1,310,837)
RENT, LEASING AND INSURANCE (252,254) (234,929)
CONNECTION MEANS (31,418) (8,586)
FISTEL (10,567) (9,198)
DEPRECIATION AND AMORTIZATION (1,620,361) (1,450,109)
OTHER (5,448) (3,648)
Total (4,201,801) (3,601,460)

11. SELLING EXPENSES

The expenses related to commercialization activities are detailed according to the following nature:

  CONSOLIDATED
  09/30/04 09/30/03
PERSONNEL (99,552) (95,070)
MATERIALS (1,301) (1,393)
THIRD-PARTY SERVICES (309,790) (259,107)
RENT, LEASING AND INSURANCE (3,065) (3,717)
PROVISION FOR DOUBTFUL ACCOUNTS (7,166) (75)
LOSSES ON ACCOUNTS RECEIVABLE (273,800) (195,364)
DEPRECIATION AND AMORTIZATION (4,095) (4,004)
OTHER (205) (294)
TOTAL (698,974) (559,024)

12. GENERAL AND ADMINISTRATIVE EXPENSES

The expenses related to administrative activities, which include the information technology expenses are detailed according to the following nature:

PARENT COMPANY CONSOLIDATED
  09/30/04 09/30/03 09/30/04 09/30/03
PERSONNEL (3,934) (3,124) (115,347) (105,899)
MATERIALS (50) (67) (3,300) (2,714)
THIRD-PARTY SERVICES (6,560) (8,288) (385,605) (294,329)
RENT, LEASING AND INSURANCE (1,657) (2,042) (30,845) (51,392)
DEPRECIATION AND AMORTIZATION (1,536) (1,981) (151,900) (114,890)
OTHER (6) (15) (827) (670)
TOTAL (13,743) (15,517) (687,824) (569,894)

13.OTHER OPERATING INCOME (EXPENSES)

Following are presented the remaining income and expenses attributed to operational activities:

PARENT COMPANY CONSOLIDATED
  09/30/04 09/30/03 09/30/04 09/30/03
TECHNICAL AND ADMINISTRATIVE SERVICES 209  920  47,852  26,116 
OPERATIONAL INFRASTRUCTURE RENT AND OTHER TELECOM COMPANIES 35,065  32,650 
FINES (1,739) (2) 45,257  55,493 
RECOVERED TAXES AND EXPENSES 2,344  60,383  325 
WRITE OFF OF REVENUE IN THE PROCESS OF CLASSIFICATION 14,060 
DIVIDENDS ALLOCATED 7,595  18,139 
INVESTMENTS DIVIDENDS VALUED AT COST (2,338) 175 
REDUNDANCY PROGRAM (308) (473) (36,415) (22,521)
TAXES (OTHER THAN ON GROSS REVENUE, INCOME AND SOCIAL CONTRIBUTION TAXES) (7,570) (12,958)
DONATIONS AND SPONSORSHIPS (367) (128,382) (51,940)
CONTINGENCES - PROVISION/REVERSAL (7,075)
REVERSAL OF OTHER PROVISIONS 19  19,774  1,834 
SEVERANCE PAY (1,409) (1,409) (48,130) (7,676)
COURT FEES (32) (4,835)
WRITE OFF OF AMOUNTS RECOVERABLE & OTHER CREDITS (2,836) (1,193)
AMORTIZATION OF GOODWILL ON INVESTMENT ACQUISITION (1,653) (1,653)
OTHER EXPENSES REVENUE/EXPENSES (206) (10,162) (6,021)
TOTAL (3,129) 6,650  (36,262) 41,648 

14. FINANCIAL INCOME (EXPENSES), NET

PARENT COMPANY CONSOLIDATED
  09/30/04 09/30/03 09/30/04 09/30/03
FINANCIAL INCOME 234,663  313,648  411,634  289,163 
LOCAL CURRENCY 231,210  309,688  370,548  245,855 
ON RIGHTS IN FOREIGN CURRENCY 3,453  3,960  41,086  43,308 
FINANCIAL EXPENSES (166,137) (262,424) (848,168) (967,117)
LOCAL CURRENCY (87,801) (93,992) (584,003) (657,273)
ON LIABILITIES IN FOREIGN CURRENCY (3,336) (46,432) (108,348) (104,069)
INTEREST ON EQUITY (75,000) (122,000) (155,817) (205,775)
TOTAL 68,526  51,224  (436,534) (677,954)

The Interest on Shareholders’ Equity 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
  09/30/04 09/30/03 09/30/04 09/30/03
AMORTIZATION OF GOODWILL ON MERGER (CVM INSTRUCTION 319/99) (158,289) (158,289) (300,284) (300,284)
REVERSAL OF PROVISION FOR MAINTENANCE OF INTEGRITY OF SHAREHOLDERS’ EQUITY (CVM INSTRUCTION 349/01) 158,289  158,289  300,284  300,284 
AMORTIZATION OF GOODWILL ON MERGER (93,011) (93,011)
PROVISION FOR REALIZABLE AMOUNT AND FIXED ASSET LOSSES 5,789  1,693 
GAIN (LOSS) ON PERMANENT ASSET DISPOSALS (148) (65,990) (20,033)
INVESTMENT LOSSES (7,309) 811  (7,309) 812 
PROVISION FOR INVESTMENT LOSSES * (14) (15) (13,518) (629)
OTHER NONOPERATING INCOME (EXPENSES) (3,913) 3,275 
TOTAL (7,323) 648  (177,952) (107,893)

In May of current fiscal year the subsidiary Brasil Telecom S.A. finalized the acquisition of total interest in the capital of VANT, whose negotiation for acquisition started at the end of the 2001 fiscal year. At the time of acquisition VANT presented negative equity in the amount of R$14,208. The subsidiary recorded a provision in the amount of negative equity as nonoperating expenses, as well as the R$51,594 referring to the amount invested. Such amounts are recognized in the consolidated nonoperating expenses.

16. INCOME AND SOCIAL CONTRIBUTION TAXES

Income and social contribution taxes are booked on accrual basis, being temporary differences deferred. The provision for income and social contribution taxes recognized in the income statement are as follows:

PARENT COMPANY CONSOLIDATED
  09/30/04 09/30/03 09/30/04 09/30/03
INCOME BEFORE TAXES AND AFTER PROFIT SHARING 222,949  234,428  316,169  331,562 
Results of subsidiaries which are not subject to income and social contribution taxes 28,136 
Total taxable income 222,949  234,428  344,305  331,562 
EXPENSE RELATED TO INCOME TAX (10%+15%=25%) (55,738) (58,607) (86,076) (82,891)
PERMANENT ADDITIONS (3,156) (420) (58,645) (34,306)
    Amortization of goodwill (352) (352) (33,357) (1,918)
    Equity in subsidiaries (9) (2) (872)
    Non-operating equity in subsidiaries (1,827) (1,827)
    Provision for losses on investments (12,899)
    Other additions (968) (66) (9,690) (32,388)
PERMANENT EXCLUSIONS 6,162  7,734  18,674  2,719 
    Equity 6,162  7,483  541 
    Dividends on investments stated at cost/Dividends prescribed 30  90  30 
    Recoverable of federal taxes 4,882 
    Other exclusions 221  13,161  2,689 
OTHER (3,561) (1,041) 1,082 
EFFECT OF INCOME TAX IN STATEMENT OF INCOME (56,293) (51,293) (127,088) (113,396)
EXPENSE RELATED TO SOCIAL CONTRIBUTION TAX (9%) (20,066) (21,099) (30,987) (29,841)
PERMANENT ADDITIONS (943) (129) (19,809) (11,039)
    Amortization of goodwill (127) (127) (12,008) (9,061)
    Equity in subsidiaries (3) (1) (314)
    Non-operating equity in subsidiaries (658) (658)
    Provision for losses on investments (4,643)
    Other additions (155) (1) (2,186) (1,978)
PERMANENT EXCLUSIONS 2,218  2,778  5,588  930 
    Equity 2,218  2,694  195 
    Dividends on investments stated at cost/Dividends prescribed 11  32  714 
    Recoverable of federal taxes 1,758 
    Other exclusions 73  3,603  216 
OTHER (914) 379 
EFFECT OF SOCIAL CONTRIBUTION IN TAX STATEMENT OF INCOME (19,705) (18,450) (44,829) (39,950)
INCOME AND SOCIAL CONTRIBUTION TAX EXPENSE IN STATEMENT OF INCOME (75,998) (69,743) (171,917) (153,346)

17. CASH AND CASH EQUIVALENTS

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
CASH 16  16  523  453 
BANKS 70  72  227,539  72,030 
TEMPORARY CASH INVESTMENTS 801,450  535,453  3,172,383  2,433,796 
TOTAL 801,536  535,541  3,400,445  2,506,279 

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), contracts in the Futures and Commodities Exchange - BM&F, linked to foreign exchange variation and interest of around 5% p.a., and in the investment funds with exchange rate variation plus interest of 1% p.a. to 4.25% p.a. due to consolidated.

Cash Flow Statement

  PARENT COMPANY CONSOLIDATED
  09/30/04 09/30/03 09/30/04 09/30/03
OPERATIONS        
NET INCOME FOR THE PERIOD 162,152  286,685  210,625  286,782 
MINORITY INTEREST 59,800  89,444  97,209 
INCOME ITEMS THAT DO NOT AFFECT CASH FLOW (125,566) 47,164  3,076,328  2,525,693 
Depreciation and amortization 2,945  3,389  1,917,497  1,669,596 
Losses on accounts receivable from services 284,702  201,032 
Provision for doubtful accounts 6,615  (5,593)
Provision for contingencies 367  128,383  51,941 
Deferred taxes (12,201) (19,134) 168,408  58,399 
Amortization of premium paid on the acquisition of investments 14  163  80,053  18,186 
Income from writing off permanent assets 57,896  92,354  482,036  525,476 
Financial charges (181,896) (28,798)
Equity gain (loss) 7,309  (811) 8,634  6,656 
Investment gain/loss
CHANGES IN ASSETS AND LIABILITIES 173,622  49,340  (935,523) (674,753)
CASH FLOW FROM OPERATIONS 270,008  383,189  2,440,874  2,234,931 
             
FINANCING            
Dividends/interest on equity paid during the period (187,840) (97,101) (255,672) (180,882)
Loans and financing (254,231) (59,834) 595,898  (687,473)
Loans obtained 17  2,008,718  83,716 
Loans paid (191,582) (182) (1,078,127) (389,573)
Interest paid (62,649) (59,652) (334,693) (381,616)
Acquisition of own shares 13,946  2,522 
Stock repurchase (11,671) (11,671)
Other cash flow from financing 6,101  (27,867)
CASH FLOW FROM FINANCING (442,071) (168,606) 360,273  (905,371)

INVESTMENTS            
Short-term financial investments 482,661  69,894  (553) 4,952 
Providers of investments (179) 232  466,238  (42,875)
Income obtained from the sale of permanent assets 9,100  6,028  16,917 
Investments in permanent assets 234  (1,294) (1,824,018) (1,295,349)
    Investments 234  (1,294) (1,653,141) (1,033,618)
    Investments for acquisition of subsidiaries (170,877) (261,731)
    Value of acquisition (174,542) (295,194)
    Cash and cash equivalents agregated 3,665  33,463 
Other cash flow from investments (8) (14) (5,053) (5,173)
CASH FLOW FROM INVESTMENTS 482,691  77,918  (1,357,374) (1,321,528)
             
CASH FLOW FOR THE PERIOD 310,645  292,501  1,443,789  8,032 

CASH AND CASH EQUIVALENTS        
Closing balance 801,536  465,764  3,400,445  1,604,195 
Opening balance 490,891  173,263  1,956,656  1,596,163 
CHANGES IN CASH AND CASH EQUIVALENTS 310,645  292,501  1,443,789  8,032 

18. TRADE ACCOUNTS RECEIVABLE

The amounts related to accounts receivable are as follows:

  CONSOLIDATED
  09/30/04 06/30/04
UNBILLED AMOUNTS 867,380  777,585 
BILLED AMOUNTS 1,416,986  1368,356 
ALLOWANCE FOR DOUBTFUL ACCOUNTS (191,107) (185,368)
TOTAL 2,093,259  1,960,573 
CURRENT 1,405,890  1,289,870 
PAST DUE - 01 TO 30 DAYS 394,576  337,558 
PAST DUE - 31 TO 60 DAYS 131,570  135,093 
PAST DUE - 61 TO 90 DAYS 80,349  76,959 
PAST DUE - 91 TO 120 DAYS 51,321  88,381 
PAST DUE - OVER 120 DAYS 220,660  218,080 

19. LOANS AND FINANCING - ASSETS

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
LOANS        
LOANS TO SUBSIDIARY 79,906  91,835 
LOANS 126,388  126,637  137,602  137,077 
FINANCING        
DEBENTURES OF SUBSIDIARY 934,778  1,383,439 
TOTAL 1,141,072  1,601,911  137,602  137,077 
CURRENT 2,538  2,511 
NONCURRENT 1,141,072  1,601,911  135,064  134,566 

The loans and financing account includes the amount of R$126,388 (R$126,637 on June 30, 2004), related to the assets transferred to Brasil Telecom Participações S.A. in the TELEBRÁS spin-off process, referring to liabilities of Telebrasília Celular S.A. and Telegoiás Celular S.A. through a repass of funds for financing their expansions. These amounts are subject to exchange variation plus interest between 11.55% p.a., and the semiannual Libor rate plus 1% or 1.5% per year. These loans are being challenged in the courts by the holding company of the aforementioned mobile cellular operators, and therefore are not being received. According to the opinion of the Company’s legal counselors, there are no expectations of loss in relation to these receivables.

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

The amounts related to loans and debentures receivable from the Subsidiary until September 30, 2004, in the amount of R$423,390 (R$483,213 in June 30, 2004), are being presented in the noncurrent assets, in accordance with the article Nr. 179, under the Corporate Law.

20. DEFERRED AND RECOVERABLE TAXES

Deferred income related to income and social contribution taxes

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
SOCIAL CONTRIBUTION TAX        
DEFERRED SOCIAL CONTRIBUTION TAX on: 150  146  155,683  148,981 
Provision for contingencies 47,518  45,980 
Allowance for doubtful accounts 10,554  30,493 
Negative calculation base 266  224  7,113  5,644 
Provision for employee profit sharing 47,429  44,348 
Unrealized revenue 13,191  26,381  13,191  26,381 
Goodwill on Bluetel acquisition (CVM Instr. 349/01) 55,221  67,053 
Goodwill on CRT acquisition 122,165  127,476 
Provision for pension plan actuarial insufficiency coverage 14,513  14,113 
Other provisions 92  32,977  34,739 
SUBTOTAL 13,607  26,843  506,364  545,208 
INCOME TAX        
DEFERRED INCOME TAX on:        
Provision for contingencies 54  52  56,046  53,633 
Allowance for doubtful accounts 17,106  16,553 
Tax loss carryforwards 3,799  13,338 
Provision for employee profit sharing 96  134  2,544  2,537 
Unrealized revenue 4,749  9,498  4,749  9,498 
ICMS - 69/98 Agreement 19,879  24,139 
Goodwill on Bluetel acquisition (CVM Instr. 349/01) 43,979  45,891 
Goodwill on CRT acquisition 80  33  12,916  13,047 
Provision for pension plan actuarial insufficiency coverage 4,979  9,717  161,018  178,636 
Provision for COFINS/CPMF suspended collection 18,586  36,560  667,382  723,844 
Other provisions 18,586  36,560  297,445  356,803 
SUBTOTAL 369,937  367,041 
TOTAL 150  146  155,683  148,981 
CURRENT 47,518  45,980 
NONCURRENT 10,554  30,493 

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

  PARENT COMPANY CONSOLIDATED
2004 17,991  95,817 
2005 595  292,880 
2006 54,061 
2007 43,859 
2008 41,034 
2009 to 2011 47,603 
2012 to 2013 18,426 
After 2013 73,702 
TOTAL 18,586  667,382 
CURRENT 18,586  297,445 
NONCURRENT 369,937 

The recoverable amount foreseen after the year 2013 is a result of a provision to cover an actuarial insufficiency of the pension plan, that is being settled by Brasil Telecom S.A. according to the maximum period established by the Supplementary Pensions Department (“SPC”), which is 17 years and 3 months. Despite the time limit stipulated by the SPC and according to the estimated future taxable income, the subsidiary presents conditions to fully offset the deferred taxes in a period lower than ten years, if it opts to fully anticipate the payment of the debt. Tax credits in the amount of R$117,442, attributed to the Consolidation were not recorded, due to the history of losses or uncertainties of taxable income in the next ten years in VANT, MetroRED, BrT CSH, BrT CS Ltda. and Freelance S.A., indirect subsidiaries.

Other Tax Carryforwards
It is comprised of Federal withholding taxes and payments made, calculated based on legal estimates, which will be offset against future tax obligations. The ICMS recoverable arises, for the most part, from credits recorded in the acquisition of fixed assets, whose compensation with ICMS payable may occur in up to 48 months, according to Complementary Law nr 102/00.

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
INCOME TAX 309,219  288,653  392,034  381,131 
SOCIAL CONTRIBUTION TAX 11,657  11,646  16,623  18,724 
ICMS (state VAT) 114  80  397,897  367,798 
PIS AND COFINS 93,738  65,325 
OTHER 29,766  3,980 
TOTAL 320,998  300,388  930,058  836,958 
CURRENT 104,062  87,983  468,665  413,039 
NONCURRENT 216,936  212,405  461,393  423,919 

21. JUDICIAL DEPOSITS

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

  PARENT COMPANY CONSOLIDATED
NATURE OF RELATED LIABILITIES 09/30/04 06/30/04 09/30/04 06/30/04
LABOR 323,926  301,364 
CIVIL 48,236  49,699 
TAX        
    CHALLENGED TAXES - ICMS 69/98
    AGREEMENT
189,646  177,285 
    OTHER 59,900  58,413 
TOTAL 621,708  586,761 
CURRENT 163,678  158,325 
NONCURRENT 458,030  428,436 

22. OTHER ASSETS

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
DIVIDENDS/INTERST ON SHAREHOLDERS’ EQUITY RECEIVABLE 133,690  133,690 
RECEIVABLES FROM OTHER TELECOM COMPANIES 103,192  106,237 
ADVANCES TO SUPPLIERS 75  32,298  105,660 
CONTRACTUAL GUARANTEES AND RETENTIONS 35,316  39,720 
ADVANCES TO EMPLOYEES 85  85  28,481  23,689 
RECEIVABLES FROM SALE OF ASSETS 29,309  13,560 
PREPAID EXPENSES 9,966  8,945  98,456  104,904 
ASSETS FOR SALE 111,416  19,061 
TAX INCENTIVES 18,315  18,315 
COMPULSORY DEPOSITS 1,750  1,750 
OTHER 848  3,656  13,667  14,193 
TOTAL 144,664  146,376  472,200  447,089 
CURRENT 141,824  142,944  310,774  250,431 
NONCURRENT 2,840  3,432  161,426  196,658 

23. INVESTMENTS

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
INVESTMENT VALUED USING THE EQUITY METHOD 4,474,821  4,402,737 
    BRASIL TELECOM S.A. 4,434,943  4,362,610 
    NOVA TARRAFA PARTICIPAÇÕES
    LTDA.
37,011  37,011 
    NOVA TARRAFA INC. 2,867  3,116 
GOODWILL ON ACQUISITION OF INVESTMENTS 2,190  2,661  188,743  220,268 
    CRT 2,190  2,661  2,191  2,661 
    IBEST GROUP 78,329  99,560 
    BRT CABOS SUBMARINOS GROUP 7,054  7,681 
    MTH Ventures do Brasil 101,169  110,366 
INVESTMENTS VALUED USING THE ACQUISITION COST 6,911  6,911  230,095  242,883 
TAX INCENTIVES (NET OF ALLOWANCE FOR LOSSES) 1,724  1,724  29,105  29,010 
OTHER INVESTMENTS 373  373 
TOTAL 4,485,646  4,414,033  448,316  492,534 

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

  BT S.A. NTP (Ltda.) NTI
SHAREHOLDERS’ EQUITY 6,698,158  37,011  2,867 
CAPITAL 3,401,245  32,625  2,867 
BOOK VALUE PER SHARE/SHAREQUOTA (R$) 0,012  1,13  2,857,80
NET INCOME/(LOSS) IN THE QUARTER 263,568  (4)
NUMBER OF SHARES/SHAREQUOTAS HELD BY COMPANY        
COMMON SHARES 247,276,296,466  1,003 
PREFERRED SHARES 112,516,802,381 
SHAREQUOTAS 32,624,928 
OWNERSHIP % IN SUBSIDIARY’S CAPITAL (1)        
IN TOTAL CAPITAL 66.05% 99.99% 100%
IN VOTING CAPITAL 99.07% 99.99% 100%
DIVIDENDS/INTEREST ON SHAREHOLDERS’ EQUITY RECEIVABLE 133,690 
(1)

It considers the capital stock in circulation.

The following valued compose the Equity Method:

  OPERATING NONOPERATING
  09/30/04 06/30/04 09/30/04 06/30/04
BRASIL TELECOM S.A. 181,931  109,696  (7,309) (7,407)
NOVA TARRAFA PARTICIPAÇÕES LTDA. (4) (5)
NOVA TARRAFA INC. (31) 219 
TOTAL 181,896  109,910  (7,309) (7,407)

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.

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

Other investments: are related to collected cultural assets.

24. PROPERTY, PLANT AND EQUIPMENT

  PARENT COMPANY  

NATURE
09/30/04 06/30/04
Annual depreciation rates Cost Accumulated depreciation Net book
value
Net book
value
BUILDINGS 4 (3)
ASSETS FOR GENERAL USE 5% - 2 53,279  (51,802) 1,477  1,620 
OTHER ASSETS 20(1) 3,893  (3,822) 71  36 
TOTAL   57,175  (55,627) 1,548  1,656 
(1)

Taxa anual média ponderada.


  CONSOLIDATED  

NATURE
09/30/04 06/30/04
Annual depreciation rates Cost Accumulated depreciation Net book
value
Net book
value
CONSTRUCTION IN PROGRESS 891,109  891,109  615,057 
PUBLIC SWITCHING EQUIPMENT 20% 4,913,199  (4,223,666) 689,533  783,176 
EQUIPMENTS AND TRANSMISSION MEANS 17.9%(1) 10,746,838  (7,372,685) 3,374,153  3565,971 
TERMINALS AND LAST MILE EQUIPMENT 20% 474,234  (412,687) 61,547  67,035 
DATA COMMUNICATION EQUIPMENT 20% 1,252,035  (522,156) 729,879  703,777 
BUILDINGS 4% 891,060  (484,613) 406,447  405,750 
INFRASTRUCTURE 9.2%(1) 3,557,562  (1,825,160) 1,732,402  1,756,815 
ASSETS FOR GENERAL USE 18.3%(1) 865,143  (552,129) 313,014  293,524 
LAND 85,932  85,932  86,320 
OTHER ASSETS 20%(1) 836,277  (327,348) 508,929  482,016 
TOTAL   24,513,389  (15,720,444) 8,792,945  8,759,441 
(1)

Taxa anual média ponderada.

In 2004, considering the current technological stage of the telecommunications equipment, the Subsidiary Brasil Telecom S.A., based on technical report issued by Instituto Nacional de Tecnologia, in January 12, 2004, decided to changed the depreciation rates of some equipment, covering underground systems, and metallic, coaxial and optic cables. This change generated a reduction in income, net of taxes, in the amount of R$215,584.

According to the STFC concession contracts, the subsidiary’s assets (Brasil Telecom S.A.) that are indispensable to providing the service, and qualified as “reversible assets” at the time of expiry of the concession will automatically revert to ANATEL, the subsidiary being entitled to the right to the compensation stipulated in the legislation and the corresponding contracts.

Rent Expenses

The Company rents properties, posts, access through third-party land areas (roads), equipment and connection means, formalized through several contracts, which mature on different dates. Some of these contracts are intrinsically related to the provision of services and are long-term agreements. Total rent expenses related to such contracts amount to R$45 (R$24 in 2003) for the Company and R$177,599 (R$138,380 in 2003) 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 by the Company and the subsidiary 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$320 (R$1,300 in 2003) for the Company and R$13,466 (R$32,870 in 2003) for the consolidated.

Insurance - Not revised

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$1,292 (R$718 in 2003) for the Company and R$9,182 (R$7,768 in 2003) for the consolidated.

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

Type Cover Amount insured
09/30/04 06/30/04
Operating risks Buildings, machinery and equipment, installations, call centers, towers, infrastructure and information technology equipment 11,608,961  11,548,323 
Loss of profit Fixed expenses and net income 7,370,615  7,370,615 
Contractual guarantees Compliance with contractual obligations 120,870  120,870 
Civil liabilities Telephony service operations 10,000 

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
  09/30/04 06/30/04
Cost Accumulated Amortization Net book
value
Net book
value
DATA PROCESSING SYSTEMS 148  (52) 96  103 
TOTAL 148  (52) 96  103 

  CONSOLIDATED
  09/30/04 06/30/04
Cost Accumulated Amortization Net book
value
Net book
value
GOODWILL ON CRT MERGER 620,073  (475,389) 144,684  175,687 
INSTALLATION AND REORGANIZATION COSTS 230,012  (24,262) 205,750  127,369 
DATA PROCESSING SYSTEMS 525,110  (150,602) 374,508  356,122 
OTHER 14,846  (6,682) 8,164  8,455 
TOTAL 1,390,041  (656,935) 733,106  667,633 

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
  09/30/04 06/30/04 09/30/04 06/30/04
SALARIES AND COMPENSATION 43  27  1,784  1,758 
PAYROLL CHARGES 477  334  83,522  71,976 
BENEFITS 32  25  5,164  4,599 
OTHER 6,881  6,572 
TOTAL 552  386  97,351  84,905 
CURRENT 552  386  92,514  80,068 
NONCURRENT 4,837  4,837 

27. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
TRADE ACCOUNTS PAYABLE 333  662  1,451,561  1,108,917 
THIRD-PARTY CONSIGNMENTS 109  126  123,367  70,820 
TOTAL 442  788  1,574,928  1,179,737 
CURRENT 442  788  1,566,500  1,179,341 
NONCURRENT 8,428  396 

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
  09/30/04 06/30/04 09/30/04 06/30/04
ICMS (STATE VAT) 65  58  1,066,105  983,813 
TAXES ON OPERATING REVENUES (COFINS/PIS) 4,853  5,310  137,713  152,675 
OTHER 22,785  22,432 
TOTAL 4,918  5,368  1,226,603  1,158,920 
CURRENT 4,918  5,368  552,430  504,411 
NONCURRENT 674,173  654,509 

In 2003 the subsidiary Brasil Telecom S.A. paid PIS and COFINS taxes in installments, previously settled through offsetting tax credits, the ratification of which was refused by the Federal Revenue department, at the administrative level. The payment in installments was included in the Program for Tax Recovery (“REFIS”) and Special 5,660 (R$8,332 in June 30, 2004) with the period for amortization established at 9 monthly payments, and the Company still needs to pay R$42,916 (R$43,182 in June 30, 2004) for the remaining 108 months. The balances payable for both programs are charged interest at the long-term interest rate (TJLP).

With respect to the tax credits that were refused, the subsidiary has lodged appeals at the judicial level for restitution or future compensation.

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
  09/30/04 06/30/04 09/30/04 06/30/04
SOCIAL CONTRIBUTION TAX        
LAW 8,200/91 - SPECIAL MONETARY RESTATEMENT 3,289  3,699 
UNEARNED FINANCIAL INCOME 9,959  10,849  9,959  10,849 
OTHER DEFERRED AMOUNTS 4,922  5,447  12,580  6,519 
SUBTOTAL 14,881  16,296  25,828  21,067 
INCOME TAX        
LAW 8,200/91 - SPECIAL MONETARY RESTATEMENT 9,135  10,275 
UNEARNED FINANCIAL INCOME 27,665  30,136  27,665  30,136 
SUSPENDED LIABILITIES 15,676  18,094  17,598 
OTHER DEFERRED AMOUNTS 14,211  45,807  19,247 
SUBTOTAL 41,876  45,812  100,701  77,256 
TOTAL 56,757  62,108  126,529  98,323 
CURRENT 19,134  21,123  55,141  28,906 
NONCURRENT 37,623  40,985  71,388  69,417 

30. DIVIDENDS INTEREST ON SHAREHOLDERS’ EQUITY AND EMPLOYEE PROFIT SHARING

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
MAJORITY SHAREHOLDERS 12,920  12,920  12,920  12,920 
MINORITY SHAREHOLDERS 76,014  76,267  180,331  181,126 
TOTAL OF SHAREHOLDERS 88,934  89,187  193,251  194,046 
EMPLOYEES AND MANAGEMENT PROFIT SHARING 1,963  1,494  44,492  32,819 
TOTAL 90,897  90,681  237,743  226,865 

31. LOANS AND FINANCING (INCLUDING DEBENTURES)

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
FINANCING 382,125  545,867  4,439,006  3,892,543 
ACCRUED INTEREST 75,864  117,972  426,094  451,015 
TOTAL 457,989  663,839  4,865,100  4,343,558 
CURRENT 200,757  217,852  1,220,314  1,210,368 
NONCURRENT 257,232  445,987  3,644,786  3,133,190 

Financing

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
BNDES 2,093,310  1,804,841 
DEBENTURES 457,569  663,271  1,399,383  1068,352 
FINANCIAL INSTITUTIONS 1,337,576  1,430,178 
SUPPLIERS 420  568  34,831  40,187 
TOTAL 457,989  663,839  4,865,100  4,343,558 

Financing denominated in local currency: bear fixed interest rates of 14% p.a. 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. resulting in an average rate of 14.3% p.a.

Financing denominated in foreign currency: bear fixed interest rates of 1.75% to 9.38% p.a., resulting in an average rate of 8.6% p.a. and variable interest rates of LIBOR plus 0.5% to 4.0% p.a. over the LIBOR, resulting in an average rate of 2.1% p.a. The LIBOR rate on June 30, 2004 for semiannual payments was 1.83% 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$457,569, will be amortized in three installments, maturing in July 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.

Brasil Telecom S.A.:

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. Yield corresponds to an interest rate of 109% of the CDI, payable half-yearly.

Third Public Issue: 50,000 non-convertible debentures without renegotiation clause, with a unit face value of R$10, totaling R$500,000, issued on July 5, 2004. The maturity period is five years, coming due on July 5, 2009. Yield corresponds to an interest rate of 100% of the CDI plus 1% p.a., payable half-yearly.

As of September 30, 2004, no debentures issued by the Company had been repurchased.

Repayment Schedule

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

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
2005 137,388  199,127  549,546  651,265 
2006 119,785  246,787  601,355  695,702 
2007 59  73  555,956  536,743 
2008 156,815  75,337 
2009 655,692  74,411 
2010 156,172  71,981 
2011 and after 969,250  1,027,751 
TOTAL 257,232  445,987  3,644,786  3,133,190 

Currency/index debt composition

  PARENT COMPANY CONSOLIDATED
Restated by 09/30/04 06/30/04 09/30/04 06/30/04
TJLP (Long-term interest rate) 457,569  663,271  2,272,913  2,247,468 
UMBNDES (BNDES Basket of Currencies) 243,948  195,151 
UMBNDES HEDGE 34,018  25,492 
CDI 941,814  405,082 
US DOLLARS 420  568  722,938  817,848 
US DOLLARS HEDGE 7,505  3,775 
IENES 563,548  622,047 
Hedge in IENES 44,020  (10,266)
IGP-M 17,552  18,853 
OTHER 16,844  18,108 
TOTAL 457,989  663,839  4,865,100  4,343,558 

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 45% (47% for Consolidated) of its dollar-denominated and iene loans and financing with third parties and 52% 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

Represented by the terms signed by the subsidiary 14 Brasil Telecom Celular S.A. totally subsidiary by Brasil Telecom S.A. with ANATEL, to offer SMP Services for the next the fifteen years in the same area of operation where the subsidiary has a concession for fixed telephony. Of the contracted value 10% was paid at the time of signing the contract, and the remaining balance was fully recognized in the subsidiary’s liabilities to be paid in six equal, consecutive annual installments, with maturities foreseen for the years 2005 to 2010. The remaining balance is adjusted by the variation of IGP-DI, plus 1% per month.

During the second quarter of this year new authorizations were contracted for certain frequency bands in the total amount of R$28,624. The rights to explore it are the same as the previous authorizations, payment conditions, and the maturities of the installments of these new authorizations are foreseen for the years from 2007 to 2012.

The restated balance of this liability is R$292,620, (R$275,716 in June 30, 2004).

33. PROVISIONS FOR PENSION PLANS

Liability formed by Brasil Telecom S.A. due to the actuarial deficit of the social security plans managed by BrTPREV and to SISTEL foundations, appraised by independent actuaries at the end of each fiscal year and in agreement with Deliberation CVM 371/00. On the liabilities registered are recognized the inflation effects based on the fluctuation of INPC, bear fixed interest rates of 6% per annum, according to accrual basis, being recorded in income statement of quarterly the amount of R$49,352. The contribution paid to BrTPREV on the current quarterly totalled R$73,857 for the coverage of administrative costs, which were recorded in the income statement.

The funds for sponsored supplementary pensions are detailed in Note 6.

  CONSOLIDATED
  09/30/04 06/30/04
FCRT - BrTPREV 486,809  491,093 
SISTEL - PAMEC 1,851  1,794 
TOTAL 488,660  492,887 
CURRENT 28,022  28,022 
NONCURRENT 460,638  464,865 

34. DEFERRED INCOME

There are contracts with Brasil Telecom S.A. and it’s subsidiaries related to the cession of telecommunications means, for which the customers made advances aimed at obtaining benefits in the future, forecast for realization in the following periods:

  CONSOLIDATED
  09/30/04 06/30/04
2004 3,647  6,287 
2005 5,294  4,764 
2006 5,123  4,764 
2007 5,123  4,764 
2008 5,123  4,763 
2009 5,123  4,763 
2010 5,123  4,763 
2011 and after 38,625  29,179 
Total 73,181  64,047 

35. OTHER LIABILITIES

  PARENT COMPANY CONSOLIDATED
  09/30/04 06/30/04 09/30/04 06/30/04
SELF-FINANCING FUNDS 24,143  24,143 
SELF-FINANCING INSTALLMENT REIMBURSEMENT - PCT 3,534  4,829 
LIABILITIES WITH OTHER TELECOM COMPANIES 9,559  9,522 
LIABILITIES FOR ACQUISITION OF ASSETS 2,581  41,075 
LIABILITIES FOR ACQUISITION OF TAX CREDITS 20,897  20,897 
BANK TRANSFER AND DUPLICATE RECEIPTS IN PROCESS 8,482  8,152 
CPMF - SUSPENDED COLLECTION 24,318  23,814 
PREPAYMENTS 601  1,697 
OTHER TAXES PAYABLE 220  150 
OTHER 511  1,036  2,476  828 
TOTAL 511  1,036  96,811  135,107 
CURRENT 511  1,036  69,252  70,572 
NONCURRENT 27,559  64,535 

Self-financing funds - Rio Grande do Sul Branch

They correspond to the credits of financial participation, paid by engaged subscribers, for acquisition of the right of use of switched fixed phone service, still under the elapsed self-financing modality. It happened that, as the shareholders of the subsidiary Brasil Telecom S.A. Branch Rio Grande do Sul (former CRT) had fully subscribed the capital increase made to repay in shares the credits for financial participation, on shares remained to be delivered to the engaged subscribers. Part of these engaged subscribers, who did not accept the Public Offer by the Company for devolution of the referred credits in money, as established in article 171, paragraph 2, of Law Nr. 6,404/76, are awaiting resolution of the ongoing lawsuit, filed by the Public Prosecution Service and Others, aiming at reimbursement in shares.

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.

36. FUNDS FOR CAPITALIZATION

The expansion plans (self-financing) were the means by which the telecommunications companies financed network investments. With the issue of Administrative Rule nr 261/97 by the Ministry of Communications, this mechanism for raising funds was eliminated, and the existing consolidated amount of R$7,794 (R$7,974 in June 30, 2004) is derived from plans sold prior to the issue of the Administrative Rule, the corresponding assets to which are already incorporated in the Company’s 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.

37. EARNING BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION - EBITDA

The consolidated EBITDA, reconciled with the operating income, is as follows:

  CONSOLIDATED
  09/30/04 09/30/03
OPERATING INCOME 537,391  475,320 
FINANCIAL EXPENSES, NET 436,534  677,954 
DEPRECIATION 1,776,356  1,569,002 
AMORTIZ. OF GOODWILL IN ACQUISITION. OF
INVESTIMENTS (1)
48,129  7,583 
EBITDA 2,798,410  2,729,859 
 
NET REVENUE 6,598,786  5,842,004 
 
MARGIN EBITDA 42.4% 46.7%
(1)

It does not include the amortization of special goodwill of incorporation registered in account of the deferred asset, in the permanent assets, whose amortization expense composes the nonoperating income.

38. COMMITMENTS

Services Rendered due to Acquisition of Assets

BrT SCS Bermudas acquired fixed assets from an already existing company. Together with the assets of underwater cables acquired, it assumed the obligation of providing data traffic services, initially contracted with the company that sold the assets, which was a beneficiary of the financial resources of the respective advances. The time remaining for the providing of such assumed services is around twenty years.

Financing

On July 19, 2004, the BNDES approved a financing amounting to R$1.26 billion to Brasil Telecom S.A., which will be used for investments in the fixed telephony plan and operational improvements to comply with the targets set in the General Plan of Universalization Targets - PGMU and in the General Plan of Quality Targets - PGMQ. The financing will be directly provided by the BNDES for a total period of six and a half years, with a grace period of one and a half years. The cost of the financing will be the long-term interest rate (TJLP) plus 5.5% p.a. for 80% of the total financing and a basket of currencies plus 5.5% p.a. for the remaining 20%. The funds will be released from 2004 to 2006.

39. SUBSEQUENT EVENT

The subsidiary Brasil Telecom S.A. received on October 26, 2004 the second tranche of the BNDES financing described in Note 38. This tranche amounted to R$342,405, being R$282,664 bearing interest of the long-term interest rate (TJLP) plus 5.5% p.a., and R$59,741 bearing interest linked to a basket of currencies plus 5.5% p.a. Considering this release of funds, the total financing obtained with the BNDES until September 30, 2004 amounted to R$742,405.

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


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 - 09/30/2004 - 06/30/2004
1 TOTAL ASSETS 18,305,673  17,132,966 
1.01 CURRENT ASSETS 6,740,405  5,655,335 
1.01.01 CASH AND CASH EQUIVALENTS 3,400,445  2,506,279 
1.01.02 CREDITS 2,093,259  1,960,573 
1.01.02.01 ACCOUNTS RECEIVABLE FROM SERVICES 2,093,259  1,960,573 
1.01.03 INVENTORIES 3,601  7,374 
1.01.04 OTHER 1,243,100  1,181,109 
1.01.04.01 LOANS AND FINANCING 2,538  2,511 
1.01.04.02 DEFERRED AND RECOVERABLE TAXES 766,110  769,842 
1.01.04.03 JUDICIAL DEPOSITS 163,678  158,325 
1.01.04.04 DIVIDENDS RECEIVABLE
1.01.04.05 OTHER ASSETS 310,774  250,431 
1.02 NONCURRENT ASSETS 1,590,901  1,558,023 
1.02.01 OTHER CREDITS
1.02.02 INTERCOMPANY RECEIVABLES 5,051  4,633 
1.02.02.01 FROM ASSOCIATED COMPANIES 5,051  4,633 
1.02.02.02 FROM SUBSIDIARIES
1.02.02.03 FROM OTHER RELATED PARTIES
1.02.03 OTHER 1,585,850  1,553,390 
1.02.03.01 LOANS AND FINANCING 135,064  134,566 
1.02.03.02 DEFERRED AND RECOVERABLE TAXES 831,330  790,960 
1.02.03.03 JUDICIAL DEPOSITS 458.030  428,436 
1.02.03.04 INVENTORIES 2,770 
1.02.03.05 OTHER ASSETS 161,426  196,658 
1.03 PERMANENT ASSETS 9,974,367  9,919,608 
1.03.01 INVESTMENTS 448,316  492,534 
1.03.01.01 ASSOCIATED COMPANIES 204  204 
1.03.01.02 SUBSIDIARIES
1.03.01.03 OTHER INVESTMENTS 448,112  492,330 
1.03.02 PROPERTY, PLANT AND EQUIPMENT 8,792,945  8,759,441 
1.03.03 DEFERRED CHARGES 733,106  667,633 


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


1 - CODE 2 - ACCOUNT DESCRIPTION 3 - 09/30/2004 - 06/30/2004
2 TOTAL LIABILITIES 18,305,673  17,132,966 
2.01 CURRENT LIABILITIES 4,130,985  3,646,005 
2.01.01 LOANS AND FINANCING 577,870  587,638 
2.01.02 DEBENTURES 642,444  622,730 
2.01.03 SUPPLIERS 1,443,133  1,108,521 
2.01.04 TAXES, DUTIES AND CONTRIBUTIONS 607,571  533,317 
2.01.04.01 INDIRECT TAXES 552,430  504,411 
2.01.04.02 TAXES ON INCOME 55,141  28,906 
2.01.05 DIVIDENDS PAYABLE 193,251  194,046 
2.01.06 PROVISIONS 337,091  345,474 
2.01.06.01 PROVISION FOR CONTINGENCIES 309,069  317,452 
2.01.06.02 PROVISION FOR PENSION PLAN 28,022  28,022 
2.01.07 RELATED PARTY DEBTS
2.01.08 OTHER 369,625  254,279 
2.01.08.01 PAYROLL AND SOCIAL CHARGES 92,514  80,068 
2.01.08.02 CONSIGNMENTS IN FAVOR OF THIRD PARTIES 123,367  70,820 
2.01.08.03 EMPLOYEE PROFIT SHARING 44,492  32,819 
2.01.08.04 OTHER LIABILITIES 69,252  70,572 
2.02 LONG-TERM LIABILITIES 5,545,242  4,992,263 
2.02.01 LOANS AND FINANCING 2,887,847  2,687,568 
2.02.02 DEBENTURES 756,939  445,622 
2.02.03 PROVISIONS 813,477  781,689 
2.02.03.01 PROVISION FOR CONTINGENCIES 352,839  316,824 
2.02.03.02 PROVISION FOR PENSION PLAN 460,638  464,865 
2.02.04 RELATED PARTY DEBTS
2.02.05 OTHER 1,086,979  1,077,384 
2.02.05.01 PAYROLL AND SOCIAL CHARGES 4,837  4,837 
2.02.05.02 SUPPLIERS 8,428  396 
2.02.05.03 INDIRECT TAXES 674,173  654,509 
2.02.05.04 TAXES ON INCOME 71,388  69,417 
2.02.05.05 LICENSE FOR OPERATING TELECOMS SERVICES 292,620  275,716 
2.02.05.06 OTHER LIABILITIES 27,559  64,535 
2.02.05.07 FUND FOR CAPITALIZATION 7,974  7,974 
2.03 DEFERRED INCOME 73,181  64,047 
2.04 MINORITY INTERESTS 2,263,203  2,228,163 
2.05 SHAREHOLDERS’ EQUITY 6,293,062  6,202,488 
2.05.01 CAPITAL 2,568,240  2,568,240 
2.05.02 CAPITAL RESERVES 337,210  337,210 
2.05.03 REVALUATION RESERVES
2.05.03.01 COMPANY ASSETS
2.05.03.02 SUBSIDIARIES/ASSOCIATED COMPANIES
2.05.04 PROFIT RESERVES 898,043  898,043 
2.05.04.01 LEGAL 195,073  195,073 
2.05.04.02 STATUTORY
2.05.04.03 CONTINGENCIES
2.05.04.04 REALIZABLE PROFITS RESERVES 702,970  702,970 
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 2,498,569  2,398,995 


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


1 - CODE 2 - DESCRIPTION 3 - 07/01/2004 TO 09/30/2004 4 - 01/01/2004 TO 09/30/2004 5 - 07/01/2003 TO 09/30/2003 6 - 01/01/2003 TO 09/30/2003
3.01 GROSS REVENUE FROM SALES AND SERVICES 3,315,170  9,261,420  2,877,142  8,177,586 
3.02 DEDUCTIONS FROM GROSS REVENUE (954,279) (2,662,634) (823,709) (2,335,582)
3.03 NET REVENUE FROM SALES AND SERVICES 2,360,891  6,598,786  2,053,433  5,842,004 
3.04 COST OF SALES (1,479,419) (4,201,801) (1,219,251) (3,601,460)
3.05 GROSS PROFIT 881,472  2,396,985  834,182  2,240,544 
3.06 OPERATING EXPENSES (621,773) (1,859,594) (533,380) (1,765,224)
3.06.01 SELLING EXPENSES (243,200) (698,974) (200,108) (559,024)
3.06.02 GENERAL AND ADMINISTRATIVE EXPENSES (233,753) (687,824) (205,968) (569,894)
3.06.03 FINANCIAL (98,270) (436,534) (129,280) (677,954)
3.06.03.01 FINANCIAL INCOME 82,363  411,634  83,679  289,163 
3.06.03.02 FINANCIAL EXPENSES (180,633) (848,168) (212,959) (967,117)
3.06.04 OTHER OPERATING INCOME 92,417  331,380  48,932  183,117 
3.06.05 OTHER OPERATING EXPENSES (138,967) (367,642) (46,956) (141,469)
3.06.06 EQUITY GAIN (LOSS)
3.07 OPERATING INCOME (LOSS) 259,699  537,291  300,802  475,320 
3.08 NONOPERATING INCOME (EXPENSES) (33,329) (177,952) (30,482) (107,893)
3.08.01 REVENUES 10,612  26,714  11,163  38,526 
3.08.02 EXPENSES (43,941) (204,666) (41,645) (146,419)
3.09 INCOME (LOSS) BEFORE TAXES AND MINORITY INTERESTS 226,370  359,439  270,320  367,427 
3.10 PROVISION FOR INCOME AND SOCIAL CONTRIBUTION TAXES (90,521) (171,917) (105,798) (153,346)
3.11 DEFERRED INCOME TAX
3.12 INTERESTS/STATUTORY CONTRIBUTIONS (13,591) (43,270) (14,473) (35,865)
3.12.01 INTERESTS (13,591) (43,270) (14,473) (35,865)
3.12.02 CONTRIBUTIONS
3.13 REVERSAL OF INTEREST ON SHAREHOLDER’S EQUITY 155,817  205,775 
3.14 MINORITY INTERESTS (37,048) (89,444) (33,408) (97,209)
3.15 INCOME/LOSS FOR THE PERIOD 85,210  210,625  116,641  286,782 
  NUMBER OF SHARES OUTSTANDING (THOUSAND) 358,558,641  358,558,641  355,221,076  355,221,076 
  EARNINGS PER SHARE (REAIS) 0.00024  0.00059  0.00033  0.00081 
  LOSS PER SHARE (REAIS)            


08.01 - COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER

PERFORMANCE REPORT – 3rd QUARTER 2004

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

Operating performance (Not revised by independent auditors)

Plant


OPERATING DATA 3Q04  2Q04  3Q04/2Q04 (%)

Lines Installed (Thousand) 10,725  10,712  0.1
Additional Lines Installed (Thousand) 14  11  26.8

Lines In Service - LES (Thousand) 9,604  9,647  (0.4)
- Residential 6,685  6,841  (2.3)
- Non-Residential 1,451  1,451  0.1
- Public Telephones - TUP (Thousand) 296  296  (0.1)
- Prepaid 285  276  3.1
- Terminais Híbridos 267  159  67.6
- Other (Includes PABX) 620  624  (0.7)
Additional Lines In Service (Thousand) (42) (77) (45.0)

Average Lines In Service - LIS (Thousand) 9,626  9,685  (0.6)

LES/100 Inhabitants 22.7  22.9  (0.7)
TUP/1,000 Inhabitants 7.0  7.0  (0.3)
TUP/100 Lines Installed 2.8  2.8  (0.2)

Utilization Rate (In Service/Installed) 89.5% 90.1% (0.5) p.p.

Digitalization Rate 99.6% 99.5% 0.1 p.p.

ADSL Lines in Service (Thousand) 456  383  19.2



Lines Installed In the 3Q04, Brasil Telecom installed 13.8 thousand lines, ending the quarter with 10.7 million terminals. In relation to 3Q03, the plant registered an increase of 47.8 thousand lines.


Lines in Service The plant in service totaled 9.8 million lines in the 3Q04. Brasil Telecom continued the non-paying-lines-detection process, disconnecting lines with no prospects of returning to the active base in the medium term and transferring some of the clients who negotiated their obligations to the hybrid plan (LigMix). As a result, the utilization reached 89.5%.

Additionally, the increase of 67.6% in hybrid terminals was due to the Company’s initiative to incentive the migration of delinquent and economic plan clients. This strategy has caused a growth in the ARPU (net revenues/monthly LMES) of the fixed telephone service.


ADSL Brasil Telecom practically doubled its ADSL accesses in service in just a year (90.5% of increase), reaching 456.1 thousand accesses at the end of 3Q04.

Traffic


OPERATING DATA 3T04  2T04  3T04/2T04 (%)

Exceeding Local Pulses (Million) 2,740  2,715  0.5 

Domestic Long Distance Minutes (Million) 1,638  1,624  0.8 

Fixed-Mobile Minutes (Million) 1,098  1,036  6.1 

Exceeding Pulses/Average LIS/Month 94.9  93.4  1.5 
DLD Minutes/Average LIS/Month 56.7  55.9  1.5 
Fixed-Mobile Minutes/Average LIS/Month 38.0  35.6  6.7 



Exceeding Local Pulses The traffic of exceeding local pulses increased by 0.5% compared to the 2Q04, 2.7 billion.


DLD Traffic In the 3T04, the traffic LD increased 0.8% in the comparison with the previous quarter, reaching 1,6 billion.


DLD Market Share At the end of the 3Q04, Brasil Telecom had a 45.7% and 25.1% market share in the interregional and international long distance segments.


  Leveraged by the success of the campaigns developed for the launch of the CSC 14 use outside of the Region, the DLD market share of Brasil Telecom increased by 0.2 p.p. in the intra-region segment and 0.9 p.p. in the intra-sector segment. The market share in the intra-sector and intra-region segments reached 90.9% and 81.3%, respectively.


Inter-network traffic The inter-network traffic increased 6.1% in the 3T04 in relation to the previous quarter, due to the increase of 3.9% in the traffic VC-1, 10.8% in VC-2 and 34.5% in VC-3.


  Of the total of the inter-network traffic, 82.2% refer to VC-1 calls, 12.0% to VC-2 calls and 5.9% to VC-3 calls.

Tariffs

Tariff Adjustments Following the Supreme Court of Justice’s (Supremo Tribunal de Justiça - STJ) decision to authorize the rate adjustments of the Basic and Long Distance Plans, Brasil Telecom, in agreement with the Ministry of Communications and Anatel, increased rates for the local service and long distance baskets by an average of 8.7% and 9.6%, respectively. It was pre-established to apply the rate adjustments in two installments, one effective on September 1st and the other on November 1st.

Subsidiaries

Brasil Telecom GSM With an institutional marketing campaign aired on the 26th of September, Brasil Telecom GSM announced the launch of its commercial activities in mobile telephony.

With a convergent telecommunications platform integrating the complete range of products and services of the Group, Brasil Telecom GSM brought a number of innovative and exclusive advantages to the market.

After announcing a promotion that reduced the interconnection rate by approximately 45%, which reduced the costs of calls from land lines to mobiles, Brasil Telecom GSM launched a new set of advantages to its clients, valid since the start of operations.

With the commercial launch of the mobile operations, Brasil Telecom becomes the first complete telecommunications carrier. Our convergence concept goes beyond products and services to reach our customer service and sales force. Both our call centers and points of sale will be ready to meet all the telecommunications needs of our clients. There will be more than 1.8 thousand points of sale, among them 16 flagship stores, 40 kiosks, 400 exclusive dealers and 1.350 retailers.

Our flagship stores have been designed following the one-stop-shop concept, where clients find all of our products and services including fixed and mobile telephony, intelligent services, broadband and narrowband internet, alternative DLD and ILD rate packages, besides various fixed-line and mobile telephony accessories.

In the 3Q04, investment in the mobile operation was of R$502.7 million, amounting to R$867.0 million since the start of the project.

Financial performance

Revenues

Local Service Gross revenue from local service reached R$1,218.3 million in the 3Q04, 3.2% higher than registered in the 3T03 and 9.2% larger than registered in the 2T04, result of the increase mainly in the incomes of measured service and basic subscription fees.

Gross line activation revenues totaled R$7.7 million in the 3Q04, 17.6% lower than in the 2Q04, primarily due to the fee reduction of 18.5%, applicable from July 2, 2004 onwards. This reduction was partially offset by a rate increase of 3.6%, effective on September 1, 2004. Additionally, Brasil Telecom activated 403 thousand lines in the 3Q04, compared to 418 thousand lines in the previous quarter.

Basic subscription revenues reached R$800.6 million in the quarter, an increase of 9.3% compared to the 2Q04, due to the rate adjustments of 7.4% and 4.4%, effective from July 2, 2004 and September 1, 2004, respectively.

Billed pulses revenues totaled R$386.7 million in the 3Q04, an increase of 10.6% compared to the 2Q04, as a result of an increase in local traffic compared to 2Q04 and the rate adjustments of 7.4% and 4.4%, effective from July 2, 2004 and September 1, 2004, respectively.


Public Telephony Public telephony revenues reached R$128.4 million in the 3Q04, an increase of 7.8% compared to the 2Q04, primarily due to the rate adjustments of 7.4% and 3.2% in payphones credits, effective since from July 2, 2004 and September 1, 2004, respectively.


Long Distance Long distance revenues reached R$478.3 million in the 3Q04, resulting in an increase of 14.3% compared to the 2Q04. This was principally due to the market share increase of 7.7 p.p. and 5.5 p.p. in the interregional and international segments. The rate adjustment of 3.2% and 4.8%, effective from July 2, 2004 and September 1, 2004, respectively, in the DLD basket also had a positive impact on revenues.


Inter Network Gross revenue from inter-network calls reached R$805.5 million in the 3Q04, a 9.1% increase compared to 2Q04, due to the increase of 6.1% in the traffic inter-nets and to the increase of the participation of the traffic VC-2 and VC-3 in the mix of the calls inter-nets.


Interconnection Interconnection revenues increased by 1.9% compared to the 2Q04. On July 2, 2004, the Local Network Usage Rate (TU-RL) was decreased by 10.5% and the Intercity Network Usage Rate (TU-RIU) increased by 3.2%.


Data Communication In the 3Q04, data communications revenues reached R$283,4 million, an increase of 11.0% compared to the previous quarter, mainly due to the 19.2% growth in ADSL accesses in service.


  Data communications has been increasing as a percentage of total revenues. In the 3Q03, the segment represented 6.7% of total revenues, increasing its share to 8.5% in the 3Q04.


Supplementary and Value-Added Services Gross revenue from supplementary and value-added services increased by 12.6% compared to the previous quarter, amounting to R$117.2 million in the 3Q04.


Other Revenues Other revenues reached R$47.6 million in the 3Q04, a growth of 8.3% compared to 2Q04.


Gross Revenue Deductions Gross revenue deductions reached R$954.3 million in the 3Q04, representing 28.8% of the gross revenue for the quarter, stable in relation to the 2Q04.


Net Operating Revenue/Average LIS/month Net operating revenue/Average LIS/month in the 3Q04 was of R$81.8, against R$70.0 in the 3Q03, a 16.8% increase.

Costs and expenses

Costs and Operating Expenses Operating costs and expenses totaled R$2,002.9 million in the 3Q04, against R$16.8 million in the previous quarter.

Operating costs and expenses excluding depreciation, amortization, provisions and losses were of R$1,212.8 million in the 3Q04, against R$1,105.6 million in the 2Q04. The items that more influenced the increase in Brasil Telecom's costs were: interconnection (+11.9%) and other (+44.2%).


Number of Employees At the end of the 3Q04, Brasil Telecom’s fixed telephony operation had 5,509 employees, against 5,391 in the previous quarter. That increase is due to the consolidation of Vant and an increment in the number of Collaborators of the commercial area, related to the inauguration of the own stores according to the concept one-stop-shop.

As of September 2004, Brasil Telecom GSM had 822 employees,
against 758 in the 2Q04, reflecting the structuring process for the product’s launch.


Personnel Personnel costs and expenses reached R$106.1 million, an increase of 4.5% compared to the previous quarter, given the increase in the workforce observed during the period.


Subcontracted services Costs and expenses with subcontracted services, excluding interconnection and advertising & marketing, totaled R$368.5 million in the 3Q04, a 2.7% increase in relation to the previous quarter.

As a percentage of net revenue, costs with subcontracted services reached the lowest value of the past quarters, or 15.6%,
compared to 16.6% in the 2Q04.


Interconnection Interconnection costs totaled R$610.2 million in the 3Q04, a 11.9% increase compared to the previous quarter. The increase is a result of the increase of VC-2 and VC-3 traffic in the inter-network traffic mix, the increase in long distance calls terminating outside Region II, and the increase in fixed-to-mobile traffic.


Advertising & Marketing Expenses with advertising & marketing totaled R$31.4 million in the 3Q04, an increase of 28.2% from the previous period. This value corresponds to 1.3% of the liquid income, compared to 1.1% in the 2Q04.


Losses with Accounts Receivable/Gross Revenuer ratio The losses with accounts receivable to gross revenue ratio was of 3.0% in the 3Q04, stable in relation to the 2Q04. Losses with accounts receivable totaled R$97.9 million in the 3Q04.


Accounts Receivable Gross accounts receivable as a percentage of gross revenues fell from 70.7% in the 2Q04 to 68.9% in the 3Q04, the lowest value in the last 12 months, given that the increase in gross revenues was higher than the increase in accounts receivable in the period. Despite the rate adjustments applied during the period, gross accounts receivable as a percentage of gross revenues fell in the quarter.


  Gross accounts receivable in the period was influenced by the CSC 14 operation in the inter-regional and international segments and its usage in calls originated from mobile phones.


  Deducting provision for doubtful accounts in the amount of R$191.1 million, Brasil Telecom’s net accounts receivable totaled R$2,093.3 million at the end of the 3Q04.


Provisions for Contingencies In the 2Q04, provisions for contingencies totaled R$65.8 million. Due to provisions of nature tax, labor and civil.


EBITDA

EBITDA of R$921.9 million Brasil Telecom’s EBITDA was R$984.4 million in the 3Q04, R$62.5 million above 2Q04’s EBITDA, resulting in a 6.8% increase quarter-on-quarter.


EBITDA Margin In the 3Q04, Brasil Telecom’s EBITDA margin reached 41.7%. The 9M04 EBITDA margin was of 42.4%.


EBITDA/Average LIS/month In the 3Q04, EBITDA/Average LIS/month reached R$34.1, 7.6% higher than in the 2Q04.

Financial Result

Financial Result In the 3Q04, Brasil Telecom reported a negative net financial result of R$98.3 million, representing an increase of 13.4% in the net negative result compared to the R$86.7 million reported in the 2Q04.

Nonoperating Result

Amortization of Reconstituted Goodwill In the 3Q04, Brasil Telecom amortized R$31.0 million in reconstituted goodwill regarding the acquisition of CRT (with no impact on cash flow and dividends distribution), accounted for as non-operating expenses.


Indebtness

Total Debt As of September 2004, Brasil Telecom’s consolidated total debt was of R$4,865.1 million, 12% higher than the amount reported in the 2Q04. This was mainly due to the availability of funds associated with the first tranche of the loan raised with BNDES and the debentures issued by Brasil Telecom S.A.


Net Debt Net debt totaled R$1,464.7 million, a 20.3% reduction from June 2004.


Average Cost of Debt Brasil Telecom’s consolidated debt had an accumulated average cost of 11.3% p.a. equivalent to 71.3% of CDI.


Financial Leverage As of September 30, 2004, Brasil Telecom’s financial leverage - net debt to shareholders’ equity ratio - was equal to 23.3%, compared to 29.6% in June.

Investments


    R$ Millions

Investments in the Permanent Assets 3Q04  2Q04  3Q04/2Q04 (%)

Network Expansion 107.2  128.8  (16.8)
- Conventional Telephony 20.0  19.3  3.5 
- Transmission Backbone 10.3  11.4  (10.1)
- Data Network 74.1  76.2  (2.8)
- Intelligent Network 0.6  19.6  (96.7)
- Network Management Systems 0.1  1.0  (86.5)
- Other Investments in Network Expansion 2.1  1.3  49.3 
Network Operation 71.9  62.8  14.5 
Public Telephony 0.7  0.9  (25.4)
Information Technology 41.2  29.0  42.1 
Expansion Personnel 19.8  20.6  (3.5)
Others 13.7  356.3  (96.1)

Total Investments in Permanent Assets 254.5  598.4  (57.5)

Expansion Financial Expenses (17.6) 19.1  N.A. 

Total - fixed telephony 236.9  617.5  (61.6)



Investments in the permanent assets 3T04  2T04  3T04/2T04 (%)

Brasil Telecom GSM 486.4  158.1  207.6 
Expansion Financial Expenses 16.3  42.6  (61.7)

Total - mobile telephony 502.7  200.7  150.5 



Investments in Permanent Assets Brasil Telecom investments totaled R$739.6 million in the 3Q04. The investment in fixed telephony was of R$236.9 million, while R$502.7 million were invested in the mobile telephony.

Cash Flow

Operating Cash Flow in the 3Q04 was of R$815 million The operating cash generation of Brasil Telecom reached R$815 million in the 3Q04, surpassing by 3.7% the amount reported in the 3Q03.


Free cash flow in the 3Q04 was of R$364 million Brasil Telecom’s free cash flow in the 3Q04 was of positive R$634.2 million, against negative R$120.5 million in the 2Q04. The trailing 9-month free cash flow is of R$748.8 million.

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

09.01 - INVESTMENTS IN SUBSIDIARIES AND/OR ASSOCIATED COMPANIES

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

01 BRASIL TELECOM S.A. 76.535.764/0001-43 SUBSIDIARY PUBLIC HELD COMPANY 66,05 70,38
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS 359,793,099 359,793,099

02 NOVA TARRAFA PARTICIPAÇÕES LTDA. 03.001.341/0001-70 SUBSIDIARY NON-PUBLIC HELD COMPANY 99,99 0.60
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS 32,625 32,625

03 NOVA TARRAFA INC. ............./.........-.... SUBSIDIARY NON-PUBLIC HELD COMPANY 100,00 0,05
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS 1 1


16.01 - OTHER INFORMATION, WHICH THE COMPANY UNDERSTANDS RELEVANT

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

1. OUTSTANDING

As of 09/30/2004 In units of shares
Shareholder Common Shares  Preferred Shares Total 
Direct and Indirect - Parent 83,024,288,663  61.94 13,256,211,786  5.87 96,280,500,449  26.74
Management                
    Board of Directors 35,265  0.00 52,566  0.00 87,831  0.00
    Directors 5,513  0.00 2,030,663  0.00 2,036,176  0.00
    Fiscal Board 8,926  0.00 8,930  0.00 17,856  0.00
Treasury Stock 1,480,800,000  1.10 1,480,800,000  0.41
Other Shareholders 49,526,549,836  36.95 212,749,449,035  94.13 262,275,998,871  72.85
Total 134,031,688,203  100.00 226,007,752,980  100.00 360,039,441,183  100.00
Outstanding Shares in the Market 49,526,599,540  36.95 212,751,541,194  94.13 262,278,140,734  72.85

As of 09/30/2004 In units of shares
Shareholder Common Shares  Preferred Shares Total 
Direct and Indirect - Parent 84,242,727,057  62.85 11,496,064,583  5.16 95,738,791,640  26.84
Management            
    Board of Directors 32,265  52,566  87,831 
    Directors 5,513  2,030,663  2,036,176 
    Fiscal Board 1,792  1,794  3,586 
Treasury Stock 1,480,800,000  1.11 1,480,800,000  0.42
Other Shareholders 48,308,118,576  36.04 211,172,038,277  94.84 259,480,156,853  72.74
Total 134,031,688,203  100.00 222,670,187,883  100.00 356,701,876,086  100.00
Outstanding Shares in the Market 48,308,161,146  36.04 211,174,123,300  94.84 259,482,284,446  72.74

2. SHAREHOLDERS’ HOLDING MORE THAN 5% OF THE VOTING CAPITAL (AS OF 09/30/2004)

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

In thousands of shares
Name General Taxpayers’ Register Citizenship Common shares  Preferred shares % Total shares
Solpart Participações S.A. 02.607.736-0001/58 Brazilian 68,356,161  51.00 0.00 68,356,161  18.99
Previ 33.754.482-0001/24 Brazilian 6,895,682  5.15 7,840,963  3.47 14,736,645  4.09
Treasury Stock - - 1,480,800  1.10 1,480,800  0.41
Other - - 57,299,045  42.75 218,166,790  96.53 275,465,835  76.51
Total - - 134,031,688  100.00 226,007,753  100.00 360,039,441  100.00

Distribution of the Capital from Parent to individual 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 193,633  19.00 1,239,982  62.00 1,433,615  47.48
Telecom Italia International N.V. (*) - Italian 193,643  19.00 760,000  38.00 953,643  31.59
Other - - 20  0.00 20  0.00
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’ Register Citizenship Quotas 
Privtel Investimentos S.A. 02.620.949-0001/10 Brazilian 208,830  33.10
Teleunion S.A. 02.605.026-0001/99 Brazilian 213,340  33.80
Telecom Holding S.A. 02.621.133-0001/00 Brazilian 208,830  33.10
Total - - 631,000  100.00

Privtel Investimentos S.A. In units of shares
Name General Taxpayers’ Register Citizenship Common shares  Preferred shares % Total shares
Eduardo Cintra Santos 064.858.395-34 Brazilian 19,998  99.99 - - 19,998  99.99
Other - - 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 (estate) 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
Woog Family Limited Partnership - 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 1,321,965,427  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 00.493.916-0001/20 Brazilian 92,713,711  6.66 - 92,713,711  6.66
Telos - Fund. Embratel de Segurid. 42.465.310-0001/21 Brazilian 33,106,348  2.38 - 33,106,348  2.38
Funcef - Fund. dos Economiários 00.436.923-0001/90 Brazilian 531,262  0.04 - 531,262  0.04
Petros - Fund. Petrobrás Segurid. 34.053.942-0001/50 Brazilian 52,408,792  3.77 - 52,408,792  3.77
Previ - Caixa Prev. Func. B. Brasil 33.754.482-0001/24 Brazilian 268,029,486  19.27 - 268,029,486  19.27
Opportunity Zain S.A. 02.363.918-0001/20 Brazilian 943,531,893  67.82 - 943,531,893  67.82
CVC/Opportunity Equity Partners LP - British 284,043  0.02 - 284,043  0.02
CVC/Opportunity Equity Partners FIA 01.909.558-0001/57 Brazilian 393,670  0.02 - 393,670  0.02
Opportunity Fund - British 69,587  0.01 - 69,587  0.01
CVC/Opportunity Investimentos Ltda. (*) 03.605.085-0001/20 Brazilian 14  0.00 - 14  0.00
Priv FIA 02.559.662-0001/21 Brazilian 35,417  0.005 - 35,417  0.005
Tele FIA 02.597.072.0001/93 Brazilian 35,417  0.005 - 35,417  0.005
Verônica Valente Dantas 262.853.205-00 Brazilian 0.00   0.00
Maria Amália Delfim de Melo Coutrim 654.298.507-72 Brazilian 0.00 - 0.00
Lenin Florentino de Faria 203.561.374-49 Brazilian 0.00 - 0.00
Total - - 1,391,139,645  100.00 - 1,391,139,645  100.00

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 506,011,807  45.45 - - 506,011,807  45.45
CVC/Opportunity Equity Partners LP - British 468,734,560  42.10 - - 468,734,560  42.10
Opportunity Fund - British 108,497,504  9.75 - - 108,497,504  9.75
Priv FIA 02.559.662.0001/21 Brazilian 26,562,425  2.39 - - 26,562,425  2.39
Opportunity Lógica Rio Gestora de Recursos Ltda. 01.909.405-0001/00 Brazilian 3,475,631  0.31 - - 3,475,631  0.31
Tele FIA 02.597.072-0001/93 Brazilian 9,065  0.00 - - 9,065  0.00
CVC/Opportunity Equity Partners Administradora de Recursos Ltda. 01.909.405-0001/00 Brazilian 0.00 - - 0.00
CVC/Opportunity Investimentos Ltda. (*) 03.605.085-0001/20 Brazilian 15  0.00 - - 15  0.00
Verônica Valente Dantas 262.853.205-00 Brazilian 603  0.00 - - 603  0.00
Maria Amália Delfim de Melo Coutrim 654.298.507-72 Brazilian 90  0.00 - - 90  0.00
Danielle Silbergleid Ninio 016.744.087-06 Brazilian 0.00 - - 0.00
Daniel Valente Dantas 063.917.105-20 Brazilian 0.00 - - 0.00
Eduardo Penido Monteiro 094.323.965-68 Brazilian 431  0.00 - - 431  0.00
Ricardo Wiering de Barros 806.663.027-15 Brazilian 0.00 - - 0.00
Pedro Paulo Elejalde de Campos 264.776.450-68 Brazilian 0.00 - - 0.00
Renato Carvalho do Nascimento 633.578.366-53 Brazilian 0.00 - - 0.00
Total - - 1,113,292,143  100.00 - - 1,113,292,143  100.00


17.01 - LIMITED REVIEW REPORT

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 and the regulations issued by the CVM)


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 September, 2004, 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 Independent Auditors - IBRACON and the Federal Council of Accountancy, which comprised mainly: (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 adopted in Brazil and the regulations issued by the CVM, 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.


October 29, 2004


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



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

INDEX

ANNEX FRAME DESCRIPTION PAGE
01  01  IDENTIFICATION
01  02  ADRESS OF COMPANY HEADQUARTERS
01  03  MARKET RELATIONS DIRECTOR - (Address for correspondence to Company)
01  04  QUARTERLY REFERENCE
01  05  COMPOSITION OF PAID CAPITAL
01  06  COMPANY’S CHARACTERISTICS
01  07  SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED STATEMENT
01  08  DIVIDENDS APPROVED
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 51 
06  01  CONSOLIDATED BALANCE SHEET - ASSETS 52 
06  02  CONSOLIDATED BALANCE SHEET - LIABILITIES 53 
07  01  CONSOLIDATED QUARTERLY STATEMENT OF INCOME 55 
08  01  COMMENTS ON THE CONSOLIDATED COMPANY PERFORMANCE IN THE QUARTER 57 
09  01  INVESTMENT IN SUBSIDIARIES AND/OR ASSOCIATED COMPANIES 58 
16  01  OTHER INFORMATION WHICH THE COMPANY UNDERSTANDS RELEVANT 59 
17  01  LIMITED REVIEW REPORT 62 

 


 
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: November 9, 2004

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

 
Name:   Paulo Pedrão Rio Branco
Title:     Financial Executive Officer