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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
THROUGH August, 2008

(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):

 


FEDERAL PUBLIC SERVICE     
CVM - COMISSÃO DE VALORES MOBILIÁRIOS (SECURITIES COMMISSION)    
ITR – QUARTERLY INFORMATION    Corporate Law 
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES    Reference Date: 06.30.08 

REGISTRATION AT THE CVM DOES NOT REQUIRE ANY EVALUATION ON 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 - CORPORATE TAXPAYER ID (CNPJ)
02.570.688/0001-70 
4 - NIRE 
5330000581-8 

01.02 - ADDRESS OF COMPANY’S HEADQUARTERS

1 - COMPLETE ADDRESS: 
SIA/SUL - LOTE D - BL B - 1° ANDAR 
2 – DISTRICT 
SIA 
3 - ZIP code 
71215-000 
4 - CITY 
BRASÍLIA 
5 - STATE 
DF 
6 - AREA CODE (DDD)
61 
7 - TELEPHONE
3415-1010 
8 - TELEPHONE 
3415-1256 
9 - TELEPHONE 
3415-1119 
10 - TELEX 
11 - AREA CODE (DDD)
61
12 - FAX 
3415-1593
13 - FAX 
3415-1315
14 - FAX
 
15 - E-MAIL 
ri@brasiltelecom.com.br 

01.03 - INVESTORS RELATIONS OFFICER (Address for correspondence to Company)

1 - NAME 
PAULO NARCÉLIO SIMÕES AMARAL 
2 - COMPLETE ADDRESS: 
SIA/SUL - LOTE D - BL A - 2° ANDAR 
3 – DISTRICT 
SIA 
4 - ZIP code 
71215-000 
5 - CITY 
BRASÍLIA 
6 - STATE 
DF 
7 - AREA CODE (DDD)
61 
3 - TELEPHONE 
3415-1010 
9 - TELEPHONE 
3415-1140 
10 - TELEPHONE  11 - TELEX 
12 - AREA CODE (DDD)
61 
13 - FAX 
3415-1593 
14 - FAX  15 - FAX   
16 - E-MAIL 
ri@brasiltelecom.com.br 

01.04 - REFERENCE / AUDITOR

ACCOUNTING PERIOD
IN PROGRESS 
CURRENT QUARTER  PREVIOUS QUARTER 
1 - START  2 - END  3 - NUMBER  4 - START  5 - END  6 - NUMBER  7 - START  8 - END 
01/01/2008  12/31/2008  04/01/2008  06/30/2008  01/01/2008  03/31/2008 
9 - AUDITOR NAME/COMPANY NAME 
DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES 
10 - CVM CODE 
00385-9 
11 - NAME OF THE TECHNICAL RESPONSIBLE 
MARCO ANTONIO BRANDÃO SIMURRO 
12 -INDIVIDUAL TAXPAYER ID (CPF)
OF THE TECH. RESPONSIBLE 
TECHNICIAN - 755.400.708-44 

Page: 1


01.05 - COMPOSITION OF CAPITAL STOCK

Number of Shares 
(Units)
1 - CURRENT QUARTER 
06/30/2008 
2 - PREVIOUS QUARTER 
03/31/2008 
3 - EQUAL QUARTER PREVIOUS 
06/30/2007 
Issued Capital       
         1 - Common shares  134,031,688  134,031,688  134,031,688 
         2 - Preferred shares  229,937,525  229,937,525  229,937,525 
         3 - Total  363,969,213  363,969,213  363,969,213 
Treasury Shares       
         4 - Common shares  1,480,800  1,480,800  1,480,800 
         5 - Preferred shares 
         6 - Total  1,480,800  1,480,800  1,480,800 

01.06 - COMPANY’S CHARACTERISTICS

1 - COMPANY TYPE 
Trade, Industrial and Other Companies 
2 - SITUATION TYPE 
Operating 
3 - SHAREHOLDING NATURE 
National Private 
4 - ACTIVITY CODE 
1130 - Telecommunications 
5 - MAIN ACTIVITY 
SWITCHED FIXED TELEPHONE SERVICE EXPLOITATION 
6 - CONSOLIDATED TYPE 
Total 
7 - AUDITORS’ REPORT TYPE 
No Exceptions 

01.07 - SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS

1 - ITEM  2 - CNPJ  3 - COMPANY NAME 

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

1- ITEM  2 - EVENT  3 – APPROVAL  4 - INCOME  5 - PAYM
START 
6 - SHARE TYPE 
AND CLASS 
7 - INCOME VALUE PER SHARE 
01  RD  01/31/2007  Interest on Shareholder’s Equity  04/16/2008  ON  0.0004399037 
02  RD  01/31/2007  Interest on Shareholder’s Equity  04/16/2008  PN  0.0004399037 
03  RD  12/28/2007  Interest on Shareholder’s Equity  04/16/2008  ON  0.3486870075 
04  RD  12/28/2007  Interest on Shareholder’s Equity  04/16/2008  PN  0.3486870075 
05  AGO  03/18/2008  Dividend  04/16/2008  ON  1.0482847610 
06  AGO  03/18/2008  Dividend  04/18/2008  PN  1.0482847610 

Page: 2


01.09 - ISSUED CAPITAL AND CHANGES IN CURRENT YEAR

1- ITEM  2 - CHANGE 
DATE 
3 - CAPITAL STOCK VALUE  (in thousand of reais) 4 - CHANGE VALUE 
(in thousand of reais)
5 - CHANGE ORIGIN  7 – NUMBER OF SHARES ISSUED 
(Units)
8 - SHARE PRICE UPON ISSUANCE
(Reais)

01.10 - INVESTOR RELATIONS OFFICER

1 - DATE 
14/07/2008 
2 - SIGNATURE 

Page: 3


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

1 - CODE  2 - DESCRIPTION  3 - 06/30/2008  4 - 03/31/2008 
Total Assets  5,938,102  6,365,320 
1.01  Current Assets  1,595,755  2,208,782 
1.01.01  Cash, Bank and Temporary Cash Investments  884,403  1,002,312 
1.01.01.01  Cash and Bank  159  101 
1.01.01.02  Temporary Cash Investments  884,244  1,002,211 
1.01.02  Credits 
1.01.02.01  Clients 
1.01.02.02  Sundry Credits 
1.01.03  Inventories 
1.01.04  Others  711,352  1,206,470 
1.01.04.01  Deferred and Recoverable Taxes  67,743  86,755 
1.01.04.02  Dividends Receivable  140,093  614,339 
1.01.04.03  Escrow Deposits  40  40 
1.01.04.04  Short Term Investments  492,958  484,680 
1.01.04.05  Other Assets  10,518  20,656 
1.02  Non-Current Assets  4,342,347  4,156,538 
1.02.01  Long-Term Assets  301,827  329,603 
1.02.01.01  Sundry Credits 
1.02.01.02  Credits with Related Parties 
1.02.01.02.01  From Direct and Indirect Associated Companies 
1.02.01.02.02  From Subsidiaries 
1.02.01.02.03  From Other Related Parties 
1.02.01.03  Others  301,827  329,603 
1.02.01.03.01  Deferred and Recoverable Taxes  296,015  323,893 
1.02.01.03.02  Escrow Deposits  5,812  5,710 
1.02.01.03.03  Other Assets 
1.02.02  Permanent Assets  4,040,520  3,826,935 
1.02.02.01  Investments  4,039,837  3,826,200 
1.02.02.01.01  Direct and Indirect Associated Companies 
1.02.02.01.02  Direct and Indirect Associated Companies - Goodwill 
1.02.02.01.03  Subsidiaries  4,039,837  3,820,501 
1.02.02.01.04  Subsidiaries - Goodwill 
1.02.02.01.05  Other Investments  5,699 
1.02.02.02  Property, Plant and Equipment  673  725 
1.02.02.03  Intangible Assets  10  10 
1.02.02.04  Deferred Charges 

Page: 4


02.02 - BALANCE SHEET - LIABILITIES (IN THOUSAND OF REAIS)

1 - CODE  2 - DESCRIPTION  3 - 06/30/2008  4 - 03/31/2008 
Total Liabilities  5,938,102  6,365,320 
2.01  Current Liabilities  323,593  1,032,227 
2.01.01  Loans and Financing 
2.01.02  Debentures 
2.01.03  Suppliers  505  297 
2.01.04  Taxes, Duties and Contributions  39,685  39,704 
2.01.04.01  Indirect Taxes  1,487 
2.01.04.02  Taxes on Income  38,198  39,700 
2.01.05  Dividends  207,988  888,065 
2.01.06  Provisions  15 
2.01.06.01  Provisions for Contingencies  15 
2.01.07  Debts with Related Parties 
2.01.08  Others  75,415  104,146 
2.01.08.01  Payroll, Social Charges and Benefits  19  19 
2.01.08.02  Consignment in Favor of Third Parties  86  28,121 
2.01.08.03  Other Liabilities  75,310  76,006 
2.02  Non-Current Liabilities  9,209  25,267 
2.02.01  Long-Term Liabilities  9,209  25,267 
2.02.01.01  Loans and Financing 
2.02.01.02  Debentures 
2.02.01.03  Provisions  3,788  5,247 
2.02.01.03.01  Provisions for Contingencies  3,788  5,247 
2.02.01.04  Debts with Related Parties 
2.02.01.05  Advance for Future Capital Increase 
2.02.01.06  Others  5,421  20,020 
2.02.01.06.01  Indirect Taxes  15,245 
2.02.01.06.02  Taxes on Income  5,421  4,775 
2.02.02  Deferred Income 
2.04  Shareholders’ Equity  5,605,300  5,307,826 
2.04.01  Paid Up Capital Stock  2,596,272  2,596,272 
2.04.02  Capital Reserves  309,178  309,178 
2.04.02.01  Goodwill on Share Subscription  306,961  306,961 
2.04.02.02  Other Capital Reserves  2,217  2,217 
2.04.03  Revaluation Reserves 
2.04.03.01  Owned Assets 
2.04.03.02  Subsidiaries/Direct and Indirect Associated Companies 
2.04.04  Revenue Reserves  265,964  265,964 
2.04.04.01  Legal  265,964  265,964 
2.04.04.02  Statutory 
2.04.04.03  For Contingencies 
2.04.04.04  From Profits to Realize 

Page: 5


02.02 - BALANCE SHEET - LIABILITIES (IN THOUSAND OF REAIS)

1 - CODE  2 - DESCRIPTION  3 -06/30/2008  4 -03/31/2008 
2.04.04.05  Profit Retention 
2.04.04.06  Special Reserve for Undistributed Dividends 
2.04.04.07  Other Profit Reserves 
2.04.05  Retained Earnings/Accumulated Deficit  2,433,886  2,136,412 
2.04.06  Advance for Future Capital Increase 

Page: 6


03.01 - STATEMENT OF INCOME (IN THOUSAND OF REAIS)

1 - CODE  2 - DESCRIPTION  3 - 04/01/08 to 06/30/08  4 - 01/01/08 to 06/30/08  5 - 04/01/07 to 06/30/07  6 - 01/01/07 to 06/30/07 
3.01  Gross Revenue from Sales and/or Services 
3.02  Deductions from Gross Revenue 
3.03  Net Revenue from Sales and/or Services 
3.04  Cost of Goods and/or Services Sold 
3.05  Gross Profit 
3.06  Operating Expenses/Revenues  263,290  311,346  159,491  143,740 
3.06.01  Selling Expenses 
3.06.02  General and Administrative Expenses  (4,782) (9,881) (3,699) (8,521)
3.06.03  Financial  42,274  (118,058) 45,992  (106,834)
3.06.03.01  Financial Income  47,587  91,637  49,505  104,770 
3.06.03.02  Financial Expenses  (5,313) (209,695) (3,513) (211,604)
3.06.04  Other Operating Income  7,169  7,366  960  1,935 
3.06.05  Other Operating Expenses  (413) (875) (239) (661)
3.06.06  Equity Income  219,042  432,794  116,477  257,821 
3.07  Operating Income  263,290  311,346  159,491  143,740 
3.08  Non-Operating Income  32,721  47,082  480  542 
3.08.01  Revenues  39,551  56,770  480  542 
3.08.02  Expenses  (6,830) (9,688)
3.09  Income Before Tax and Minority Interests  296,011  358,428  159,971  144,282 
3.10  Provision for Income and Social Contribution  1,504  (38,382) 17,578  (23,526)
3.11  Deferred Income Tax  (29,289) 9,493  (32,085) 6,396 
3.12  Statutory Interest/Contributions 
3.12.01  Interests 
3.12.02  Contributions 
3.13  Reversal of Interest on Shareholders’ Equity  187,000  187,600 
3.15  Income (Loss) for the Period  268,226  516,539  145,464  314,752 

Page: 7


03.01 - STATEMENT OF INCOME (IN THOUSAND OF REAIS)

1 - CODE  2 - DESCRIPTION  3 - 04/01/08 to 06/30/08  4 - 01/01/08 to 06/30/08  5 - 04/01/07 to 06/30/07  6 - 01/01/07 to 06/30/07 
  NUMBER OF OUTSTANDING SHARES, EX- TREASURY (UNITS) 362,488,413  362,488,413  362,488,413  362,488,413 
  EARNINGS PER SHARE (Reais) 0.73996  1.42498  0.40129  0.86831 
  LOST PER SHARE (Reais)        

Page: 8


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

 
04.01 - NOTES TO FINANCIAL STATEMENTS 
 

NOTES TO THE INTERIM FINANCIL STATEMENTS AS OF 06/30/08
(In thousands of Brazilian reais – R$)

1. OPERATIONS

Brasil Telecom Participações S.A. (“the Company”) is a publicly-held company, incorporated according to article 189 of Law 9.472/97 - General Telecommunications Law, as part of TELEBRÁS’ spin-off process, whose protocol and justification was approved on May 22, 1998.

The Company is engaged in controlling companies that exploit fixed telephony public services in Region II of the PGO (General Concession Plan), approved by Decree 2.534 of April 2, 1998. Such control is exercised through Brasil Telecom S.A., which is a concessionaire responsible for the Switched Fixed Telephone Service (“STFC”) in Region II of PGO. In addition, the Company may also hold equity interests in other companies.

The Company is registered at the Brazilian Securities Commission (CVM) and at the U.S. Securities and Exchange Commission (SEC). Its shares are traded on the São Paulo Stock Exchange (BOVESPA), where it also integrates Level 1 of Corporate Governance, and trades its American Depositary Receipts (ADRs) on the New York Stock Exchange (NYSE).

The Company is controlled by SOLPART Participações S.A. (“SOLPART”), which holds, at the quarter closing date, 51.41% of its voting capital and 18.93% of its total capital.

Direct subsidiaries

a. Brasil Telecom S.A.

BRASIL TELECOM S.A. is a concessionaire of the STFC (Switched Fixed Telephone Service) in Region II of the PGO, covering the Brazilian states of Acre, Rondônia, Mato Grosso, Mato Grosso do Sul, Tocantins, Goiás, Paraná, Santa Catarina and Rio Grande do Sul, in addition to Federal District. In this area, Brasil Telecom S.A. renders, since July 1998, the STFC in the modalities of local and intraregional long distance. As a result of these authorizations, this subsidiary began to exploit the Domestic and International Long Distance services in all Regions starting January 22, 2004. For Local Service in the new regions and PGO sectors, the service offering started on January 19, 2005.

The concession agreements in effect under the local and long distance services modalities, came into effect on January 1, 2006 and are effective until December 31, 2025. Additional information about these agreements is mentioned in note 4.i.

Information related to the quality and universal service goals of the Switched Fixed Telephone Service are available to interested parties on ANATEL’s homepage, on the website www.anatel.gov.br.

b. Nova Tarrafa Participações Ltda. and Nova Tarrafa Inc.

The Company also holds the control of Nova Tarrafa Participações Ltda. (“NTP”) and Nova Tarrafa Inc. ("NTI"). These subsidiaries are engaged in holding interest in Internet Group (Cayman) Limited (“iG Cayman”), which is engaged in providing Internet access. iG Cayman is subsidiary of Brasil Telecom Serviços de Internet S.A, a company that is also an indirect subsidiary and operates in the internet segment.

NTP’s and NTI’s interest in iG Cayman at the quarter closing date represented 9.42% (9.25% on 03/31/08) and 0.16% (0.16% on 03/31/08), respectively, and together with Brasil Telecom Serviços de Internet S.A. total interest was 100% (98.2% on 03/31/08). The change in the interest during the quarter is due to the repurchase of own its shares by iG Cayman, which belonged to shareholders that did not integrate the company under control of the Company.

Indirect subsidiaries

Page: 9


In the second semester of 2006, the process for restructuring Brasil Telecom S.A. subsidiaries has started, since approved by the Company’s Board of Directors. Such restructuring aims at optimizing the control structure with reduction of companies, concentration of similar activities, simplification of equity among companies. The corporate alterations already performed, carried out based on the book values, did not have material effects in the cost structure. The alterations occurred in the quarters or fiscal years referred to in the present interim financial statements are mentioned in the comments of the companies below, when attributed to them.

Brasil Telecom S.A. has the following subsidiaries:

a. 14 Brasil Telecom Celular S.A.

14 Brasil Telecom Celular S.A. ("BrT Celular") is a wholly-owned subsidiary which is operating since the fourth quarter of 2004 to provide Personal Mobile Services (SMP), with authorization to serve Region II of the PGO.

b. BrT Serviços de Internet S.A.

BrT Serviços de Internet S.A. (“BrTI”) is a wholly-owned subsidiary whose main product is providing broadband internet services. It also provides a series of value-added services both residential and corporate customers, including wireless internet access.

In turn, BrTI holds the control of the following companies:

iG companies

iG operates as a dialup and broadband internet access provider also delivering added value services targeted for home and corporate markets, including the internet connection accelerator. In addition, iG also sells advertising space on its portal.

BrTI’s control over the iG Companies up to April 25, 2008 was attributed to its 88.81% share in the capital stock of Internet Group (Cayman) Limited (“iG Cayman”), established in the Cayman Islands. On that date, iG Cayman reported dividends to shareholders holding A Series Convertible Preferred Shares in the amount of R$ 76.5 million, of which R$ 51.2 million to the shareholder BrTI and R$ 25.3 million to the non-controlling shareholders outside Brasil Telecom companies. Thereafter, iG Cayman accomplished the repurchase of shares held by non-controlling shareholders outside Brasil Telecom companies, in the amount of R$ 19.6 million (equity value). After repurchasing shares, BrTI´s interest in iG Cayman was equivalent to 90.42% .

iG Cayman, in its turn, is the holding company of iG Participações S.A. (“iG Part”) and Internet Group do Brasil Ltda. (“iG Brasil”), subsidiaries established in Brazil.

On June 2, 2008, iG Brasil company incorporated Freelance S.A. ("Freelance"), which held iBest´s operations, targeted for the Internet segment and, accordingly, compatible to iG´s operations. The report at merger prepared based on Freelance´s liquidation financial statements as of May 31, 2008, valued net assets at R$ 102,917. With absorption of such assets, BrTI became holder of 62.33% of shares in iG Brasil. BrTI was the holder of 100% of Freelance´s capital stock.

Concerning the former ownership structure of the companies composing iBest´s operations, iBest Holding Corporation, incorporated at Cayman Islands discontinued operations and was dissolved. The company’s dissolution certificate, issued at Cayman Islands on May 23, 2008 resulted in the write-off of investments in the amount of R$ 34, recorded in BrTI, its sole shareholder.

On June 2, 2008, iG Brasil also incorporated Central de Serviços Internet Ltda. (“CSI”), company that held 99.99% of capital stock. CSI was an exclusive services provider for iG Brasil and the net assets incorporated, included in the report dated May 31, 2008, corresponded to the amount of R$ 1,367.

Agência O Jornal da Internet Ltda. ("Jornal Internet")

Page: 10


BrTI holds 30 percent interest in the capital stock of Jornal Internet, which is engaged in the on-line sale of goods and services, issue of daily newspapers or magazines, and gathering, generating and disclosing news on selected events. Seventy percent of the capital stock of Jornal Internet is held by Caio Túlio Vieira Costa, vice president executive of the Company’s subsidiaries related to internet businesses.

c. Brasil Telecom Cabos Submarinos Ltda.

Brasil Telecom Cabos Submarinos Ltda (“BrT CS”) and its subsidiaries operate through a system of submarine optic fiber cables, with connection points in the United States, Bermuda, Venezuela and Brazil, allowing data traffic through integrated service packages, offered to local and international corporate clients.

BrT CS holds 100% of the capital of Brasil Telecom Subsea Cable Systems (Bermuda) Ltd. (“BrT SCS Bermuda”), which, in turn holds the total shares of Brasil Telecom of America Inc. (“BrT of America”) and Brasil Telecom de Venezuela, S.A. (“BrT Venezuela”).

d. BrT Comunicação Multimídia Ltda.

Brasil Telecom S.A. held until April 10, 2007, 100% of MTH Ventures do Brasil Ltda. (“MTH”), a holding company that controlled the capital of Brasil Telecom Comunicação Multimídia Ltda, and Brasil Telecom S.A. and BrTI holding the remaining ownership interest. The Extraordinary General Meeting held on this date decided for the merger of MTH into Brasil Telecom S.A. Currently Brasil Telecom S.A. holds 89.8% of BrT Multimídia’s capital, and the remaining 10.2% capital is held by BrTI.

BrT Multimídia is a service provider of a private telecommunications network through local optical fiber digital networks in São Paulo, Rio de Janeiro and Belo Horizonte, and a long distance network connecting these major metropolitan business centers. It operates nationwide through commercial agreements with other telecommunication companies to offer services to other regions in Brazil. It also has web solution centers in São Paulo, Brasília, Curitiba, Porto Alegre, Rio de Janeiro e Fortaleza, which offer co-location and hosting, and other value added services.

e. Vant Telecomunicações S.A. (“VANT”)

Company whose total capital stock is practically held by Brasil Telecom S.A. BrTI holds only one share in VANT’s capital, representing less than 0.01% interest.

VANT is engaged in rendering multimedia communication services, acquisition and onerous assignment of capabilities and other means, operating in the main Brazilian state capitals.

f. Brasil Telecom Call Center S.A. (“BrT Call Center”)

Previously named Santa Bárbara dos Pinhais S.A, BrT Call Center, changed together with the of its corporate name, as decided in the shareholders’ meeting held on August 21, 2007, its corporate purpose to be engaged in providing call center services to third parties, including customer service, outbound and inbound telemarketing, training, support, consulting services and related activities, etc. Its operations started in November 2007 with rendering call center services to Brasil Telecom S.A. and its subsidiaries that demand this type of service. Previously, the call center services were outsourced.

Page: 11


Stock Purchase Agreement

According to a significant event issued on April 25, 2008, the Company and its parent company – Brasil Telecom Participações S.A., in aggregate referred to as “Brasil Telecom”, transcribed the significant event issued on April 25, 2008 by its direct and indirect shareholders, which refers to the Acquisition of Brasil Telecom´s Control.

As disclosed in the significant event issued by INVITEL S.A. (“Invitel”), shareholder and direct controller, informed that on April 25, 2008, the Stock Purchase Agreement (the “Agreement”) was concluded into between Investidores Institucionais Fundo de Investimento em Participações, Citigroup Venture Capital Internacional Brazil L.P., Priv Fundo de Investimento em Ações, Tele Fundo de Investimento em Ações, Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, Fundação 14 de Previdência Privada, Fundação Petrobrás de Seguridade Social – PETROS, Telos – Fundação Embratel de Assistência e Seguridade Social, Fundação dos Economiários Federais – FUNCEF, Opportunity Fund, Opportunity Lógica Rio Consultoria e Participações S.A., Opportunity Asset Administradora de Recursos de Terceiros Ltda., Opportunity Invest II Ltda., Opportunity Investimentos Ltda., Opp I Fundo de Investimentos em Ações, Opportunity Lógica II Fundo de Investimento em Ações, International Markets Investments, C.V., Luxor Fundo de Investimento Multimercado, Timepart Participações Ltda., collectivelly referred to as “Sellers”, and Banco de Investimentos Credit Suisse (Brazil) S.A. (“Purchaser”), with the mediation of Telemar Norte Leste S.A. (“TNL”), Invitel and Solpart Participações S.A. (“Solpart”).

According to the Agreement, the Purchaser, as the commission agent of TNL, contracted, subjected to the conditions below, the acquisition of 100% of shares issued by Invitel and held by the Sellers (the “Shares”), for the total amount of R$ 4,982,389, to be monetary adjusted based on the cumulative variation of daily average rates of Interbank Deposits – DI, from which Invitel’s net debt is to be deducted. The final sale amount will be determined when the conditions preceding the transaction are fulfilled. Also, the Purchaser contracted the acquisition of common shares of Brasil Telecom Participações S.A. (“BrT Part”), all attached to an agreement of shareholders of the controlling group of BrT Part, held directly by some Sellers, by the total amount of R$ 881,107, equivalent to the price per share of R$ 72.3058316215.

Invitel holds 99.99% of shares in Solpart, a privately-held company that holds 51.41% of the voting capital and 18.93% of the total capital stock in BrT Part. BrT Part, in its turn, a publicly-traded company holding 99.09% of common shares and 38.33% of preferred shares in Brasil Telecom S.A. (“BrT”), corresponding to 65.64% of BrT´s capital stock, in its turn, is a publicly-traded switched fixed telephony concessionaire, for use of general public, publicly rendered, operating in Area II, as defined by the General Concession Plan (PGO), established by Decree 2.534, of 04/02/98.

The agreed-upon transfer of Shares is subject to: (i) fulfillment of a precedent condition represented by prior approval from the National Telecommunications Agency – ANATEL, as provided in Article 97 of Law no. 9.472, of 7/16/97 (General Telecommunications Act – LGT); and (ii) condition subsequent consisting of the placement, by the Purchaser, of public offering for acquisition of shares with voting right issued by BrT Part and BrT, as provided in Article 254-A, of Law no. 6.404, of 12/15/76. Telecommunications industry regulations restricts the acquisition of control of a STFC by another STFC operating in a different region outlined by PGO, a restriction that may be removed at ANATEL´s discretion, as provided by article 202, paragraph 1, of Law no. 9.472, of 07/16/97 (General Telecommunications Act – “LGT”, as amended), in case ANATEL understands that such restriction no longer meets the objectives of the PGO.

The Brazilian Association of Switched Fixed Telephony Concessionaires – ABRAFIX requested ANATEL to revise such restrictive rules, also proposing an amendment to PGO, so that the acquisition of one concessionaire by another operating in different region may be expressly permitted.

The Ministry of Communications sent to ANATEL Official Letter no. 11/2008/MC, with guidelines on the National Telecommunications Policy, recommending, among other initiatives for developing to the industry and fostering competition, suppression of the restrictions in articles 7 and 14 of PGO, that prohibit the transfer of control or concession that results in direct or indirect control of a single shareholder or group of shareholders, of concessionaires operating in different Regions of the PGO, allowing integration of STFC networks and geographic consolidation among Regions.

In view of the aforementioned restrictions, the agreed-upon transfer of Shares is subject to precedent condition, represented by the prior approval from ANATEL, as provided in Article 97 of Law no. 9.472, of 7/16/97 (General Telecommunications Act – LGT), within the minimum term of 240 days as of the Agreement date.

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The Purchaser and/or TNL will not exercise, until the contracted purchase and sale transaction is completed, any kind of interference or influence upon the administration of corporate activities of Invitel, Solpart, BrT Part, BrT or any other of its respective direct or indirect subsidiaries.

Under the agreement, the Purchase acts as TNL´s commission agent for share acquisition purposes of TNL, in conformity with articles 693 and 709 of the Civil Code. The Purchase´s rights, obligations and liabilities will be transferred to TNL as soon as changes commented above are introduced to PGO.

The above-mentioned operation is subject to approval by agencies that compose the Brazilian System for Defense of Competition within the term and in the form set forth by the prevailing legislation.

Brasil Telecom´s management will keep the market and shareholders informed about the implementation of the conditions above and any new significant events that may occur.

Litigation Release and Settlement Instrument

Transaction Agreement

When the Stock Purchase Agreement was signed, pending litigation that resulted in several lawsuits derived from the change in Brasil Telecom’s Management, occurred in the third quarter of 2005, were resolved. In a significant event notice of April 25, 2008, the Company and Brasil Telecom Participações S.A., in conjunction with 14 Brasil Telecom Celular S.A., collectively referred to as Brasil Telecom Parties, the terms and conditions that resulted in the transaction agreement were disclosed as follows:

1 – On April 25, 2008, Brasil Telecom Parties (on their behalf and on behalf of their Affiliated companies), Opportunity Fund and other Opportunity Parties/Banco Opportunity (on their behalf and on behalf of their Affiliated companies) entered into, in conjunction with Telemar Norte Leste S.A. (“Telemar”), a “Waiver, Transaction and Release Public Instrument” (“Transaction Agreement”), by means of which Brasil Telecom Parties and Opportunity Parties/Banco Opportunity have established the terms and conditions for resolving their current claims among the Parties and prevent new ones from being filed.

2 – According to item 1 above, Telemar also published on April 25, 2008, significant event notice expressing its interest in acquiring the control of Brasil Telecom Parties and their direct and indirect Affiliated Parties, since Telemar is not party and is not involved, whether directly or indirectly, in litigations of any nature between Opportunity Parties/Banco Opportunity and Brasil Telecom Parties (and their respective Affiliated Companies).

3 – It is publicly known that Brasil Telecom Parties and Opportunity Parties/Banco Opportunity (and their respective Subsidiaries) are involved in disputes and litigations in Brazil and abroad. Such Parties, without acknowledging the history or undertaking any responsibility related with the mutual litigations that they have decided to serve their mutual interests, avoiding further expenditures of time, efforts and resources in current and future litigations.

4 – Under the Transaction Agreement and to dismiss the litigation between Brasil Telecom Parties and Opportunity Parties/Banco Opportunity so as to make the objective in item 2 above feasible, Telemar undertook the obligation to pay a total amount of R$ 175,730 to Brasil Telecom Parties.

5 – That indicated amount shall be pay in two installments. The first one, in the amount of R$ 80,814 for prompt payment in favor of Brasil Telecom S.A., therefore dismissing the litigation between Brasil Telecom S.A. and Opportunity Parties/Banco Opportunity, that was pending abroad. The remaining one in the amount of R$ 94,916, divided as follows: (i) R$ 89,071 in favor of Brasil Telecom S.A. and (ii) R$ 5,845 in favor of Brasil Telecom Participações S.A., to be settled after transactions in litigation pending in Brazil are approved by an Extraordinary Shareholders´ Meeting of Brasil Telecom Participações S.A. and Brasil Telecom S.A.

6 – Under the Transaction Agreement, the agreement among Brasil Telecom Parties and Opportunity Parties/Banco Opportunity (and respective Affiliates) to definitively solve any existing claims and prevent any other from being filed, as well as payments under Telemar´s responsibility, do not depend on the completion of the transaction for acquiring the control of Brasil Telecom Parties by Telemar.

7 – The Transaction Agreement was signed independently from any other legal businesses or agreements entered into by and between Opportunity Parties/Banco Opportunity and Telemar and/or their respective affiliated Companies, parent

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companies and companies under common control and the validity and effectiveness of the Transaction Agreement have not been conditioned or bound by the validity, effectiveness, fulfillment, satisfaction of any conditions or any other events or circumstances related to any other legal businesses or agreements entered into by and between such Parties and/or respective affiliated companies, parent companies and companies under common control.

Transaction Agreement Approval

The Company and Brasil Telecom S.A. in their respective Extraordinary Shareholders´ Meeting held on May 29, 2008, unanimously approved the releases and transactions under the Transaction Agreement entered into by Telemar Norte Leste S.A., Opportunity Fund and Others, which depended on Shareholders´ approval. As a result, the amounts mentioned in the Transaction Agreement have been fully settled by Telemar and received by BrT and BrT Part.

2. PRESENTATION OF INTERIM FINANCIAL STATEMENTS

Preparation Criteria

The interim financial statements have been prepared in accordance with the rules issued by CVM, applicable to the preparation of interim financial statements, including the CVM Instruction no. 469/08.

As the Company is a SEC registrant, it is subject to SEC’s standards and it must prepare financial statements and other information using criteria that comply with this agency’s requirements. To comply with these requirements and aiming at meeting the market’s information requirements’, the Company adopts as a principle the disclosure of information in both markets in their respective languages.

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

The amounts of escrow deposits tied to the Accrued liabilities for contingencies are presented as a deduction from the recognized liabilities.

Accounting estimates were based on objective and subjective factors and Management’s judgment for determining the adequate amount to be recorded in the interim financial statements. Significant items subject to these estimates and assumptions are the net book value of Property, Plant and Equipment, the allowance for doubtful accounts, inventories, deferred income and social contribution taxes, the reserve for contingencies, measurement of financial instruments, and assets and liabilities related to benefits to employees. Actual results could differ from those estimates. The Company’s management reviews these estimates at least quarterly.

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Amendment to Brazilian Corporate Law

On December 28, 2007, Law no. 11.638 was enacted, altering the provisions of the Brazilian Corporate Law – Law no. 6.404/76. The aforementioned law was designed primarily to update accounting practices as contemplated in Brazilian Corporate Law, so as to enable the convergence of Brazilian accounting practices with the international financial reporting standards (IFRS), and allow the Brazilian Securities Commission – CVM to issue new accounting standards and procedures, applicable to public companies in Brazil. The main changes introduced by the Law are effective for fiscal years beginning on or after January 1, 2008 and refers to:

Replacement of the Statements of Changes in Financial Position by the Statements of Cash Flow;
 
Obligatoriness of preparation of Statements of Value Added;
 
Ability to maintain separate or auxiliary accounting ledgers and records for purposes of reflecting necessary adjustments to financial statements;
 
Creation of a new account group, Valuation Adjustments Shareholders´ Equity, in Shareholders’ Equity and Intangible Assets, in permanent assets;
 
Regulation of new criteria for the classification and measurement of investment in financial instruments, including derivatives;
 
Requirement that certain long-term assets and liabilities be recorded at present value, and, if material, for certain other short-term assets and liabilities;
 
Requirement to record under the caption property, plant and equipment those rights intangible assets received as a result of lease transactions (financial lease);
 
Requirement that an analysis of the recoverability of noncurrent assets be performed;
 
Changes in the parameters for accounting for affiliates under the equity method;
 
Ability to create a Tax Incentive Reserve;
 
Requirement that new assets resulting from a merger or spin-off be recorded at fair market value; and
 
Elimination of the revaluation reserve.

On May 2, 2008, CVM issued the Instruction no. 469 has permitted the application of provisions of Law no. 11638/07 in the preparation of interim financial statements during 2008 or the disclosure of the effects thereof in the notes to the interim financial statements, containing information on changes that may materially impact the interim financial statements for fiscal year 2008, represented by an estimate of any possible changes in shareholders’ equity and income for the period.

The Company opted to disclose the accounting effects of changes introduced by Law no. 11.638/07 on these interim financial statements and record in the interim financial statements those items deemed material and that are mandatory under CVM Instruction no. 469. Accordingly, amounts payable in connection with authorizations for the 3G network exploitation have been adjusted to present value, as disclosed in note 36.

In addition to the provisions in CVM Instruction no. 469/08, the Company estimates that, although many of the changes introduced by the new Law still depend on regulation by CVM, material matters that may significantly impact the preparation of the interim financial statements have already been adopted or disclosed and refer to the segregation of Intangible Assets in permanent assets, presentation of the statement of cash flows (as disclosed in note 17) and the statement of added value, this latter as part of the annual financial statements, and valuation of financial instruments at fair value disclosed comparatively to book value in note 4.

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Below are the effects resulting from: (i) financial trade leasing contracts, whose leased assets should be active in line with the international reporting financial standards; and (ii) share-based compensation for officers and employees (Article 7 of CVM Instruction no. 469/08). 

  COMPANY  CONSOLIDATED 
Shareholders’ Equity  06/30/08  03/31/08  06/30/08  03/31/08 
 Presentation in accordance with Law no. 6.404/76  5,605,300  5,307,826  5,605,300  5,307,826 
 Effects of changes introduced by law no. 11.638/07  (14,051) (11,257) (14,051) (11,257)
 Pro-forma in accordance with Law no. 11.638/07  5,591,249  5,296,569  5,591,249  5,296,569 
 
Net Income for the Period         
 Submission in accordance with Law no. 6.404/76  516,539  248,313  502,760  248,313 
 (Accumulated) effects of adjustment  (4,235) (1,439) (4,235) (1,439)
 Pro-forma in accordance with Law no. 11.638/07  512,304  246,874  498,525  246,874 

Consolidated interim financial statements

The consolidation was prepared in accordance with CVM Instruction no. 247/96 and includes the companies listed in note 1.

Some of the main consolidation procedures are:

The reconciliation of the net income and the shareholders’ equity belonging to the Company and Consolidated is as follows:

  NET INCOME 
06/30/08  06/30/07 
COMPANY  516,539  314,752 
Registrations carried out in the Subsidiary’s Shareholders’ Equity     
   Prescribed Dividends  (13,779)
   Capitalized Interest in the Subsidiary  582 
CONSOLIDATED  502,760  315,334 

Other Related Parties Transactions

During the quarters presented, no transactions with related parties occurred, besides those eliminated in the consolidation process.

Statements of Cash Flows

The Company presents, on a regular basis, the statement of cash flows, which was prepared in accordance with Accounting Standards and Procedures - NPC 20 of the Brazilian Institute of Independent Auditors – (“IBRACON”). For a better presentation and maintenance of comparison to the current quarter, reclassifications regarding the equivalent quarter of 2007 have been made, basically related to escrow deposits, which started to be presented under investment activities. In order to form such balances, the escrow deposits tied to contingencies were reclassified – note 6, indirect taxes – note 32 and accounts payable and accrued expenses.

Segment Reporting

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The Company is presenting, as supplement to note 41, the report by business segment. A segment is an identifiable component of a company, engaged in providing services (business segment) or supplying products and providing services which are subject to different risks and consideration.

3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The criteria mentioned below refer to significant accounting practices adopted by the Company and its subsidiaries that are reflected in the consolidated interim financial statements.

a. Cash, banks and temporary cash investments: Cash investments are temporary high-liquidity investments, with immediate maturity. They are stated at cost, plus income earned through the quarter closing dates and do not exceed their fair value. Shares in investment funds are stated at cost plus income earned through the quarter dates.

b. Trade accounts receivable: Receivables from users of telecommunications services are recorded at the amount of the tariff or service on the date the service is provided. Accounts receivable from services include credits for services rendered and not billed until the quarter dates. Receivables resulting from sales of cell phones and accessories are recorded at the amount of sales made when the goods are delivered and accepted by customers. The criterion adopted for recognizing the allowance for doubtful accounts takes into account the calculation of the actual percentage of losses incurred on each maturity of receivables. Future losses on the current receivables balance are estimated based on these loss percentages, which include accounts falling due and also the portion of unbilled services, thus forming the amount that could become a future loss, which is recognized as an allowance.

c. Material inventories: Stated at the average acquisition cost, which does not exceed replacement cost. Inventories are segregated into plant expansion and plant maintenance, and inventories of goods for resale, consisting mainly of cell phones, accessories and electronic cards. The plant expansion inventories are classified into Property, Plant and Equipment (construction in progress), and maintenance inventories are classified into current and long-term assets, in accordance with the period in which they will be used, and the resale inventories are classified into current assets. Obsolete inventories are recorded as provisions for losses. As regards cell phones and accessories, the subsidiary BrT Celular records adjustments, in those cases where purchases were made at higher prices, conforming them to their realization value.

d. Investments: Investments in subsidiaries are accounted for under the equity method. Goodwill is calculated based on based on estimated future results and its amortization is based on the expected realization amount and period, not exceeding ten years. Other investments are stated at acquisition cost, less a provision for losses, when applicable. Investments resulting from income tax incentives are recognized on the date of investment, and result in shares of companies with tax incentives or investment funds. During the period between the investment date and receiving of shares or fund shares, they are recognized in long-term assets. These investments are periodically measured and the result of the comparison between their original and market costs, when lower, is recognized in provisions for probable losses.

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

Expenses incurred are capitalized when they represent improvements (increase in installed capacity or useful life). Maintenance and repair expenses are recorded in the statement of income, on the 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.

f. Intangible assets: Refer mainly to licenses and software and regulatory licenses. The amortization of software licenses is calculated under the straight-line method over a five-year period, while regulatory licenses are amortized according to the terms determined by the regulatory agency. When benefits are not expected from a license or right related such asset, the asset is written off against the nonoperating income.

g. Deferred charges: Refer mainly to implementation and reorganization expenses. Amortization is calculated under the straight-line method over a period of 5 years. When benefits are not expected from such asset, the asset is written off against the nonoperating income.

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h. Income and social contribution taxes: Income and social contribution taxes are accounted for on an accrual basis. These taxes levied on temporary differences and tax loss carryforwards are recorded under assets or liabilities, as applicable, according to the assumption of future realization or payment, within the criteria set forth by CVM Instruction no. 371/02.

i. Loans and financing: Restated based on monetary and exchange variations, plus interest incurred through the quarter closing date. The same adjustment is applied to the guarantee contracts to hedge the debt.

j. Reserve for contingencies: The reserve for contingency are recognized based on an assessment of their risks and are quantified based on economic grounds and legal opinions on the lawsuits and other events known on the quarter closing date, according to the criteria of CVM Deliberation no. 489/05. The basis and nature of the reserve for contingencies are described in note 6.

k. Revenue recognition: Service revenue is recognized when services are provided. Local and long distance calls are charged based on time measurement according to the legislation in effect. Revenue from sales of payphone cards [Public Use Telephony (TUP)], cell phones and accessories is recognized when delivered and accepted by customers. For prepaid services linked to mobile telephony, revenue is recognized in accordance with services utilization. Revenue is not recognized when there is significant uncertainty as to its realization.

l. Expense recognition: Expenses are recognized on an accrual basis, considering their relation with revenue realization. Expenses related to future periods are deferred.

m. Financial income (expenses), net: Financial income is recognized on an accrual basis and comprises interest earned on overdue bills settled after maturity, gains on cash investments and hedges. Financial expenses comprise interest incurred and other charges on loans, financing, hedging and other financial transactions.

Interest on Shareholders’ Equity, when credited, is included in financial expenses, and for interim financial statements presentation purposes, the amounts are reversed against income for the year and reclassified as a deduction from retained earnings, in the shareholders’ equity.

n. Employee benefits: Private pension plans and other retirement benefits sponsored by the Company and its subsidiaries for their employees are managed by three foundations. Contributions are determined on an actuarial basis, when applicable, and accounted for on an accrual basis. Additional information on pension plans is described in note 5.

o. Profit sharing: The provision for employee and management profit sharing is recognized on an accrual basis, and is accounted as an operating expense. The calculation of the amount, which is paid in the year subsequent to the year the provision is recognized, is based on the goals program established with the labor union through the collective bargaining agreement, in accordance with Law no. 10.101/00 and the Company’s bylaws.

p. Earnings per share: Calculated based on the number of shares outstanding at the quarter closing date. Outstanding shares are represented by the totality of shares issued less treasury shares.

4 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (FINANCIAL INSTRUMENTS) AND RISK ANALYSIS

The Company and its subsidiaries evaluated of its assets and liabilities at their book value as compared to market or realizable values (fair value), based on information available and evaluation methodologies applicable to each case. The interpretation of market data regarding the choice of methodologies requires considerable judgment and determination of estimates to obtain an amount considered appropriate for each case. Accordingly, the estimates presented may not necessarily indicate the amounts that can be obtained in the current market. The use of different assumptions for calculation of market value or fair value may have material effect on the obtained amounts. The selection of assets and liabilities presented in this note was based on their materiality. Instruments whose amounts approximate their fair values, for example, cash, bank and temporary cash investments, accounts receivable, assets and liabilities of taxes, pension funds, etc., and whose risk assessment is immaterial, are not mentioned.

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According to their nature, financial instruments may involve known or unknown risks and the Company’s judgment is important for the risk assessment. Thus, there may exist risks with guarantees or without guarantees depending on circumstantial or legal aspects. Some of the main market risk factors affecting the Company’s and its subsidiaries business are as follows:

a. Credit risk

Most of the services provided by 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 turn, in case of telecommunications public services, is subject to legal standards established by the concession grantor. The risk exists because Brasil Telecom S.A. and its subsidiaries may incur in losses arising from the difficulty in receiving amounts billed to its customers. Consolidated default up to the quarter was 2.48% (2.65% in 2007), taking into account total losses on accounts receivable in relation to gross revenue. The level of accounts receivable is constantly monitored through internal controls, thus limiting the risk of default, and cuts off access to the service (outbound phone traffic) if the bill is overdue for more than thirty days. Exceptions are made for telephone services, which should be maintained for national security or defense reasons.

Subsidiary Brasil Telecom S.A. operates in co-billing related to long distance calls with the use of its CSP (Operator Selection Code) originated by subscribers of other fixed and mobile telephony operators. Co-billing receivables are managed by these operators, based on the operational agreements entered into with them and according to the rules set forth by ANATEL. The blocking rules set forth by the regulatory agency are the same for the fixed and mobile telephony companies, which are co-billing suppliers. This subsidiary controls separately this type of receivables and maintains an allowance for losses that may occur, due to risks of not receiving such amounts.

As regards mobile telephony, the credit risk in cell phones sales and services provide under the post-paid category is minimized by a credit pre-analysis. Also regarding post-paid services, whose customer base at the end of the quarter was 16.6% of the total portfolio (18.1% as of 03/31/08), accounts receivable are also monitored in order to limit the default rate and service is blocked (outbound phone traffic) when the bill is overdue for more than 15 days.

b. Exchange rate risk

Liabilities

Brasil Telecom S.A. has loans and financing contracted in foreign currency. The risk associated with these liabilities arises from the possibility that exchange rate changes may increase the balance of these liabilities. Loans subject to this risk represent approximately 14.2% (15.0% on 03/31/08) of total liabilities of consolidated loans and financing, less the foreign exchange hedge transactions contracted. In order to minimize this kind of risk, exchange hedge contracts have been entering into with financial institutions. Of the debt installment consolidated in foreign currency, 59.2% (61.1% on 03/31/08) is hedged with exchange rate swap and dollar options transactions and foreign currency-denominated cash investments. The unrealized positive or adverse effects in hedge transactions, using exchange rate swaps and dollar options, are recorded in the statement of income as earnings or losses, according to the status of each instrument.

Net exposure to exchange rate risk prevailing, at carrying and fair values, was as follows:

  CONSOLIDATED 
  06/30/08  03/31/08 
Carrying Value  Fair Value  Carrying Value  Fair Value 
Liabilities         
Loans and Financing  547,032  566,922  603,591  630,515 
Hedge Contracts  371,407  372,931  326,205  326,497 
Total  918,439  939,853  929,796  957,012 
Current  215,499  216,073  201,744  201,894 
Long-term  702,940  723,780  728,052  755,118 

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The method used for calculating the fair value of swap instruments was future cash flows associated to each instrument contracted, discounted at market rates prevailing at the quarter closing date. For securities tradable in organized markets, the fair value is equivalent to the value of the last closing quotation available at quarter closing date multiplied by the number of outstanding securities. For contracts in which the current contracting terms and conditions are similar to those in which they have been originated, or that do not present parameters for quotation or contracting, fair values are equal to carrying values.

For the US dollar options, the fair value adopted for accounting recognition purposes has been calculated based on the Black&Scholes model, as adapted by Garman Kohlhagen to consider specific exchange options´ features. Such operations, which have been contracted with maturity up to February, 2009, registered, as of the quarter closing date, net loss of R$ 13,994 (R$ 2,918 on 03/31/08) represented by R$ 5,245 for call options and R$ 8,749 for put options (R$ 2,212 and R$ 706 on 03/31/08, respectively).

c. Interest rate risk

Assets

The consolidate assets results from loan to the phone directory company bearing interest indexed to the IGP-DI (general price index – domestic supply), as well as loans resulting from the sale of Property, Plant and Equipment to other telephony companies, bearing interest indexed to the IPA-OG (wholesales price index – general supply)/Industrial Products of Column 27 (FGV). The Company also has CDBs (bank certificates of deposit) with Banco de Brasília S.A. related to the guarantee to credit benefit granted by the Federal District Government under a program called PRO-DF (Economic and Sustained Development Support Program of the Federal District), which bear interest equivalent to 94% and 97% of the SELIC rate (Central Bank overnight rate).

These assets are represented in the balance sheet as follows:

  CONSOLIDATED 
  Carrying and fair values 
06/30/08  03/31/08 
Assets     
Loans, tied to:     
   IGP-DI  7,367  7,459 
   IPA-OG Column 27 (FGV) 104  175 
Fixed-income securities, tied to:     
 SELIC rate  4,167  3,969 
Total  11,638  11,603 
Current  1,690  1,655 
Long term  9,948  9,948 

Carrying values match fair values because the current contract terms and conditions for these types of financial instruments are similar to the ones in which those were originated or do not presented parameters for quotation or contracting.

Liabilities

Brasil Telecom S.A. has loans and financing contracted in Brazilian currency subordinated to interest rates indexed to following indices: TJLP (long-term interest rate), UMBNDES (National Bank for Economic and Social Development monetary unit), CDI (Interbank Deposit Rate), and INPC. The risk inherent to these liabilities arises from possible fluctuations in these rates. The market rates are continuously monitored to assess the need to contract instruments to hedge against the fluctuations in these rates.

In addition to loans and financing, the subsidiary issued public debentures, nonconvertible into or exchangeable for shares. This liability has been contracted at an interest rate tied to CDI and the risk on this liability arises from possible rate increases.

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These liabilities are represented in the balance sheet as follows:

  CONSOLIDATED 
  06/30/08  03/31/08 
Carrying value  Fair value  Carrying value  Fair value 
Liabilities         
Financings bound to rates         
     TJLP (Long-Term Interest Rate) 2,106,808  2,148,705  2,159,809  2,205,863 
     UMBNDES  73,336  73,336  87,029  87,029 
     INPC  26,297  26,297  26,138  26,138 
   Other Indexes  21,435  21,435  23,333  23,333 
Debentures - CDI  1,090,139  1,087,522  1,118,158  1,117,711 
Total  3,318,015  3,357,295  3,414,467  3,460,074 
Current  305,862  311,730  312,419  318,260 
Long-term  3,012,153  3,045,565  3,102,048  3,141,814 

The method used for calculating the fair value of swap instruments was future cash flows associated to each instrument contracted, discounted at market rates prevailing at the quarter closing date. For securities tradable in organized markets, the fair value is equivalent to the value of the last closing quotation available at quarter closing date multiplied by the number of outstanding securities. For contracts in which the current contracting terms and conditions are similar to those in which they have been originated, or that do not present parameters for quotation or contracting, fair values are equal to carrying values.

d. Risk of failure to tie loans and financing monetary adjustment indexes to accounts receivable

Loan and financing rates contracted by subsidiary Brasil Telecom S.A. are not tied to receivables. Thus, there is a risk because the adjustments of telephone tariffs do not necessarily follow increases in local interest rates, which affect this subsidiary.

e. Contingencies

Contingencies are assessed according to probable, possible or remote loss. Contingencies considered as of probable risk are recorded in liabilities. Details on these risks are shown in note 6.

f. Investment-related risks

The Company has investments measured under the equity method of accounting and the acquisition cost. Brasil Telecom S.A., Nova Tarrafa Participações Ltda. and Nova Tarrafa Inc. are subsidiaries, whose investments are measured under the equity method of accounting.

Investments measured at cost are immaterial in relation to total assets. The risks associated to them would not produce significant impacts for the Company in case of significant losses on these investments.

The amounts related to the investments are as follows:

  06/30/08  03/31/08 
Carrying value  Fair value  Carrying value  Fair value 
Investments  4,039,837  13,966,711  3,826,200  12,248,950 
 Investments in subsidiaries  4,039,837  13,966,711  3,820,501  12,243,251 
   Listed in the stock market  4,033,693  13,960,567  3,803,520  12,226,270 
   Not listed in the stock market  6,144  6,144  16,981  16,981 
 Other investments  -  -  5,699  5,699 

The investment listed in the stock market refers to the interest held in Brasil Telecom S.A. and its fair value was measured based on the market quotation used for trading among minority shareholders.

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g. Cash investment risks

Temporary cash equivalents in local currency are made in financial investment funds (FIFs) and investments in its own portfolio of private securities (floating rate bank certificates of deposit) issued by prime financial institutions. The FIFs portfolios consist mainly of federal-government securities (floating, fixed, and foreign exchange rate securities) and CDBs issued by prime financial institutions (floating rate securities). Funds may carry out non-leveraged derivative transactions to hedge their portfolios and complying with the goals established in their corresponding investment policies. The exposure to market risks is monitored on a daily basis based on the VaR (Value at Risk) methodology, which qualifies the loss risk on these investments.

Foreign currency-denominated temporary cash investments are represented by overnight operations backed by securities issued by foreign financial institutions, with low credit risk.

Short-term investments, classified as temporary cash investments, are represented by investments in securities issued by the Republic of Austria, with remuneration subject to CDI variation, and the Official Credit Institute (ICO), Spanish government entity, bearing fixed interest.

Investments in CDBs and overnight transactions are subject to the credit risk of financial institutions, and foreign currency-denominated investments are subject to the exchange rate risk.

The balances of cash investments, short–term investments – temporary cash investments – are shown in notes 16 and 17, respectively.

h. Risk of Early Maturity of Loans and Financing

Liabilities derived from financing mentioned in note 35, related to BNDES agreements, public debentures and most referring to financial institutions, have covenants that prescribe the early maturity of obligations or retention of amounts pegged to debt portions in the cases where certain levels for certain indicators, such as indebtedness ratios and leverage (financial covenants), are not met.

For the financing agreements maintained with BNDES, subsidiary Brasil Telecom S.A. must comply with a set of financial ratios and in the event of noncompliance with some of these ratios, the Bank is allowed to request the temporary blocking of values deposited in collection accounts tied to the agreements.

All indicators set forth in agreements are being complied with and thus no sanctions or penalties set forth in the agreement clauses entered into are being enforced upon the Company.

i. Regulatory risk

Concession agreements

Brasil Telecom S.A. entered into with ANATEL local and domestic long distance concession agreements, effective for the period January 1, 2006 - December 31, 2025. These new concession agreements, which provide for reviews on a five-year basis, in general have a higher intervention level in the management of the business and several provisions defending consumer’s interests, as noticed by the regulatory agency. The main highlights are:

(i) The burden of the concession defined as 2% of revenue net of taxes, calculated every two years, started in 2006, and the initial payment was made on April 30, 2007. This will occur successively until concession termination. This calculation method, as regards its accrual, corresponds to 1% for each financial year;

(ii) The definition of new universal service goals, particularly AICE (Special Class Individual Access) with mandatory installation of network infrastructure for interconnection to high-capacity access networks;

(iii) Possibility of the Regulatory Agency imposing alternative mandatory offer plans;

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(iv) Introduction of Regulatory Agency’s right to be involved in and change agreements of the concessionaire with third parties;

(v) Inclusion of the parent company’s, subsidiary’s, affiliated companies’ and third parties’ assets, indispensable to the concession, as returnable assets; and

(vi) Creation of the users’ council in each concession.

Interconnection tariffs are defined as a percentage public local and domestic long distance tariff until the effective implementation of cost model by service/modality, scheduled for 2009, as defined in the Regulation for Separation and Accounting Allocation Regulations (Resolution no. 396/05).

Authorizations for Third Generation Mobile Services – 3G

On April 29, 2008, 14 Brasil Telecom Celular S.A. obtained from ANATEL a Concession of Authorization for the Use of Radiofrequency Blocks, linked to the exploitation of Personal Mobile Services – SMP, to operate in sub-bands that allow offering products linked to the network of third generation mobile services – 3G – in its operational area. The value of these authorizations, valid for a period of fifteen years, extendable for an additional 15 years, for valuable consideration, is R$ 488,235. As a requirement for signing the term, BrT Celular paid 10% of the contracted amount, and the remaining amount shall be paid by December of the current year. SMP authorizations serving BrT Celular´s operational region will be unified within a maximum of eighteen months, beginning April 30, 2008 – date on which the Concession of Authorization was published in the Federal Official Gazette. However, a distinction between radiofrequencies blocks will be maintained according to the respective original contracts and effective terms.

The new 3G network started operations on April 30, 2008 and, besides mobile voice services, allows providing SMP customer with data communication services at speeds higher than those made available by the current network 2.5G. In addition, the 3G network supplements the 2.5G network, allowing to expand and update of BrT Celular’s network coverage and meet the customer base growth.

Public Consultation no. 23 – Proposal for Reviewing the General Grating Plans for Services Rendered under Public Regulations

On June 17, 2008 ANATEL published Public Consultation no. 23 on the Proposal for Reviewing the General Grating Plan (“PGO”) for Services Rendered under Public Regulations. The company may express its opinion on the content thereof through July 17, 2008. After analyzing the input received, ANATEL will submit the proposal to the Ministry of Communications, which, in its turn, will analyze and then forwarded for approval by a Federal Decree. The proposal now under public consultation adopts the following action lines:

(i) Maintenance of PGO´s current Regions;

(ii) Inclusion of the Group concept, as the individual Telecommunications Services Carrier or the group of Telecommunications Services Carrier that have controlling relationship as parent companies, subsidiaries or associated companies, applying the concepts of Regulation for Verification of Control and Transfer of Control at Companies that Provide Telecommunications Services, approved by Resolution no. 101, of February 4, 1999;

(iii) Elimination of restrictions rules so that the acquisition of one concessionaire by another operating in a different region is permitted, in such a way that the controlling group’s capital stock remains publicly traded to ensure transparency in monitoring concessions;

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(iv) Guarantee that there are different Groups with concessionaires that render Switched Fixed Telephony Concessionaires – STFC in local mode, operating in appropriate levels of competition in the rendering of services in all Regions of the PGO;

(v) Restriction as for holding more than one concession of the same STFC modality in the same Area of the PGO or part of it by a single Group;

(vi) Obligation that Switched Fixed Telephony Concessionaires – STFC exploit the various types of this service exclusively, as an action to ensure fair competition and provide transparency in monitoring concessions;

(vii) Establishment and expansion of obligation for massive access to telecommunications services by the Group that includes the concessionaire, including as for broadband access (example: expansion of Broadband-supported STFC networks – Backhaul);

(viii) Guarantee of non-discriminatory access to Switched Fixed Telephony Service – STFC support networks by third parties under equal and non-discriminatory conditions consistent with prevailing market practices;

(ix) Compulsory actuation in the other areas of PGO for Groups that control concessions in more than one Area as provided in the General Plan for Competition Goals – PGMC, as well as obligation to meet other conditions imposed by the Agency, to ensure competition, prevent economic concentration and ensure that concession agreements may be executed;

(x) Maintenance of the regional contiguity concept;

(xi) Transfer of all grants of telecommunications services of the parent company, subsidiary or associated company of the Group when transferring concession to any third parties.

As of the date of preparation of this financial interim statements, it is not possible to assess the impact the proposal for reviewing the PGO, under public consultation, could bring to the Company´s business and results.

5. EMPLOYEE BENEFITS

The benefits described herein are offered to employees of the Company, and its subsidiary Brasil Telecom S.A. and its direct or indirect subsidiaries, except for BrT Call Center, as regards supplementary pension plans. These companies can be better jointly referred to as “Brasil Telecom Companies” and also as “Sponsor” or “Sponsors” for purposes of the supplementary pension plan mentioned in this note.

a. Supplementary pension plan

The Company sponsors supplementary pension plans related to retirement for its employees and assisted participants, and, in the case of the latter, medical assistance in some cases. These plans are managed by the following foundations: (i) Fundação 14 de Previdência Privada (“Fundação 14”); (ii) Fundação BrTPREV (“FBrTPREV”) former CRT, a company merged into Brasil Telecom S.A. on 12/28/00; and (iii) Fundação SISTEL de Seguridade Social (“SISTEL”), originated from certain companies of the former Telebrás System.

Bylaws establish the approval of the supplementary pension plan policy, and the joint liability attributed to the defined benefit plans is ruled by the agreements entered into with the foundations, with the agreement of the SPC (Secretariat for Pension Plans), as regards the specific plans.

The sponsored plans are valued by independent actuaries at the balance sheet date. As regards the defined benefit plans described in this note, immediate recognition of the actuarial gains and losses is adopted, and therefore the full liabilities are recognized for the plans presenting a deficit, according to CVM Resolution no. 371/00. In cases that show a positive actuarial situation, assets are recorded in case of express authorization for offsetting with future employer contributions.

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The characteristics of the sponsored supplementary pension plans are as follows:

FUNDAÇÃO 14

Fundação 14 de Previdência Privada was created in 2004 and since 03/10/05 has been in charge of managing and operating the TCSPREV pension plan. On that date, it entered into a management agreement with SISTEL so that the latter provides management and operating services to the TCSPREV and PAMEC-BrT plans until 09/30/06. Staring this date, Fundação 14 took over the management and operation services of its plans. As of October 31, 2007, Fundação 14 ceased to manage the assistance plan PAMEC-BrT because it is an entity engaged in the management of private pension plans. In November, 2007, the assets and liabilities of PAMEC-BrT were transferred to the Company which, in addition to sponsoring the plan, started to manage it.

Plans

TCSPREV (Defined Contribution, Settled Benefit and Defined Benefit)
This defined contribution and settled benefit plan was introduced on 02/28/00. On 12/31/01, all pension plans sponsored by the Company together with SISTEL were merged, and the SPC exceptionally and provisionally approved the document sent to that Agency, due to the need for adjustments to the regulations. Thus, TCSPREV consists of defined contribution groups with settled and defined benefits. The plans added to the TCSPREV were the PBS-TCS, PBT-BrT, BrT Management Agreement, and the Unusual Contractual Relationship Instrument, and the terms and conditions set out in the original plans were maintained. In March 2003, this plan was no longer offered to the sponsors’ new hires. However, this plan started to be offered starting March 2005 to the defined contribution group. TCSPREV currently serves nearly 66.1% of the staff.

Contributions to this plan, by group of participants, are 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 (defined contribution). In the TCSPREV group, the contributions are credited in individual accounts of each participant, equally by employee and sponsor, and the basic contribution percentages vary between 3% and 8% of the participant’s salary, according to participant’s age and limited to R$21,104.40 for 2008. Participants have the option to make additional contributions to the plan but without parity of the Company. In the PBS-TCS group, the sponsor’s contribution corresponds to 12% of the participants’ payroll, while the employees’ contribution varies according to the age, time of service and salary. An entry fee may also be payable depending on the age a participant joined the plan. The sponsors are responsible for defraying all administrative expenses and fund risk benefits.

Assets Constituted for Compensation of Future Employer Dues

Due to the approvals from the Board of Fundação 14 on December 18, 2007, which decided for the allocation of surpluses to a reserve for contingencies, a special reserve in favor of participants, beneficiaries and the sponsor, and sponsor's contributions surplus, consolidated assets amounting to R$ 81,209 were recognized to be offset against future employer's contributions. Accordingly, Fundação 14 also made amendments to the Regulations of the TCSPREV Plan, which were filed with the SPC on October 24, 2007.

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The balance of such assets, recognized in other assets, is represented below:

  CONSOLIDATED 
  06/30/08  03/31/08 
Future Contributions to be Compensated – TCSPREV Pension Plan  69,528  71,476 
Total  69,528  71,476 
Current  11,697  15,208 
Long-term  57,831  56,268 

FUNDAÇÃO SISTEL DE SEGURIDADE SOCIAL

The supplementary pension plan - PBS-A, which remains under SISTEL’s management, comes from the period before the Telebrás’ Spin-off and serves participants who had the status of beneficiaries in January 2000. SISTEL also manages the PAMA/PAMA-PCE pension plan, formed by participants assisted by the PBS-A Plan, the PBS’s plans segregated by sponsor in January 2000 and PBS-TCS’ Internal Group, merged into the TCSPREV plan in December 2001.

Plans

PBS-A (Defined Benefit)
Maintained jointly with other sponsors associated to the provision of telecommunications services and intended for participants that had the status of beneficiaries on 01/31/00.

Contributions to the PBS-A are contingent to the determination of an accumulated deficit. As of 12/31/07, actuarial last date, the plan presented a surplus.

PAMA - Retirees Health Care Plan/PCE – Special Coverage Plan (Defined Contribution)
Maintained jointly with other sponsors subject to the provision of telecommunications services and intended for participants that had the status of beneficiaries on 01/31/00, for the beneficiaries of the PBS-TCS Group, merged on 12/31/01 into TCSPREV (plan currently managed by Fundação 14) and for the participants of PBS’s defined benefit plans sponsored by other companies, together with SISTEL and other foundations. According to a legal and actuarial appraisal, the Sponsor’s responsibility is exclusively limited to future contributions. From March to July 2004 and from December 2005 to April 2006, an incentive optional migration of retirees and PAMA pensioners took place for new coverage conditions (PCE), whose current contingent of migrated people is of 84%. A new period for optional migration has been opened in June/2008 and should go until 08/31/08. The optional of participants for migration results in contribution to PAMA/PCE.

The contributions for this plan correspond to 1.5% on payroll of active participants subject to PBS plans, segregated and sponsored by the several sponsoring company. In Brasil Telecom´s case, the PBS-TCS was merged into the TCSPREV plan on 12/31/01, and began to constitute an internal group of the plan.. Due to the utilization of PAMA, the participants share a portion of its individual costs used in the plan. Contributions by retirees and pensioners who migrated to PAMA/PCE are also carried out. For sponsors, the option of participants to migrate to PAMA/PCE does not change the employer dues of 1.5% mentioned.

FUNDAÇÃO BrTPREV

It is the manager originated from the plans sponsored by former CRT, company merged into Brasil Telecom S.A. at the end of 2000. The main purpose of the Company sponsoring FBrTPREV is to maintain the pensions supplementary to the benefits survival pensions and other benefits provided by the official social security system to participants.

Plans

BrTPREV
Defined contribution and settled benefits plan, launched in October 2002, intended to grant pension plan benefits supplementary to those of the official social security benefits and that initially served only employees of the Rio Grande do Sul Branch. This pension plan started to be offered to new employees of the Company and its subsidiaries in March 2003-February 2005, when its offering was suspended. BrTPREV currently serves nearly 21.8% of the staff.

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Contributions to this plan are determined based on actuarial studies prepared by independent actuaries according to the regulations in force in Brazil, using the capitalization system to determine funding. Contributions are credited in individual accounts of each participant, equally by employee and sponsor, and the basic contribution percentages vary between 3% and 8% of the participant’s salary, according to participant’s age and limited to R$ 21,831.00 for 2008. Participants have the option to make additional contributions to the plan but without parity of the Company. The Company is responsible for defraying all administrative expenses and fund risk benefits.

Fundador – Brasil Telecom and Alternativo - Brasil Telecom
Defined benefits plans intended to provide pension benefits supplementary in addition to the benefits of official social security, closed to the entry of new participants. These plans currently serve approximately 0.16% of the staff.

The regular contribution by the sponsor is equal to the regular contribution of the participant, the rates of which vary according to age, time of service and salary. In the Alternativo Plan – Brasil Telecom, the contributions are limited to three times the ceiling benefit of INSS and the participant also pays an entry fee depending on the age he or she joins the plan.

Actuarial Insufficiency of the Plans

The mathematical reserve to amortize, corresponding to the current value of the Company’s supplementary contribution, as a result of the actuarial deficit of the plans managed by FBrTPREV, have the settlement within the maximum established period of twenty years, as of January 2002, according to Circular 66/SPC/GAB/COA from the Supplementary Pension Department dated 01/25/02. From this maximum term, remains thirteen years and nine months for total liquidation, and in the current period to the quarter closing, an amount of R$ 101,350 (R$ 117,330 in 2007) has been already amortized.

ASSISTANCE PLAN ADMINISTERED BY BRASIL TELECOM S.A.

PAMEC-BrT – Health Care Plan for Supplementary Pension Beneficiaries (Defined Benefit)
Intended to provide health care to retirees and pensioners linked to the PBT-BrT Group, pension plan administered by Fundação 14.

The contributions for PAMEC-BrT were fully paid in July 1998, through a single payment. However, as that plan is now managed by Brasil Telecom S.A. after the transfer of management by Fundação 14 in November 2007, there are no assets recognized to cover current expenses, and the actuarial obligation is fully recognized in the consolidated liabilities, in the amount of R$ 2,290 (R$ 2,183 on 03/31/08).

b. Stock options plan for management and employees

The Extraordinary Shareholders' Meeting of Brasil Telecom S.A. held on November 6, 2007, approved a new general plan for granting stock options to officers and employees of the Company and its subsidiaries; the plans described were in effect at the quarter closing date, in accordance to the respective approval dates.

Plan Approved on April 28, 2000

The rights vested through stock options agreements while this previously approved plan was effective remain valid and effective according to the respective terms agreed, and no new concessions through this plan are allowed.

On the quarter closing date, there were options for circulation as described in the program below:

Program B

The exercise price is established by the managing committee based on the market price of one thousand shares on option granting date and will be monetarily adjusted based on the IGP-M variation between the agreement execution date and payment date.

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In the current quarter, 56,507 options (162,084 options accumulated in the current fiscal year) have been exercised, settled by means of delivery of preferred shares in treasury of Brasil Telecom S.A., at the total year price of R$ 1,102 and market value of such shares totaling R$ 1,156.

The movements occurred in the balance of options related with this plan are summarized below:

  06/30/08 
Preferred Share Options  Average Exercise Price R$ 
Initial balance in the quarter  139,820  17.71 
Options Exercised  (56,507) 17.91 
Final balance in the quarter  83,313  18.52 

The right to exercise the option is given in the way and terms presented as follows:

Granting  Adjusted exercise price (In Brazilian reais) Options (In shares)
Grant date     Lot  Exercise as from  Exercise deadline 
3rd  12/22/04  33%  12/22/05  12/31/11  18.52  27,771 
33%  12/22/06  12/31/11  18.52  27,771 
34%  12/22/07  12/31/11  18.52  27,771 

Stock options represent 0.02% of total outstanding shares of subsidiary Brasil Telecom S.A. (0.03% as of 03/31/08).

Assuming that the options will be fully exercised, the premiums on the related options, calculated based on the Black&Scholes method, payable by the subsidiary, would total R$ 230 (R$ 1,047 in 03/31/08).

The options ensured by this plan are characterized as options settled in shares according to international rules addressing the matter – IFRS 2 – Share-based payment. Therefore, if shares were counted out, there should not be effect over on the net equity balance of the Company, once such options would have been directly recorded in net equity, annuling the effect of the expense accrued. There are no effects on the result of the quarter as the period to exercise options - vesting period – has elapsed.

Plan approved on November 06, 2007

The new plan authorizes granting stock options, allowing plan participants, under certain conditions, to purchase or subscribe, in the future, shares that are part of a basket of shares defined as UP (Performance Unity), which comprises preferred shares of Brasil Telecom S.A. and common and preferred shares of its Company. The amount corresponding to the number of UPs granted cannot exceed the maximum amount of 10% of the book value of the shares of each type of share of the subsidiary.

The shares derived from the exercise of options entitle beneficiaries to the same rights granted to the other shareholders of Brasil Telecom S.A. and Company.

According to the Plan, Brasil Telecom S.A. is forced to repurchase the shares acquired by the employees and officers through the exercise of the option, at the weighed closing average market price in the last thirty trading floors.

The Board of Directors is responsible for managing of this plan and is vested with full powers for establishing stock options programs, which can be delegated to a compensation committee formed by up to three Board members.

At the Meeting held on December 14, 2007, the Board of Directors of Brasil Telecom S.A. ratified the approval of two programs related to the new stock options plan, with retroactive effects to July 1, 2007, which consist of the following:

Program 1

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Options are granted as a one-time concession and do not allow new grants for a period of up to four years. The exercise price of the UP has been set up by the Board of Directors, under the terms defined in the plan and it is subject to indexation by the IGP-M, plus 6% p.a., to be discounted from the amounts paid as dividends and/or interest on capital in the period.

Program 2

Stock options under this program are granted annually, on July 1 of every year. Stock options for Program 2 were granted on July 1, 2007. The exercise price of the UP has been set up by the Board of Directors, under the terms defined in the plan, to be discounted from the amounts paid as dividends and/or interest on capital in the period.

The stock options for programs 1 and 2 are vested as follows:

Program  Granting  Adjusted exercise price (In Brazilian reais) Options (in UPs)
Grant date  Lot  Exercise as from  Exercise deadline 
07/01/07  25%  07/01/08  06/30/11  30.88  704,331 
25%  07/01/09  06/30/12  30.88  704,331 
25%  07/01/10  06/30/13  30.88  704,331 
25%  07/01/11  06/30/14  30.88  704,331 
07/01/07  25%  07/01/08  06/30/11  25.47  219,124 
25%  07/01/09  06/30/12  25.47  219,124 
25%  07/01/10  06/30/13  25.47  219,123 
25%  07/01/11  06/30/14  25.47  219,123 

The vesting periods set out in programs 1 and 2 can be anticipated as a result of special events or conditions established in the option granting agreement, particularly due to the alteration in the direct or indirect control of Brasil Telecom S.A. and Company.

There were no transactions in the balance of options regarding this plan in the quarter.

The representativeness of the balance of options (UP’s) before the equity value of common and preferred shares of Brasil Telecom S.A. is of 4.33% and 3.63%, respectively (4.41% and 3.69% on 03/31/08).

Assuming that the options included in programs 1 and 2 will be fully exercised, the amount of the premiums on the related options, calculated according to the Binomial stock options pricing model on the quarter closing date, for this subsidiary would be R$ 52,640 (R$ 49,488 on 03/31/08).

In case the options were counted by Brasil Telecom S.A., the reducing effect on the result of the quarter would be of R$ 3,337 (R$ 5,200 accumulated in the current fiscal year) and on the shareholders’ equity it would be R$ 11,397 (R$ 8,060 on 03/31/08).

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c. Other employee benefits

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

6. PROVISION FOR CONTINGENCIES

a. Contingent liabilities

The Company and its subsidiaries periodically assess their contingency risks, and also review their lawsuits taking into consideration the legal, economic, tax and accounting aspects. The assessment of these risks aims at classifying them according to the chances of unfavorable outcome as probable, possible or remote, taking into account the opinion of its legal counsel.

Contingencies whose risks are classified as probable are accrued. Contingencies classified as possible are discussed in this note. These proceedings are under discussion at the administrative or judicial level, in all the court levels, from the lower to the extraordinary courts.

In a number of situations, due to legal requirement or as a caution measure, escrow deposits are made to ensure the continuity of the proceedings in discussion. The escrow deposits related to contingencies with possible and remote likelihood of loss are shown in note 23.

Note that in some cases similar matters may be ranked in different risk degree ratings, which is justified by the facts and the particular status of each proceeding.

Labor lawsuits

The provisions for labor lawsuits include an estimate made by the Company’s management, supported by the opinion of its legal counsel, of the losses related to lawsuits filed by employees and former employees of the Company and service providers related to labor matters.

Tax lawsuits

Provisions for tax contingencies refers specially to issues related to the tax collection arisen from disagreements between the management’s understanding, supported by the opinion of the Company’s legal advisors and the Tax Authorities regarding the interpretation, enforcement, legality and constitutionality of tax legislation.

Civil lawsuits

The reserves for civil contingencies refer to an estimate of lawsuits related to contractual adjustments arising from Federal Government economic plans, and other cases related to community telephony plans and suit for damages and consumer lawsuits.

Classification by risk level

Probable risk contingencies

Contingencies classified as probable loss risk, which are accrued in liabilities and have the following balances:

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  COMPANY  CONSOLIDATED 
Nature  06/30/08  03/31/08  06/30/08  03/31/08 
Provisions  3,788  5,262  1,369,453  1,297,158 
 Labor  417,873  420,044 
 Tax  3,736  5,210  410,980  408,103 
 Civil  52  52  540,600  469,011 
Related escrow deposits  -  -  (426,797) (389,220)
 Labor  (221,264) (221,163)
 Tax  (22,669) (22,139)
 Civil  (182,864) (145,918)
Total provisions, net of escrow deposits  3,788  5,262  942,656  907,938 
Current  15  232,668  201,323 
Long term  3,788  5,247  709,988  706,615 

Labor

Changes in 2008:

  CONSOLIDATED 
Provisions as of 12/31/07  421,759 
Changes allocated to income  39,895 
   Monetary adjustment  24,671 
   Reassessment of contingent risks  10,347 
   Provisions of new lawsuits  4,877 
Payments  (43,781)
Subtotal I (provisions) 417,873 
Related escrow deposits as of 12/31/07  (220,679)
Changes in escrow deposits  (585)
Subtotal II (escrow deposits) (221,264)
Balance as of 06/30/08, net of escrow deposits  196,609 

The main matters affecting the accrued labor contingencies are as follows:

(i) Hazardous duty premium - refers to the claim of hazardous duty premium, based on Law no. 7.369/85, regulated by Decree no. 93.412/86, due to the alleged risk of contact by the employee with the electric power system;

(ii) Salary differences and related effects - refer mainly to claims for salary increases due to alleged noncompliance with agreements with trade union. The effects relate to the impact of the salary increase allegedly due on the other amounts calculated based on the employee’s salary.

(iii) Career plan - refers to the claim for enforcement of the career and salaries plan for employees of Brasil Telecom S.A., Santa Catarina Branch (formerly Telesc), with promotions for seniority and merit, allegedly not granted by the former Telesc;

(iv) Joint/vicarious liability - refers to the claim to assign liability to Brasil Telecom S.A., filed by outsourced personnel, due to alleged noncompliance with this personnel’s labor rights by their direct employers;

(v) Overtime - refers to the claim for the payment of salary and allowances derived from alleged overtime worked;

(vi) Job reinstatement – claim due to alleged noncompliance of an employee’s special condition which would prevent the termination of the employment contract without cause;

(vii) Claim for the application of regulation that established the payment of a percentage on the income of Brasil Telecom S.A., specifically attributed to the Santa Catarina Branch; and

(viii) Supplement to FGTS (severance pay fund) fine arising from understated inflation - refers to claims to increase the FGTS indemnity fine due to the adjustment of accounts of this fund because of inflation effects.

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Brasil Telecom S.A. filed a lawsuit against Caixa Econômica Federal to assure the reimbursement of all amounts paid for this purpose.

Tax

Changes in 2008:

  COMPANY  CONSOLIDATED 
Provisions as of 12/31/07  4,974  372,896 
Changes allocated to income  (1,238) 47,972 
   Monetary adjustment  196  12,827 
   Reassessment of contingent risks  (1,434) 3,630 
   Provisions of new lawsuits  31,515 
Payments  -  (9,888)
Subtotal I (provisions) 3,736  410,980 
Related escrow deposits as of 12/31/07  -  (22,046)
Changes in escrow deposits  (623)
Subtotal II (escrow deposits) -  (22,669)
Balance as of 06/31/08, net of escrow deposits  3,736  388,311 

The main accrued lawsuits provisioned refer to the following disputes:

(i) Federal Taxes – several tax deficiency assessments that require the payment of federal taxes on events qualified in a allegedly inadequate way or on differences in the calculation of these taxes; and

(ii) State Taxes – claim for payment of ICMS (State value added tax) on transactions that, according to the Company, are not subject to this tax, and discussions on ICMS credits taken, the validity or legality of which is questioned by the State Tax Authorities.

Civil

Changes in 2008:

  COMPANY  CONSOLIDATED 
Provisions as of 12/31/07  52  398,899 
Changes allocated to income  -  212,864 
   Monetary adjustment  26,453 
   Reassessment of contingent risks  158,129 
   Provisions of new lawsuits  28,282 
Payments  -  (71,163)
Subtotal I (provisions) 52  540,600 
Related escrow deposits as of 12/31/07  -  (53,118)
Changes in escrow deposits  (129,746)
Subtotal II (escrow deposits) -  (182,864)
Balance as of 06/30/08, net of escrow deposits  52  357,736 

The accrued lawsuits are as follows:

(i) Review of contractual terms and conditions – lawsuit filed by an equipment supplier against the subsidiary Brasil Telecom S.A. to claim the revision of contractual terms and conditions due to changes introduced by an economic stabilization plan;

(ii) Financial Participation Agreements - the TJ/RS (Court of Appeals of Rio Grande do Sul) has issued decisions against the procedure previously adopted by the former CRT, a company merged into Brasil Telecom S.A. in lawsuits related to the application of a rule issued by the Ministry of the Communications. These lawsuits are in various stages: lower courts, Court of Appeals and Superior Court of Justice;

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(iii) Customer service centers – public civil actions related to the closing of customer services centers;

(iv) Free Mandatory Telephone Directories - lawsuits questioning the non-delivery of printed residential telephone directories; and

(v) Other lawsuits - refer to various ongoing lawsuits, comprising civil liability suits, indemnities for contract termination and consumer matters in progress in the Special Courts, Courts of Law and Federal Courts throughout the country.

Possible risk contingencies

Contingencies with risk level considered possible, and therefore not recorded in the books, are broken down as follows:

  COMPANY  CONSOLIDATED 
Nature  06/30/08  03/31/08  06/30/08  03/31/08 
Labor  1,852  1,792  631,142  568,672 
Tax  54,786  52,955  1,996,971  2,097,648 
Civil  447  431  1,167,563  1,196,709 
Total  57,085  55,178  3,795,676  3,863,029 

Labor

Changes in 2008:

  COMPANY  CONSOLIDATED 
Amount estimated as of 12/31/07  1,737  542,427 
Monetary adjustment  115  36,065 
Reassessment of contingent risks  (24,388)
New lawsuits  77,038 
Amount estimated as of 06/30/08  1,852  631,142 

The main matters involving possible losses in labor lawsuits are related to joint/vicarious responsibility, supplement of FGTS indemnity fine resulting from understated inflation, hazardous duty premium, promotions and claim of payment of alleged overtime worked.

Tax

Changes in 2008:

  COMPANY  CONSOLIDATED 
Amount estimated as of 12/31/07  51,558  2,113,653 
Monetary adjustment  2,687  80,821 
Reassessment of contingent risks  20  (308,479)
New lawsuits  521  110,976 
Amount estimated as of 06/30/08  54,786  1,996,971 

The main existing lawsuits are represented by the matters below:

(i) Social Security (INSS) infraction notices on the addition of captions to the contribution salary allegedly due by the company;

(ii) Tax infraction notices issued by the Federal Revenue Service due to differences in amounts reported in the DCTF (Declaration of Federal Tax Debits and Credits) and the DIPJ (Corporate Income Tax Return);

(iii) Public civil lawsuits questioning the alleged pass-through of PIS and COFINS (taxes on revenues) to end consumers;

(iv) ICMS levied on international calls, whose tax liability for the collection is assigned to another operator;

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(v) ICMS – credit and related tax rate difference on interstate purchases made by the Company;

(vi) ICMS – tax infraction notices on the alleged levy of the tax on the activities described in Agreement no. 69/98;

(vii) ICMS – tax credit on cancelled invoices;

(viii) Withholding Income Tax - on hedge transactions for debt coverage;

(ix) FUST (Telecommunications Universal Service Fund) – due to the illegal retroactivity, according to the Company, of the effects generated by the change in interpretation of its calculation basis by ANATEL;

(x) ISS (Service Tax) – alleged levy on communications auxiliary services and discussion on the classification of services taxed by the cities listed in the Supplementary Law no. 116/2003.

Civil

Changes in 2008:

  COMPANY  CONSOLIDATED 
Amount estimated as of 12/31/07  416  1,129,591 
Monetary adjustment  31  84,470 
Reassessment of contingent risks  (150,259)
New lawsuits  103,761 
Amount estimated as of 06/30/08  447  1,167,563 

The main existing lawsuits are represented by the matters below:

(i) Payments made in lawsuits related to the PCT (Community Telephony Program) – the plaintiffs claim from Brasil Telecom S.A. payment in lawsuits related to the contracts resulting from the Community Telephony Program. These lawsuits are in various stages: lower courts, Court of Appeals and Superior Court of Justice.

(ii) Lawsuit for damages and consumers; and

(iii) Contractual – lawsuits related to the claim of a percentage resulting from the Real Plan, to be applied on a service agreement, review of conversion of installments into URV (units of account) and later into reais, related to equipment supply and service provision.

Letters of guarantee

As for contingent liabilities, the Company has contracts for letters of guarantee entered into with financial institutions, as supplementary guarantees for lawsuits in provisional foreclosure and guarantees for attending bidding processes with ANATEL. The total amount of guarantees contracted and in force at the quarter closing date is R$ 1,542 (R$ 1,501 on 03/31/8) and R$ 2,308,405 (R$ 1,995,405 on 03/31/08) for consolidated purposes. The commission charges on these contracts are based on market rates.

b. Contingent assets

The tax lawsuits below have been by to claim the refund of taxes paid.

PIS/COFINS: tax lawsuits challenging the enforcement of Law no. 9.718/98, which increased the PIS and COFINS tax basis. The period comprised by the Law was February 1999-November 2002 for PIS and February 1999-January 2004 for COFINS. In November 2005, the STF (Federal Supreme Court) concluded the judgment of certain lawsuits on the same matter and considered the increase of tax basis introduced by said Law unconstitutional. Part of the lawsuits filed by the Company and the STFC concessionaires from Region II of the Concession Plan, merged into Brasil Telecom S.A. in February 2000, became final and unappealable in as regards the increase in PIS and COFINS tax basis. The Company is awaiting the judgments of the lawsuits filed by the other merged companies, whose likelihood of a favorable outcome in future filing of appeals is considered as probable by the Company’s legal counsel. The amount attributed to these lawsuits representing unrecognized contingent assets, is R$ 17,837 (R$ 17,632 on 03/31/08).

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7. SHAREHOLDERS’ EQUITY

a. Capital

The Shareholders' Meeting held on April 27, 2007 approved the reverse split of shares of the Company’s capital stock. Accordingly, the shares will be grouped at the ratio of one thousand (1,000) shares per one (1) share, and capital will be represented by 134,031,688 common shares and 229,937,525 preferred shares, totaling 363,969,213 shares issued. From the total amount of shares, 1,480,800 common shares are held in treasury.

The Company is authorized to increase its capital, according to a resolution of the Board of Directors, up to the total limit of 700,000,000 common or preferred shares, in compliance with the legal limit of two thirds (2/3) for the issue of new preferred shares without voting rights.

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

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

By resolution of the Shareholders’ Meeting or the Shareholders' Meeting, the preemptive right on the issue of shares, warrants or debentures convertible into shares may be excluded, in the cases stipulated in article 172 of Corporate Law.

The preferred shares do not have voting rights, except in the cases specified in sole paragraphs of Articles 11 and 14 of the Bylaws, but are assured priority in receiving the minimum noncumulative dividend equal to the higher of 6% per year, calculated on the amount resulting from dividing the capital by the total number of the Company’s shares or 3% per year, calculated on the amount resulting from dividing shareholders’ equity by the total number of the Company’s shares, whichever is greater.

Subscribed and paid-up capital at the quarter closing date is R$ 2,596,272 (R$ 2,596,272 as of 03/31/08), represented by the following shares with no par value:

Share type  Total  Treasury Shares  Outstanding Shares 
06/30/08  03/31/08  06/30/08  03/31/08  06/30/08  03/31/08 
Common  134,031,688  134,031,688  1,480,800  1,480,800  132,550,888  132,550,888 
Preferred  229,937,525  229,937,525  229,937,525  229,937,525 
Total  363,969,213  363,969,213  1,480,800  1,480,800  362,488,413  362,488,413 

  06/30/08  03/31/08 
Book value per outstanding share (R$) 15,46  14,66 

Common shares held in treasury are deducted when determining the net book value.

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b. Treasury Shares

Treasury shares derive from Stock Repurchase Programs carried out in 2002 to 2004. On 09/13/04, a material event was disclosed on the last proposal approved by the Company’s Board of Directors for the repurchase of preferred and common shares issued by the Company to be held in treasury or cancellation, or subsequent sale.

The number of treasury shares is as follows:

  06/30/08  03/31/08 
Common Shares  Amount  Common Shares  Amount 
Balance at beginning of year  1,480,800  20,846  1,480,800  20,846 
Balance at end of year  1,480,800  20,846  1,480,800  20,846 

History cost of the purchase of treasury shares in (R$ per shares) 06/30/08  03/31/08 
   Weighted average cost  14.08  14.08 
   Minimum  12.40  12.40 
   Maximum  17.00  17.00 

The unit cost in the acquisition considers the totality stock repurchase programs.

By quarter closing date, no common shares purchased had been sold.

Market value of treasury shares

The market value of treasury shares at the quarter closing date was the following:

  06/30/08  03/31/08 
Number of common shares  1,480,800  1,480,800 
Quotation per share on BOVESPA (R$) 53.00  49.35 
Fair value  78,482  73,077 

For presentation purposes, the balance of retained earnings used to repurchase these shares is as follows:

  06/30/08  03/31/08 
Accounting Balance of Accumulated Profits  2,454,732  2,157,258 
Treasury shares  (20,846) (20,846)
Retained earnings, net of treasury shares  2,433,886  2,136,412 

c. Capital reserves

Capital reserves are recognized in accordance with the following practices:

Reserve for share subscription premium: results from the difference between the amount paid on subscription and the portion allocated to capital.

Other capital reserves: formed by the contra entry of funds invested in income tax incentives before the beginning of the fiscal year 2008.

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 used only to increase capital or absorb losses.

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Retained earnings: consist of the remaining balances of net income or loss for the year, adjusted according to the terms of article 202 of Law no. 6.404/76, or by the recording of prior years’ adjustments, if applicable. The balance that composes the account of accumulated profits was totally directed as profits withheld by the respective shareholders’ general assemblies, according to the Stock Corporation Act. This account balance also comprises the profit in formation in the current year.

e. Dividends and Interest on Shareholders’ Equity

Dividends are calculated by the end of the fiscal year. Mandatory minimum dividends are calculated in accordance with article 202 of Law no. 6.404/76, and the preferred or priority dividends are calculated in accordance with the Company’s Bylaws.

By decision of the Board of Directors, the Company may pay or credit, as dividends, on shareholders’ equity (“JSCP”), under article 9, paragraph 7, of Law no. 9.249, of December 26, 1995. The interest paid or credited will be offset with the minimum mandatory annual dividend amount, in accordance with article 44 of the Company’s Bylaws.

The interest on shareholders’ equity credited to shareholders and which shall be attributed to dividends, net of income tax, as part of the proposal to allocate results for the fiscal year to close at 2008 year-end, to be submitted for approval of the General Shareholders’ Meeting, was the following:

  06/30/08  06/30/07 
Interest on Shareholder’s Equity – JSCP – Credited  187,000  187,600 
   Common Shares  68,380  68,600 
   Preferred shares  118,620  119,000 
IRRF (withholding income tax) (28,050) (28,140)
Net JSCP  158,950  159,460 

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8. OPERATING REVENUE FROM TELECOMMUNICATIONS SERVICES

  CONSOLIDATED 
  06/30/08  06/30/07 
Fixed telephone service     
 Local service  3,202,421  3,282,473 
   Activation fees  5,529  10,289 
   Subscription  1,791,302  1,735,691 
   Measured service  466,630  583,624 
   Fixed Mobile – VC1  930,304  932,905 
   Rental  575  583 
   Other  8,081  19,381 
 Long distance service  1,476,578  1,483,915 
   Intra-sector fixed  427,507  426,198 
   Intraregional (inter-sector) fixed  125,330  134,614 
   Interregional fixed  116,751  121,872 
   VC2  402,520  393,348 
     Fixed origin  147,442  144,483 
     Mobile origin  255,078  248,865 
   VC3  382,741  384,854 
     Fixed origin  181,070  192,854 
     Mobile origin  201,671  192,000 
   International  21,729  23,029 
 Interconnection  173,613  167,368 
   Fixed x Fixed  103,789  111,506 
   Mobile x Fixed  69,824  55,862 
 Cession of means  208,599  175,760 
 Public telephony  254,482  269,423 
 Supplementary services, smart network and advanced telephony  201,107  202,198 
 Other  15,892  18,608 
Total fixed telephone service  5,532,692  5,599,745 
Mobile telephone service     
 Telephony  893,318  806,336 
   Subscription  195,454  215,093 
   Use  285,513  237,607 
   Charge per call  3,189  2,955 
   Roaming  9,758  8,939 
   Interconnection  324,424  289,075 
   Value added services  69,519  43,412 
   Other services  5,461  9,255 
   Sale of products  98,773  134,882 
   Cell phones  97,156  130,263 
   Electronic cards - Brasil Chip, accessories and other goods  1,617  4,619 
Total of mobile telephony service  992,091  941,218 
    To be continued 

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... continued

  CONSOLIDATED 
  06/30/08  06/30/07 
Data transmission services and others     
 Data communication  1,441,706  1,114,049 
 Other services of core activities  248,707  214,933 
Total data transmission services and others  1,690,413  1,328,982 
Gross operating revenue  8,215,196  7,869,945 
Deductions from gross revenue  (2,629,896) (2,435,745)
 Taxes on gross revenue  (2,191,853) (2,146,211)
 Other deductions from gross income  (438,043) (289,534)
Net operating revenue  5,585,300  5,434,200 

9. COST OF SERVICES AND SALES

Costs incurred on services and sales are as follows:

  CONSOLIDATED 
  06/30/08  06/30/07 
Interconnection  (1,118,440) (1,146,967)
Depreciation and amortization  (873,255) (1,062,327)
Third Parties Services  (480,188) (470,268)
Personnel  (167,814) (71,860)
Rental, leasing and insurance  (163,757) (157,361)
Products sold  (108,240) (124,344)
Connection means  (66,870) (63,979)
FISTEL (Telecommunications Inspection Fund) fee  (38,335) (32,782)
Materials  (33,288) (34,700)
Price of the public service concession  (32,845) (35,214)
Employees profit sharing  (14,995) (10,076)
Other  (3,356) (3,303)
Total  (3,101,383) (3,213,181)

10. SALES OF SERVICES

(Selling expenses)

The expenses related to selling activities are detailed as follows:

  CONSOLIDATED 
  06/30/08  06/30/07 
Third-Party Services  (261,628) (354,855)
Losses on accounts receivables  (216,336) (208,162)
Personnel  (112,774) (111,419)
Rental, leases and insurance  (30,706) (18,182)
Materials  (26,046) (31,771)
Employee and management profit sharing  (12,917) (10,419)
Depreciation and amortization  (9,313) (9,491)
Other  (19,734) (11,003)
Total  (689,454) (755,302)

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11. GENERAL AND ADMINISTRATIVE EXPENSES

The expenses related to administrative activities, which include information technology expenses, are detailed as follows:

  COMPANY  CONSOLIDATED 
  06/30/08  06/30/07  06/30/08  06/30/07 
Third-Party services  (3,127) (2,627) (416,182) (362,118)
Depreciation and amortization  (105) (135) (152,497) (165,237)
Personnel  (2,354) (2,176) (101,321) (85,691)
Employee and management profit sharing  (25,880) (18,013)
Rent, leasing and insurance  (4,289) (3,576) (27,372) (21,280)
Materials  (1) (1,922) (1,798)
Others  (5) (7) (682) (2,700)
Total  (9,881) (8,521) (725,856) (656,837)

12. OTHER OPERATING INCOME (EXPENSES)

Other revenues and expenses attributed to operating activities are shown as follows:

  COMPANY  CONSOLIDATED 
  06/30/08  06/30/07  06/30/08  06/30/07 
 Receivables related with the Settlement of Litigations (1) 5,845  175,730 
 Refunded Taxes and recovered expenses  45  48  73,514  44,013 
 Penalties  (34) (1) 57,867  50,854 
 Rental operating infrastructure and others  42,296  41,474 
 Technical and administrative services  236  1,557  34,428  30,116 
 Subsidies and grants received  6,926  7,605 
 Contingencies - Provision(2) 1,238  (239) (300,731) (281,775)
 Taxes (except for gross revenue, corporate income tax and social   contribution) (643) (240) (69,908) (33,248)
 Amortization of goodwill on acquisition of investments  (41,558) (39,621)
 Pension plans - (provision) reversion  (32,920) 15,542 
 Court Fees  (27,532) (20,939)
 Donations and Sponsoring  (5) (11,075) (3,439)
 Provision/reversion of other provisions  (3,857) 33,720 
 Results on write-off of repair/resale inventories  (1,030) (1,136)
 Settlement of litigation with telecommunications companies  (399) 4,199 
 Other income (expenses) (191) 149  (4,331) (8,289)
 Total  6,491  1,274  (102,580) (160,924)
   Other Operating Income  7,366  1,935  407,503  245,105 
   Other operating expenses  (875) (661) (510,083) (406,029)
Revenues and expenses of the same nature are represented by the net value.       
(1) Refers to the amount received due to the Instrument of Release and Settlement of Litigation entered into by the Company, its subsidiary 14 Brasil Telecom Celular S.A. and its Parent Company, Opportunity Fund/Banco Opportunity and its related companies and Telemar Norte Leste S.A., whose details are mentioned in note 1, highlighted in specific item. 
(2) Provisions for contingencies are described in note 6. 

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13. FINANCIAL EXPENSES, NET

  COMPANY  CONSOLIDATED 
  06/30/08  06/30/07  06/30/08  06/30/07 
Financial income  91,637  104,770  386,608  305,400 
Local currency  91,637  104,769  377,928  303,176 
On foreign currency-denominated rights  8,680  2,224 
Financial expenses  (209,695) (211,604) (649,071) (655,340)
Local currency  (21,485) (24,001) (352,159) (345,023)
On foreign currency-denominated liabilities  (1,210) (3) (29,727) (42,545)
Interest on Shareholders’ Equity  (187,000) (187,600) (267,185) (267,772)
Total  (118,058) (106,834) (262,463) (349,940)

14. NON-OPERATING (EXPENSES) INCOME

  COMPANY  CONSOLIDATED 
  06/30/08  06/30/07  06/30/08  06/30/07 
Result on write-off and reversion of losses with investments  46,337  542  45,840  2,343 
Gain (loss) with investments(1) 745  (43,461) (4)
Provision reversal for realization amount and losses of property, plant         
and equipment and properties for sale  8,421  6,845 
Result in property, plant and equipment and deferred write-off  (2,017) (2,910)
Amortization of goodwill on merger  (126)
Total  47,082  542  8,783  6,148 
(1) The loss consolidated with investments is a result from the change in the corporate participation of the subsidiaries BrTI, NTP and NTI in the capital stock of iG Cayman, occasioned by repurchase of shares held by shareholders outside the companies Brasil Telecom, as mentioned in note 1.b. Indirect Subsidiaries. 

15. INCOME AND SOCIAL CONTRIBUTION TAXES

The Company records a provision for income and social contribution taxes on an accrual basis, and recognizes deferred taxes for temporary differences. The provision for income and social contribution taxes recognized in the statement of income is as follows:

Page: 41


  COMPANY  CONSOLIDATED 
  06/30/08  06/30/07  06/30/08  06/30/07 
 Income before taxes and profit sharing  358,428  144,282  712,347  304,164 
 Income of companies not subject to the calculation of         
 income and social contribution taxes(1) -  -  197  18,754 
 Total of taxable income  358,428  144,282  712,544  322,918 
 IRPJ (Corporate Income Tax)        
 IRPJ on taxable income (10%+15%=25%) (89,607) (36,071) (178,136) (80,730)
 Permanent additions  (4,043) (34) (42,678) (28,595)
   Goodwill amortization  (9,952) (10,888)
   Exchange variation on investments  (14) (34) (1,011) (1,565)
   Nonoperating equity in subsidiaries  (11,052) (495)
   Other additions  (4,029) (20,663) (15,647)
 Permanent deductions  72,535  23,500  24,435  12,900 
   Equity in subsidiaries  67,195  23,283 
     Dividends from investments stated at acquisition cost  82  60  178 
   Non-Operating Equity in Subsidiaries  186 
   Other deductions  5,339  135  24,189  12,722 
 Offset of tax loss carryforwards  3,940  834 
 Other  (107) 13  (4,533) 712 
 Effect of IRPJ on the Statement of Income  (21,222) (12,592) (196,972) (94,879)
 CSLL (social contribution on net profit)        
 CSLL on taxable income (9%) (32,259) (12,985) (64,129) (29,063)
 Permanent additions  315  (12) (13,913) (9,698)
   Goodwill amortization  (3,583) (3,920)
   Exchange variation on investments  (5) (12) (364) (563)
   Nonoperating equity in subsidiaries  (3,979) (178)
   Other additions  320  (5,987) (5,037)
 Permanent deductions  24,341  8,460  8,792  4,346 
   Equity in subsidiaries  24,123  8,381 
     Dividends from investments stated at acquisition cost  30  21  64 
   Other deductions  218  49  8,771  4,282 
 Offset of tax loss carryforwards  1,474  296 
 Other  (64) (1) (1,745) 69 
 Effect of CSLL on the Statement of Income  (7,667) (4,538) (69,521) (34,050)
 Effect of IRPJ and CSLL on the Statement of Income  (28,889) (17,130) (266,493) (128,929)
(1) Negative result of subsidiaries which do not recognize income and social contribution taxes on tax loss carryforwards because they do not expect their realization. 

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16. CASH, BANKS AND TEMPORARY CASH INVESTMENTS

  COMPANY  CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Cash and banks  159  101  106,306  65,522 
Temporary cash investments  884,244  1,002,211  2,274,955  3,024,447 
Total  884,403  1,002,312  2,381,261  3,089,969 

The breakdown of the temporary cash investments portfolio is as follows:

  COMPANY  CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Exclusive investment funds         
 Government securities  477,906  761,594  1,269,119  2,169,423 
 Private-sector securities  362,197  228,795  874,604  594,368 
 Cash and repos– Overnight  48,369  19,717  100,860  250,458 
 Derivatives  77  43  481  444 
 Provision for income tax – amending  (4,272) (7,905) (9,798) (20,542)
Total exclusive investment funds  884,277  1,002,244  2,235,266  2,994,151 
Overnight fund  -  -  3,685  3,597 
CDB  -  -  -  26,611 
Open investments funds  -  -  36,289  373 
Investments abroad – certificates of deposit  884,277  1,002,244  2,275,240  3,024,732 
Total investments         
 
Partial block by court order  (33) (33) (285) (285)
Total temporary cash investments  884,244  1,002,211  2,274,955  3,024,447 

Exclusive investment funds are subject to obligation associated to the payment of services provided for the asset management, attributed to investment transactions, such as custody and audit fees, and other related expenses, and there are no relevant financial liabilities not Company’s assets to guarantee those liabilities.

Statement of Cash Flows

  COMPANY  CONSOLIDATED 
  06/30/08  06/30/07  06/30/08  06/30/07 
Operating Activities         
Net Income for the Period  516,539  314,752  502,760  315,334 
Minority interests  -  -  210,279  127,673 
Items not affecting cash  (490,502) (264,385) 1,500,733  1,689,852 
Depreciation and amortization  105  135  1,076,623  1,276,802 
Losses on accounts receivable  216,336  208,162 
Provision for contingencies  (1,238) 239  300,731  281,775 
Provisions for Pension Funds  32,920  (15,542)
Deferred Taxes  (9,493) (6,396) (129,061) (60,933)
Income in Permanent Assets Write-off  (46,337) (542) (40,277) (416)
Equity in Subsidiaries  (432,794) (257,821)
Loss (Gain) with Investments  (745) 43,461 
To be continued ...

Page: 43


  COMPANY  CONSOLIDATED 
  06/30/08  06/30/07  06/30/08  06/30/08 
 Equity Changes  37,376  (5,102) (769,247) (630,349)
   Trade accounts receivable  (276,005) (224,743)
   Inventories  (20,032) 27,496 
   Personnel, payroll charges and benefits  (2) 23,225  11,583 
   Accounts payable and accrued expenses  (22,194) (33,998) (68,372) 60,122 
   Taxes  61,231  21,817  (146,585) 39,502 
   Financial Charges  (78,197) (100,773)
   Services exploitation licenses  53,172  (61,847)
   Provisions for contingencies  (124,831) (206,017)
   Provisions for pension funds  (54,916) (82,526)
   Other assets and liabilities accounts  (1,659) 7,079  (76,706) (93,146)
 Cash flow from operating activities  63,413  45,265  1,444,525  1,502,510 
 
 Investment activities         
   Temporary investments in Fixed Income Securities  (17,569) (170,031) (111,605)
   Funds obtained in the sale of permanent assets  54,341  77,174  2,217 
   Escrow Deposits  (26,518) (134) (807,997) (356,412)
   Investments in permanent assets  (597,946) (705,371)
   Dividends/JSCP received from Subsidiaries  474,246  241,145  -  - 
 Cash flow from investment activities  484,500  241,011  (1,498,800) (1,171,171)
 
 Financing activities         
   Dividends/Interest on Shareholders’ Equity paid in the period  (651,024) (381,684) (860,841) (491,850)
   Loans and financing  (68,169) (971,306)
      Obtained loans  100,000 
      Repayment loans  (168,169) (971,306)
 Cash flow from investment activities  (651,024) (381,684) (929,010) (1,463,156)
 
 Cash flow for the period  (103,111) (95,408) (983,285) (1,131,817)
 
Cash, bank and temporary cash investments:         
 Ending balance  884,403  1,336,936  2,381,261  2,842,135 
 Beginning Balance  987,514  1,432,344  3,364,546  3,973,952 
Changes in the period  (103,111) (95,408) (983,285) (1,131,817)

Supplementary cash flow information

  COMPANY  CONSOLIDATED 
  06/30/08         06/30/07  06/30/08  06/30/07 
Income tax and social contribution paid  323,099  117,112 
Interest paid from loans and financing (includes debentures) 197,298  277,495 
Variation between Economic and Financial Investment 
(Property, Plant and Equipment, Intangible Assets and 
(374,203) 250,003 

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17. TEMPORARY INVESTMENTS

  COMPANY  CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Bonds of the Austrian Republic       285,180     279,402  285,180         279,402 
ICO Bonds – Instituto de Crédito Oficial da Espanha       207,778     205,278  413,355         406,510 
Total       492,958     484,680  698,535         685,912 

The bonds issued by the Austrian Republic have remuneration bound to a percentage of variation of CDI and its maturity will occur on 12/19/08. The bonds from the Instituto de Crédito Oficial (ICO), Spanish public entity, have pre-fixed remuneration and their maturity will occur on 12/19/08 and 12/22/08.

18. TRADE ACCOUNTS RECEIVABLE

The amounts related to trade accounts receivable are as follows:

  CONSOLIDATED 
  06/30/08  03/31/08 
Billed services  1,616,490  1,657,502 
Unbilled services  975,039  908,847 
Sale of products  54,998  47,354 
Subtotal  2,646,527  2,613,703 
Allowance for loan losses  (397,157) (392,519)
   Services  (392,997) (388,147)
   Sale of products  (4,160) (4,372)
Total  2,249,370  2,221,184 
Current  1,847,375  1,694,269 
Past-due     
 From 01 to 30 days  355,465  402,866 
 From 31 to 60 days  123,731  137,796 
 From 61 to 90 days  71,065  85,203 
 From 91 to 120 days  52,346  63,136 
More than 120 days  196,545  230,433 

Page: 45


19. INVENTORIES

Maintenance and resale inventories, for which provisions for losses or adjustments to their estimated realization are recognized, are as follows:

  CONSOLIDATED 
  06/30/08  03/31/08 
Resale inventories (cell phones and accessories) 77,315  58,619 
Maintenance inventories  7,048  6,893 
Provision for adjustment to realization value  (31,195) (27,208)
Provision for probable losses  (425) (425)
Total  52,743  37,879 

20. LOANS AND FINANCING - ASSETS

  CONSOLIDATED 
  06/30/08  03/31/08 
Loans  7,471  7,634 
Total  7,471  7,634 
Current  1,690  1,655 
Long term  5,781  5,979 

Loans and financing receivable refer to the transfer of funds to the company responsible for the production of phone directories, and result from the sale of Property, Plant and Equipment to other telephony companies. Loans and financing bear interest equal to the IGP-DI and IPA-OG/Industrial Products of Column 27 issued by Fundação Getulio Vargas (FGV).

21. DEFERRED AND RECOVERABLE TAXES

  COMPANY         CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Deferred taxes  33,012  61,655     1,743,278     1,730,145 
Other recoverable taxes  330,746  348,993     1,408,552     1,162,909 
Total  363,758  410,648     3,151,830     2,893,054 
Current  67,743  86,755     1,264,445     1,090,134 
Long term  296,015  323,893     1,887,385     1,802,920 

Page: 46


Deferred taxes related to income and social contribution taxes

  COMPANY  CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Corporate income tax         
Deferred income tax on:         
   Income tax loss carryforwards  526,793  513,865 
   Provision for contingencies  947  1,315  344,541  326,244 
   Provision for covering actuarial deficiency of pension plans  166,437  160,660 
   Allowance for loan losses  5,366  26,058  22,822  65,411 
   ICMS - Agreement no. 69/98 and 78/01  97,904  97,403 
   Provision for suspended payment - COFINS/CPMF  29,593  28,337 
   Provision for profit sharing  24,426  24,427  59,220  51,951 
   Provision for inventory losses  8,853  4,705 
   Provision for suspended payment - FUST  11,657  11,344 
   Allowance for losses – BIA  24,044  21,490 
   Unearned income  51  71 
   Other provisions  16,142  14,591 
Subtotal  30,739  51,800  1,308,057  1,296,072 
Social contribution tax         
Deferred social contribution tax on:         
   Tax loss carryforwards  192,302  187,209 
   Provision for contingencies  341  474  125,822  119,099 
   Provision for covering actuarial deficiency of pension plans  59,917  57,837 
   Allowance for loan losses  1,932  9,381  8,216  23,548 
   Provision for profit sharing  35,245  35,065 
   Provision for inventory losses  3,695  1,953 
   Allowance for losses - BIA  4,196  4,084 
   Unearned income  18  25 
   Other provisions  5,810  5,253 
Subtotal  2,273  9,855  435,221  434,073 
Total  33,012  61,655  1,743,278  1,730,145 
Current  7,297  35,445  395,515  411,961 
Long term  25,715  26,210  1,347,763  1,318,184 

The following table shows the periods in which the deferred tax assets related to income and social contribution taxes are expected to be realized, which are derived from temporary differences between book income on the accrual basis and taxable income, as well as in the tax loss carryforwards, if any. The realization periods are based on a technical study that used expected future taxable income generated as from the years when the temporary differences become deductible expenses for tax purposes. These assets are recorded in accordance with the requirements in the CVM Instruction no. 371/02 and the technical study submitted to the approval of the Executive Board and the Board of Directors, and the examination of the audit council.

Page: 47


  COMPANY  CONSOLIDATED 
2008  3,649  197,757 
2009  4,937  334,889 
2010  24,426  190,996 
2011  202,429 
1012  214,065 
2013 to 2015  481,396 
2016 to 2017  34,504 
2018 and following years  87,242 
Total  33,012  1,743,278 
Current  7,297  395,515 
Long term  25,715  1,347,763 

The recoverable amount expected after 2017 is a result of a provision to cover the actuarial deficiency of pension plans that is being settled by subsidiary Brasil Telecom S.A. according to the maximum remaining period of 13 years and six months, in line with the period established by the SPC (Secretariat for Pension Plans). Despite the time limit stipulated by the SPC and according to the estimated future taxable income, this subsidiary is in a position to fully offset the deferred taxes within a period lower than ten years, if it opts to fully anticipate the repayment of the debt. The Company did not recognize tax credits in the amount of R$ 26,384, and R$ 158,095 in Consolidated, because of the lack of the necessary requirements in terms of history and/or history future taxable income. The indirect subsidiaries that did not recognize these tax credits were VANT, BrT Multimídia and BrT CS.

Other recoverable taxes

Consist of federal withholding taxes, credits for offset, and payments made, calculated based on legal estimates, which will be offset against future taxes payable. ICMS recoverable arises mostly from credits recorded upon the purchase of Property, Plant and Equipment , whose offset against ICMS payable may occur within up to 48 months, according to Supplementary Law no. 102/00.

  COMPANY     CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
ICMS (State VAT) 615,508  575,012 
Corporate income tax  245,122  263,612  528,328  383,353 
PIS and COFINS  151,354  149,337  249,388  247,435 
Social contribution tax  11,870  13,644  88,502  29,761 
FUST (Telecommunications Universal Service Fund) 724  724 
Other  3,702  4,224 
Subtotal  408,346  426,593  1,486,152  1,240,509 
Provision to recoverable amount  (77,600) (77,600) (77,600) (77,600)
Total  330,746  348,993  1,408,552  1,162,909 
Current  60,446  51,310  868,930  678,173 
Long-term  270,300  297,683  539,622  484,736 

The provision to recoverable amount corresponds to the tax credits portion which can be offset in a period that exceeds the next ten years.

Page: 48


22. FIXED-INCOME SECURITIES

Represented by CDB (bank certificates of deposit) of Banco de Brasília S.A. - BRB, interest between 94% and 97% of the SELIC rate, maintained as guarantee for the financing obtained through the PRÓ-DF (Economic and Sustained Development Support Program of the Federal District) by Brasil Telecom S.A. and 14 Brasil Telecom Celular S.A. These fixed-income securities will be maintained during the period of utilization and repayment of the financing (liability), whose grace period establishes the first payment for year 2019, repayable in 180 monthly, consecutive installments. This asset may be used to repay the final installments of that financing.

  CONSOLIDATED 
  06/30/08  03/31/08 
Banco de Brasília S.A. – BRB – Bank Certificates of Deposit  4,167  3,969 
Total  4,167  3,969 

23. ESCROW DEPOSITS

Balances of escrow deposits related to contingencies with possible and remote risk of loss.

  COMPANY  CONSOLIDATED 
Restriction by nature of contingencies  06/30/08  03/31/08  06/30/08  03/31/08 
Labor  273,818  269,009 
Tax  5,746  5,645  97,450  95,854 
Civil lawsuits  106  105  1,715,289  1,320,494 
Total  5,852  5,750  2,086,557  1,685,357 
Current  40  40  452,555  384,861 
Long term  5,812  5,710  1,634,002  1,300,496 

Escrow deposits tied to provisions for liabilities are shown as a deduction from such provisions. Refer to notes 6 and 32.

The increase in the consolidated escrow deposits is related with lawsuits for which the Company´s Management, based on its legal counsel´ opinion, consider a possible or remote risk.

24. RECEIVABLE DIVIDENDS/INTEREST ON SHAREHOLDERS’ EQUITY

Refer to the interest on shareholders’ equity, net of withholding income tax and dividends credited by the subsidiary Brasil Telecom S.A., the amount receivable of which is R$ 140,093 (R$ 614,339 as of 03/31/08).

Page: 49


25. OTHER ASSETS

  COMPANY  CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Pension Plans – future recoverable contributions(1) 69,528  71,476 
Tax credits acquired(2) 45,668  46,543 
Advances to employees  43,418  31,829 
Advances to suppliers  48  17,506  15,193 
Investments at the Cost of Acquisition Disposed  12,267  12,267 
Amounts receivable from telecommunications companies    8,807  8,807 
Prepaid expenses  5,602  7,715  115,140  131,888 
Compulsory deposits    1,562  1,562 
Assets for sale    1,071  1,333 
Other  4,909  626  31,389  33,047 
Total  10,518  20,656  334,089  353,945 
Current  10,518  20,656  239,101  263,320 
Long term  94,988  90,625 
(1) Asset recognized to be used on the offset of future employer contributions to the supplementary pension – TCSPREV plan, as mentioned in note 5.
(2) State Letters of Credit, acquired for the full payment of ICMS Infraction notices issued against the Company.

26. INVESTMENTS

  COMPANY  CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Investments accounted for under the equity method  4,039,816  3,820,480  -  - 
     Brasil Telecom S.A.  4,033,693  3,803,520 
     Nova Tarrafa Participações Ltda.  5,740  16,292 
     Nova Tarrafa Inc.  383  668 
Advances for future capital increase  21  21  -  - 
Nova Tarrafa Participações Ltda.  21  21 
Goodwill on acquisition of investments  -  -  127,673  149,839 
     iG Cayman Ltd.  80,740  94,121 
     MTH Ventures do Brasil Ltda.  18,394  23,913 
     iBEST companies  28,539  31,335 
     BrT Cabos Submarinos companies  470 
Investments accounted for at cost  -  4,830  3,703  8,548 
Tax incentives, net of provisions for losses  -  869  -  14,329 
Other investments  -  -  39  39 
Total  4,039,837  3,826,200  131,415  172,755 

Advances for future capital increase in favor of the subsidiary were considered in the evaluation of investments, since the allocated contributions are only waiting for the formalization of the corporate documentation to complete the related capital increases.

Page: 50


Investments accounted for under the equity method: comprise the Company’s ownership interest held in its subsidiaries Brasil Telecom S.A., Nova Tarrafa Participações Ltda. and Nova Tarrafa Inc., the main data of which is as follows:

  BT S.A.  NTP (Ltda.) NTI 
Shareholders’ equity  5,996,773  5,740  383 
Capital  3,470,758  32,625  1,776 
Book value per share (R$) 10.95  0.18  382.61 
Net income (loss) 642,641  (12,880) (335)
Number of shares held 
       Common shares  247,317,180  1,003 
       Preferred shares  120,911,021 
       Shares  32,624,928 
Ownership interest - % (1)      
       In total capital  67.26%  99.99%  100% 
       In voting capital  99.09%  99.99%  100% 

(1) Considers outstanding capital.

The equity in subsidiaries result consists of the following:

  Operating  Nonoperating 
06/30/08  06/30/07  06/30/08  06/30/07 
Brasil Telecom S.A.  446,064  262,455  745 
Nova Tarrafa Participações Ltda.  (12,880) (4,308)
Nova Tarrafa Inc.(1) (390) (326)
Total  432,794  257,821  745  - 

(1) Includes exchange variation related to investment abroad.

Investments accounted for at cost: represented by shareholdings obtained by converting shares from tax incentive investments in the FINOR/FINAM regional programs, the Incentive Law for Information Technology Companies, and the Audiovisual Law. The amount is predominantly composed of shares of other telecommunications companies located in the regions covered by these regional incentives.

Other investments: related to cultural assets.

Page: 51


27. PROPERTY, PLANT AND EQUIPMENT

  COMPANY   
Type  Annual 
Depreciation
 
Rates 
06/30/08  03/31/08 
Cost  Accumulated 
depreciation 
Net book value  Net book value 
Assets for general use  5% - 20%  52,283  (51,642) 641  690 
Other assets  19.9%(1) 188  (156) 32  35 
Total    52,471  (51,798) 673  725 

(1) Weighed annual average rate
  CONSOLIDATED   
Type  Annual 
Depreciation
 
Rates 
06/30/08  03/31/08 
Cost  Accumulated 
Depreciation 
Net book value  Net book value 
Construction in progress  454,138  454,138  325,651 
Public switching equipment  20%  5,196,337  (4,978,709) 217,628  236,021 
Transmission equipment and means  16.8%(1) 12,657,526  (10,828,890) 1,828,636  1,932,074 
Termination  20%  515,751  (475,878) 39,873  41,812 
Data communication equipment  20%  2,271,937  (1,561,910) 710,027  710,105 
Buildings  4.2%  960,551  (581,860) 378,691  386,575 
Infrastructure  8.6%(1) 3,915,820  (2,703,931) 1,211,889  1,259,342 
Assets for general use  18.4%(1) 1,248,218  (928,205) 320,013  327,987 
Land  85,377  85,377  85,078 
Other assets  66  66  66 
Total    27,305,721  (22,059,383) 5,246,338  5,304,711 

(1) Weighed annual average rate

According to the STFC concession agreements, the assets of subsidiary Brasil Telecom S.A. that are indispensable to providing the service and qualified as “revertible assets” will be automatically reverted to ANATEL when the concession ends, and the Company will be entitled to the indemnities established in the legislation and the related agreements. The amount of reversible assets on the quarter closing date was R$ 21,745,910 for cost, with residual value of R$ 2,954,591.

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Leasing

Financial lease contracts are kept into for IT equipment, and the amounts paid as commercial lease are recorded in the account of operating expenses.

Considering the hypothesis of recognition of leased assets in the Property, Plant and Equipment, in consideration to the liabilities of installments payable, the balances calculated on the quarter closing date would be the following:

Property, Plant and Equipment

  CONSOLIDATED 
Property, Plant and Equipment Type  06/30/08  03/31/08 
Cost  Accumulated 
Depreciation 
Net book value  Net book value 
General Use Assets     68,582  (51,155) 17,427  22,197 

Obligations in Commercial Lease Agreements

  CONSOLIDATED 
  06/30/08 03/31/08 
Financing  23,402  29,392 
Total  23,402  29,392 
Current  22,120  25,198 
Long-term  1,282  4,194 

The installments that compose long-term liabilities become due in 2009.

The composition of trade leasing contracts is bound to the DI-Over rate variation.

Insurance (not reviewed by the independent auditors)

The Company has an insurance policy program for covering returnable assets, loss of profits and contractual guarantees, as established in the Concession Agreement entered into with the government, and civil liability for telephony service operations.

The assets, liabilities and interests covered by insurance are as follows:

Type  Coverage  Insured amount 
06/30/08  03/31/08 
Operating risks  Buildings, machinery and equipment, premises, call centers, towers, infrastructure and IT equipment  15,042,706  15,039,478 
Loss of profits  Fixed expenses and net income  8,955,588  8,955,588 
Contractual guarantees  Compliance with contractual obligations  94,601  94,601 
Civil liability  Telephony service operations  12,000  12,000 

The Company contracted also insurance coverage related to civil liability of management, which also provides coverage for subsidiary Brasil Telecom S.A., whose total approximate amount is equivalent to US$ 90,000,000.00 (ninety million American dollars).

There is no insurance coverage for the optional civil liability, related to casualties with Company vehicles involving third parties.

Page: 53


28. INTANGIBLE ASSETS

  COMPANY 
Cost  06/30/08  03/31/08 
Cost  Amortization Accumulated  Net book value  Net book value 
Trademarks and patents  36  (26) 10  10 
Total  36  (26) 10  10 

CONSOLIDATED 
  06/30/08  03/31/08 
Cost  Amortization 
Accumulated
 
Net book value  Net book value 
Data processing systems  2,279,411  (1,591,729) 687,682  752,180 
Regulatory licenses  745,365  (87,793) 657,572  219,596 
Trademarks and patents  687  (79) 608  609 
Other  110,169  (26,840) 83,329  77,105 
Total  3,135,632  (1,706,441) 1,429,191  1,049,490 

29. DEFERRED CHARGES

  CONSOLIDATED 
  06/30/08  03/31/08 
Cost  Amortization Accumulated  Net book value  Net book value 
Installation and reorganization costs  262,514  (182,059) 80,455   102,175 
Total  262,514  (182,059) 80,455  102,175 

30. PERSONNEL, PAYROLL CHARGES AND BENEFITS

  COMPANY    CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Salaries and fees  784  5,985 
Payroll charges  19  19  102,004  80,270 
Social benefits  4,307  3,540 
Other  6,522  6,156 
Total  19  19  113,617  95,951 

31. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

  COMPANY    CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Suppliers  505  297  1,430,908  1,394,009 
Consignment in favor of third parties  86  28,121  126,948  144,964 
Total  591  28,418  1,557,856  1,538,973 
Current  591  28,418  1,536,405  1,521,338 
Long term  21,451  17,635 

The amounts recorded in long-term liabilities are derived from obligations as consideration for the use of third-party networks, the settlement of which depends on verification between the operators, such as the reconciliation of traffic.

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32 INDIRECT TAXES

  COMPANY    CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
ICMS, net of escrow deposits of Agreement no. 69/98  525,265  583,896 
   ICMS (State VAT) 664,809  704,718 
   Escrow deposits related to Agreement no. 69/98  (139,544) (120,822)
PIS and COFINS (taxes on revenue) 1,485  15,248  220,817  199,557 
Other  62,885  63,396 
Total  1,487  15,249  808,967  846,849 
Current  1,487  642,132  699,760 
Long term  15,245  166,835  147,089 

The balance of ICMS comprises amounts resulting from Agreement no. 69/98, which has been questioned in Courts and is deposited in an escrow deposited on a monthly basis. It also includes the ICMS deferral, based on incentives by the State Government of Paraná.

33. TAXES ON INCOME

  COMPANY    CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Corporate income tax         
Payable  34,132  34,762  360,472  187,539 
Law no. 8.200/91 – Special monetary adjustment  5,248  5,368 
Subtotal  34,132  34,762  365,720  192,907 
Social contribution tax         
Payable  9,487  9,713  117,969  59,503 
Law no. 8.200/91 – Special monetary adjustment  1,890  1,932 
Subtotal  9,487  9,713  119,859  61,435 
Total  43,619  44,475  485,579  254,342 
Current  38,198  39,700  405,417  185,978 
Long term  5,421  4,775  80,162  68,364 

34. DIVIDENDS/INTEREST ON SHAREHOLDERS’ EQUITY AND PROFIT SHARING

  COMPANY    CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Controlling shareholders  29,973  155,535  29,973  155,535 
 Dividends/ Interest on Shareholders’ Equity  35,263  170,338  35,263  170,338 
 IRRF Interest on Shareholders’ Equity  (5,290) (14,803) (5,290) (14,803)
Minority interest  178,015  732,530  308,306  1,092,506 
 Dividends/ Interest on Shareholders’ Equity  151,737  732,953  231,922  1,060,953 
 IRRF Interest on Shareholders’ Equity  (22,760) (60,304) (34,788) (87,690)
 Unclaimed prior years’ dividends  49,038  59,881  111,172  119,243 
Total shareholders  207,988  888,065  338,279  1,248,041 
Employees and management profit sharing  -  -  48,027  24,104 
Total  207,988  888,065  386,306  1,272,145 

Page: 55


35. LOANS AND FINANCING 
(Includes debentures)

  CONSOLIDATED 
  06/30/08  03/31/08 
Financing  4,143,070  4,230,589 
Accrued interest and other charges on financing  93,384  113,674 
Total  4,236,454  4,344,263 
Current  521,361  514,163 
Long term  3,715,093  3,830,100 

Financing

  CONSOLIDATED 
  06/30/08  03/31/08 
BNDES (National Bank for Economic and Social Development) 2,180,144  2,246,838 
   Local currency  2,106,808  2,159,809 
   Basket of currencies, including US dollar  73,336  87,029 
Loans and financing  965,133  978,110 
   Local currency  47,732  49,472 
   Foreign currency  917,401  928,638 
Public debentures  1,090,139  1,118,158 
Suppliers– foreign currency  1,038  1,157 
Total  4,236,454  4,344,263 
Current  521,361  514,163 
Long term  3,715,093  3,830,100 

Financing in local currency: bear (i) fixed interest ranging from 2.4% p.a. to 11.5% p.a., resulting in a weighted average rate of 5.83% p.a.; and (ii) variable interest based on TJLP plus 2.3% to 5.5% p.a., UMBNDES plus 5.5% p.a., 104% of CDI, resulting in a weighted average rate of 11.36% p.a.

Financing in foreign currency: bear (i) fixed interest ranging from 1.75% p.a. to 9.38% p.a., resulting in a weighted average rate of 9.35% p.a.; and (ii) variable interest of 0.5% above LIBOR and 1.92% p.a. above the YEN LIBOR, resulting in a weighted average rate of 3.02% p.a. LIBOR and YEN LIBOR rates as of 06/30/08, for half-yearly payments, were 3.19% p.a. and 1.03% p.a., respectively.

Public debentures issued by subsidiary Brasil Telecom S.A.

Forth public issue: 108,000 non-convertible debentures without renegotiation clause, with unit face value of R$ 10, amounting to R$ 1,080,000, carried out on June 1, 2006. Repayment term is seven years, maturing on June 1, 2013. Yield corresponds to an interest rate of 104.0% of CDI and its payment periodicity is semiannual. Repayment, which shall indistinctly consider all debentures, will occur annually as from June 1, 2011, in three installments of 33.3%, 33.3% and 33.4% of the unit face value, respectively. At the quarter closing date there were no debentures from this issue in treasury.

Page: 56


Payment schedule

Long-term debt payment is scheduled for the following years:

  CONSOLIDATED 
  06/30/08  03/31/08 
2008  364,537  450,558 
2009  727,938  726,799 
2010  795,587  794,654 
2011  655,545  655,417 
2012  656,329  656,173 
2013  449,860  481,227 
2014 and following years  65,297  65,272 
Total  3,715,093  3,830,100 

Currency/index debt composition

  CONSOLIDATED 
Adjusted by  06/30/08  03/31/08 
TJLP (Long-Term Interest Rate) 2,106,808  2,159,809 
CDI  1,090,139  1,118,158 
US dollar  350,890  375,945 
Yen  196,142  227,646 
Hedge of yen-denominated debt  371,407  326,205 
UMBNDES – BNDES currency basket  73,336  87,029 
INPC  26,297  26,138 
Other (fixed rate) 21,435  23,333 
Total  4,236,454  4,344,263 

Guarantees

Certain loans and financing raised are guaranteed by collateral of receivables from the provision of telephony services and the Parent Company’s surety.

For consolidated loans and financing, the Company maintains hedging contracts on 59.0% of these US dollar- and yen-denominated loans and financing entered into with third parties to hedge against significant fluctuations in quotations of these debt adjustment indexes. On the quarter closing date, considering the hedging transactions and foreign currency cash investments, the actual exposure was 7.7% (8.0% as of 03/31/08). The gains and losses on these contracts are recognized on the accrual basis.

The debentures issued by Brasil Telecom S.A. are collateralized by a surety granted by the Company. Under the indenture, the Company, as intervening guarantor, undertakes before the debenture holders as primary obligor and guarantor, to be jointly liable for all obligations assumed by the subsidiary related to its debentures.

BrT Celular Financial Contractual Obligation with BNDES

BrT Celular entered into with Banco Nacional de Desenvolvimento Econômico – BNDES, on February 19, 2008 the contracting of financing in the amount of R$ 259,100 to be used in the expansion and modernization of the mobile phone network (personal mobile service) by 2009. The financing shall have the total term of nine years and six months, with a thirty months grace period, from which period the payment in eighty four installments shall begin. Charges of that financing are associated to the TJLP (Long-Term Interest Rate) variation added 3.52% per year. From the amount under contract, the captation of R$ 100,000 has been effected in the present quarter, and the supplementary part of financial inputs is expected to occur by the end of the fiscal year of 2009. This obligation is guaranteed by cession and binding of receivables resulting from the revenue of Brasil Telecom S.A., as well as guarantee from the same.

Page: 57


36. SERVICE EXPLOITATION LICENSES AND CONCESSIONS

  CONSOLIDATED 
  06/30/08  03/31/08 
Personal mobile service  664,529  255,012 
STFC concession  32,845  16,421 
Other licenses  9,502  11,879 
Total  706,876  283,312 
Current  522,247  99,967 
Long term  184,629  183,345 

The licenses for Personal Mobile Services are represented by the agreements entered into in 2002 and 2004 by 14 Brasil Telecom Celular S.A. with ANATEL, to exploit SMP services during a fifteen-year period in the same area of operation where Brasil Telecom S.A. has a concession for fixed telephony. Out of the contracted value, 10% was paid on execution date and the remaining balance was fully recognized in the BrT Celular’s liabilities to be paid in equal, consecutive annual installments, with maturities scheduled for 2008-2010 (balance of three installments), and 2009-2012 (balance of four installments), depending on the year the agreements were executed. The remaining balance is adjusted based on the variation of IGP-DI, plus 1% per month.

On April 29, 2008, BrT Celular acquired new authorizations for development of 3G network, paying at the moment of signature of the terms 10% of the total amount, with a payable balance left to be paid in a one-time installment on 12/11/08, in the amount of R$ 439,412, with no additional charges. The payable balance related with the acquisition of such new authorizations and the corresponding intangible assets were recognized in the amount of R$ 400,229, deducted from the adjustment to the present value. The discount at the current price is based on rates that would be required for financing the obligation (variation of the Telecommunications Sector Rate – IST and compensatory interest of 1% per month).

The STFC concession refers to the provision recognized by Brasil Telecom S.A. on an accrual basis, based on the application of 1% upon the taxes net revenue. According to the concession agreement in effect, the payment in favor of ANATEL becomes due at each two-year period, set up for April of odd years and equivalent to 2% of net revenue verified in the previous year. The next payment to be carried out is expected to occur in 2009.

The amount of other licenses relates to BrT Multimídia and refers to the license granted to the use of radiofrequency blocks associated with the exploitation of multimedia communication services. Upon such obligation, variation of the IGP-DI in the amount of 1% per month is assessed. The settlement of the balance of such obligation will be paid in tree equal, consecutive and annual installments, falling due in May.

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37. PROVISIONS FOR PENSION PLANS

Refer to the recognition by Brasil Telecom S.A. of the actuarial deficit of the pension plans of defined benefit managed by FBrTPREV and the pension plan managed by this subsidiary appraised by independent actuaries in accordance with CVM Resolution no. 371/00. Such sponsored plans are detailed in note 5.

  CONSOLIDATED 
  06/30/08  03/31/08 
FBrTPREV – BrTPREV, Alternativo and Fundador plans  663,459  640,456 
PAMEC plan  2,290  2,182 
Total  665,749  642,638 
Current  79,251  56,254 
Long term  586,498  586,384 

38. ADVANCES FROM CUSTOMERS

  CONSOLIDATED 
  06/30/08  03/31/08 
Assignment of telecommunications means  91,226  88,604 
Prepaid services  44,188  52,377 
Other advances from customers  57,854  881 
Total  193,268  141,862 
Current  63,249  71,992 
Long term  130,019  69,870 

The long-term balance refers to the assignment agreements of telecommunications means, for which the customers made advances aimed at obtaining benefits for a more extensive period, and realization is estimated for the following years:

  CONSOLIDATED 
  06/30/08  03/31/08 
2009  6,986  6,107 
2010  11,902  7,732 
2011  11,316  7,680 
2012  11,092  7,457 
2013  10,771  7,200 
2014  10,111  6,551 
2015  10,044  6,483 
2016 and following years  57,797  20,660 
Total  130,019  69,870 

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39. OTHER LIABILITIES

  COMPANY    CONSOLIDATED 
  06/30/08  03/31/08  06/30/08  03/31/08 
Liabilities resulting from Grouping of Shares (1) 75,021  75,189  80,909  81,109 
Self-financing funds  24,143  24,143 
Bank credits and repeater receivables under processing  16,785  16,362 
Other taxes  14,585  12,808 
Obligations from acquisition of tax credits  8,332  6,107 
Bonuses and premiums – subsequent periods  5,948  6,308 
CPMF (tax on banking transactions) – suspended payment  2,482  2,451 
Obligations with other telecommunications companies  1,616  1,616 
Return of self–financing funds  603  605 
Other  289  817  24,021  15,442 
Total  75,310  76,006  179,424  166,951 
Current  75,310  76,006  168,505  146,496 
Long term  10,919  20,455 

(1) Refers to amounts available to the respective shareholders, regarding the fractions of shares separated and grouped in integers and sold at floor accomplished at BOVESPA, resulting from grouping of shares mentioned in note 7.a.

Self-financing funds

Correspond to the financial participation credits, paid by committed subscribers, for the purchase of the right of use of switched fixed telephone service, still under the discontinued self-financing modality. It happened that, as the shareholders of Brasil Telecom S.A. – Rio Grande do Sul branch (former CRT) had fully subscribed the capital increase made to repay in shares the credits for capital participation, there were no unsold shares to be delivered to the committed subscribers. Part of these committed subscribers, who did not accept this subsidiary’s Public Offering to return the referred credits in cash, as established in article 171, paragraph 2, of Law no. 6.404/76, are awaiting the termination of the ongoing lawsuit, filed by the Public Prosecution Office and Others, aiming at reimbursement in shares.

40. CAPITALIZABLE FUNDS

The expansion plans (self-financing) were the means by which the telecommunications companies financed part of the network investments. With the issue of Administrative Rule no. 261/97 by the Ministry of Communications, this fund raising mechanism was discontinued and the existing consolidated amount of R$ 7,974 (R$ 7,974 as of 03/31/08) derives from plans sold prior to the issue of said Administrative Rule, the corresponding assets to which are already incorporated to Property, Plant and Equipment through the PCT (Community Telephony Plant). For reimbursement in shares, it is necessary to await a court decision on the suits filed by the interested parties.

41. INFORMATION BY BUSINESS SEGMENT - CONSOLIDATED

The information by segment refers to the business of the Company and its subsidiaries and has been identified based on their operating and management structure, as well as internal management information.

The transactions of the business segments have been carried out under market terms and conditions.

Results by segment, and balance sheet account presented, consider revenues, costs, and expenses directly linked to each segment and those that can be reasonably allocated.

Page: 60


     06/30/08 
Fixed Telephony and Data Communication Mobile Telephony  Internet   Call center  Administration Inter-Segment Eliminations  Consolidated
Gross operating revenue  7,197,145  1,203,911  222,444  109,734  -  (518,038) 8,215,196 
Deductions from gross revenue  (2,275,832) (315,083) (33,032) (7,645) -  1,696  (2,629,896)
Net operating revenue  4,921,313  888,828  189,412  102,089  -  (516,342) 5,585,300 
Cost of services and sales  (2,576,177) (764,636) (26,323) (99,093) -  364,846  (3,101,383)
Gross profit  2,345,136  124,192  163,089  2,996  -  (151,496) 2,483,917 
               
Operating expenses, net  (1,163,275) (301,961) (190,785) (6,959) (6,632) 151,722  (1,517,890)
 Sales of services  (495,473) (241,648) (130,393) (603) 178,663  (689,454)
 General and administrative expenses  (617,921) (65,520) (37,030) (6,060) (9,881) 10,556  (725,856)
 Other operating income (expenses) (49,881) 5,207  (23,362) (296) 3,249  (37,497) (102,580)
               
Income (loss) from operations before financial expenses (income) 1,181,861  (177,769) (27,696) (3,963) (6,632) 226  966,027 
               
Trade accounts receivable  2,116,470  181,111  101,100  39,474  -  (188,785) 2,249,370 
Inventories  6,005  46,738  -  -  -  -  52,743 
Property, Plant and Equipment and intangible assets, net  4,851,346  1,804,902  57,781  -  683  -  6,714,712 

  06/30/07 
Fixed Telephony and Data Communication  Mobile Telephony  Internet  Administration  Inter-Segment Eliminations  Consolidated 
Gross operating revenue  6,894,347  1,150,409  209,885  -  (384,696) 7,869,945 
Deductions from gross revenue  (2,072,698) (335,876) (30,801) -  3,630  (2,435,745)
Net operating revenue  4,821,649  814,533  179,084  -  (381,066) 5,434,200 
Costs of services and sales  (2,787,780) (737,864) (30,366) -  342,829  (3,213,181)
Gross profit  2,033,869  76,669  148,718  -  (38,237) 2,221,019 
             
Operating expenses, net  (1,171,077) (256,838) (173,855) (10,511) 39,218  (1,573,063)
 Sales of services  (474,471) (218,445) (117,695) 55,309  (755,302)
 General and administrative expenses  (563,610) (63,202) (33,687) (8,521) 12,183  (656,837)
 Other operating income (expenses) (132,996) 24,809  (22,473) (1,990) (28,274) (160,924)
             
Income (loss) from operations before financial expenses (income) 862,792  (180,169) (25,137) (10,511) 981  647,956 

  03/31/08 
Fixed Telephony and Data Communication   Mobile Telephony  Internet  Call Center  Management
-
 
Inter-Segment Eliminations  Consolidated 
Trade Accounts Receivable  2,088,090  161,123  100,386  34,281  -  (162,696) 2,221,184 
Inventories  5,754  32,125  -  -  -  -  37,879 
Property, Plant and Equipment and  4,988,218  1,308,348  56,899  -  736  -  6,354,201 
intangible assets, net               

42. RESTATEMENT OF INTERIM FINANCIAL STATEMENTS

The Company, intending to demonstrate more details of the composition of its capital stock, including all classes of shares, has restated this interim financial statements originally filed on July 15, 2008. This modification is exclusively related to Chart “16.01 – OTHER INFORMATION CONSIDERED AS RELEVANT BY THE COMPANY”, item 2.

Page: 61


05.01 - COMMENTS ON THE COMPANY PERFORMANCE IN THE QUARTER 
 

See Comments on Consolidated Performance

 

 

 

Page: 62


06.01 – BALANCE SHEET – CONSOLIDATED ASSETS (IN THOUSAND OF REAIS)

1 - CODE  2 - DESCRIPTION  3 - 06/30/2008  4 - 03/31/2008 
Total Assets  17,853,422  17,662,955 
1.01  Current Assets  7,339,700  7,829,835 
1.01.01  Cash, Bank and Temporary Cash Investments  2,381,261  3,089,969 
1.01.01.01  Cash and Bank  106,306  65,522 
1.01.01.02  Temporary Cash Investments  2,274,955  3,024,447 
1.01.02  Credits  2,249,370  2,221,184 
1.01.02.01  Clients  2,249,370  2,221,184 
1.01.02.02  Sundry Credits 
1.01.03  Inventories  52,743  37,879 
1.01.04  Others  2,656,326  2,480,803 
1.01.04.01  Loans and Financing  1,690  1,655 
1.01.04.02  Deferred and Recoverable Taxes  1,264,445  1,090,134 
1.01.04.03  Escrow Deposits  452,555  384,861 
1.01.04.04  Short Term Investments  698,535  685,912 
1.01.04.05  Government Bonds  54,921 
1.01.04.06  Other Assets  239,101  263,320 
1.02  Non-Current Assets  10,513,722  9,833,120 
1.02.01  Long-Term Assets  3,626,323  3,203,989 
1.02.01.01  Sundry Credits 
1.02.01.02  Credits with Related Parties 
1.02.01.02.01  From Direct and Indirect Associated 
1.02.01.02.02  From Subsidiaries 
1.02.01.02.03  From Other Related Parties 
1.02.01.03  Others  3,626,323  3,203,989 
1.02.01.03.01  Loans and Financing  5,781  5,979 
1.02.01.03.02  Deferred and Recoverable Taxes  1,887,385  1,802,920 
1.02.01.03.03  Fixed-Income Securities  4,167  3,969 
1.02.01.03.04  Escrow Deposits  1,634,002  1,300,496 
1.02.01.03.05  Other Assets  94,988  90,625 
1.02.02  Permanent Assets  6,887,399  6,629,131 
1.02.02.01  Investments  131,415  172,755 
1.02.02.01.01  Direct and Indirect Associated Companies 
1.02.02.01.02  Direct and Indirect Associated Companies - Goodwill 
1.02.02.01.03  Subsidiaries 
1.02.02.01.04  Subsidiaries - Goodwill  127,673  149,839 
1.02.02.01.05  Other Investments  3,738  22,912 
1.02.02.02  Property, Plant and Equipment  5,246,338  5,304,711 
1.02.02.03  Intangible Assets  1,429,191  1,049,490 
1.02.02.04  Deferred Charges  80,455  102,175 

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06.02 - BALANCE SHEET - CONSOLIDATED LIABILITIES (IN THOUSAND OF REAIS)

1 - CODE  2 - DESCRIPTION  3 - 06/30/2008  4 - 03/31/2008 
Total Liabilities  17,853,422  17,662,955 
2.01  Current Liabilities  4,671,158  4,865,367 
2.01.01  Loans and Financing  511,222  476,005 
2.01.02  Debentures  10,139  38,158 
2.01.03  Suppliers  1,409,457  1,376,374 
2.01.04  Taxes, Duties and Contributions  1,047,549  885,738 
2.01.04.01  Indirect Taxes  642,132  699,760 
2.01.04.02  Taxes on Income  405,417  185,978 
2.01.05  Dividends  338,279  1,248,041 
2.01.06  Provisions  311,919  257,577 
2.01.06.01  Provisions for Contingencies  232,668  201,323 
2.01.06.02  Provisions for Pension Plans  79,251  56,254 
2.01.07  Debts with Related Parties 
2.01.08  Others  1,042,593  583,474 
2.01.08.01  Payroll, Social Charges and Benefits  113,617  95,951 
2.01.08.02  Consignment in Favor of Third Parties  126,948  144,964 
2.01.08.03  Profit Sharing  48,027  24,104 
2.01.08.04  Authorization for Serv. Exploitation Telecom.  522,247  99,967 
2.01.08.05  Advances from Customers  63,249  71,992 
2.01.08.06  Other Liabilities  168,505  146,496 
2.02  Non-Current Liabilities  5,613,568  5,637,831 
2.02.01  Long-Term Liabilities  5,613,568  5,637,831 
2.02.01.01  Loans and Financing  2,635,093  2,750,100 
2.02.01.02  Debentures  1,080,000  1,080,000 
2.02.01.03  Provisions  1,296,486  1,292,999 
2.02.01.03.01  Provisions for Contingencies  709,988  706,615 
2.02.01.03.02  Provisions for Pension Plans  586,498  586,384 
2.02.01.04  Debts with Related Parties 
2.02.01.05  Advance for Future Capital Increase 
2.02.01.06  Others  601,989  514,732 
2.02.01.06.01  Suppliers  21,451  17,635 
2.02.01.06.02  Indirect Taxes  166,835  147,089 
2.02.01.06.03  Taxes on Income  80,162  68,364 
2.02.01.06.04  Authorization for Serv. Exploitation Telecom.  184,629  183,345 
2.02.01.06.05  Advances from Customers  130,019  69,870 
2.02.01.06.06  Other Liabilities  10,919  20,455 
2.02.01.06.08  Funds for Capitalization  7,974  7,974 
2.02.02  Deferred Income 
2.03  Minority Interest  1,963,396  1,851,931 
2.04  Shareholders’ Equity  5,605,300  5,307,826 
2.04.01  Paid Up Capital Stock  2,596,272  2,596,272 

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1 - CODE  2 - DESCRIPTION  3 -06/30/2008  4 -03/31/2008 
2.04.02  Capital Reserves  309,178  309,178 
2.04.02.01  Goodwill on Share Subscription  306,961  306,961 
2.04.02.02  Other Capital Reserves  2,217  2,217 
2.04.03  Revaluation Reserves 
2.04.03.01  Owned Assets 
2.04.03.02  Subsidiaries/Direct and Indirect Associated 
2.04.04  Revenue Reserves  265,964  265,964 
2.04.04.01  Legal  265,964  265,964 
2.04.04.02  Statutory 
2.04.04.03  For Contingencies 
2.04.04.04  From Profits to Realize 
2.04.04.05  Profit Retention 
2.04.04.06  Special Reserve for Undistributed Dividends 
2.04.04.07  Other Profit Reserves 
2.04.05  Retained Earnings/Accumulated Deficit  2,433,886  2,136,412 
2.04.06  Advance for Future Capital Increase 

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07.01 - CONSOLIDATED STATEMENT OF INCOME (IN THOUSANDS OF REAIS)

1 - CODE  2 - DESCRIPTION  3 - 04/01/08 to 06/30/08  4 - 01/01/08 to 06/30/08  5 - 04/01/07 to 06/30/07  6 - 01/01/07 to 06/30/07 
3.01  Gross Revenue from Sales and/or Services  4,179,138  8,215,196  3,972,871  7,869,945 
3.02  Deductions from Gross Revenue  (1,355,818) (2,629,896) (1,229,528) (2,435,745)
3.03  Net Revenue from Sales and/or Services  2,823,320  5,585,300  2,743,343  5,434,200 
3.04  Cost of Goods and/or Services Sold  (1,545,635) (3,101,383) (1,601,798) (3,213,181)
3.05  Gross Profit  1,277,685  2,483,917  1,141,545  2,221,019 
3.06  Operating Expenses/Revenues  (695,654) (1,780,353) (812,093) (1,923,003)
3.06.01  Selling Expenses  (324,472) (689,454) (386,678) (755,302)
3.06.02  General and Administrative Expenses  (370,372) (725,856) (336,141) (656,837)
3.06.03  Financial  (19,638) (262,463) (16,601) (349,940)
3.06.03.01  Financial Income  167,934  386,608  143,976  305,400 
3.06.03.02  Financial Expenses  (187,572) (649,071) (160,577) (655,340)
3.06.04  Other Operating Income  261,209  407,503  130,357  245,105 
3.06.05  Other Operating Expenses  (242,381) (510,083) (203,030) (406,029)
3.06.06  Equity Income 
3.07  Operating Income  582,031  703,564  329,452  298,016 
3.08  Non-Operating Income  (8,255) 8,783  2,680  6,148 
3.08.01  Revenues  102,882  165,351  18,559  41,911 
3.08.02  Expenses  (111,137) (156,568) (15,879) (35,763)
3.09  Income Before Tax and Minority Interests  573,776  712,347  332,132  304,164 
3.10  Provision for Income and Social Contribution  (216,308) (395,554) (73,432) (189,862)
3.11  Deferred Income Tax  2,186  129,061  (55,529) 60,933 
3.12  Statutory Interest/Contributions 
3.12.01  Interests 
3.12.02  Contributions 
3.13  Reversal of Interest on Shareholders’ Equity  267,185  267,772 
3.14  Minority Interest  (105,207) (210,279) (57,707) (127,673)
3.15  Income (Loss) for the Period  254,447  502,760  145,464  315,334 

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1 - CODE  2 - DESCRIPTION  3 - 04/01/08 to 06/30/08  4 - 01/01/08 to 06/30/08  5 - 04/01/07 to 06/30/07  6 - 01/01/07 to 06/30/07 
  NUMBER OF OUTSTANDING SHARES, EX- TREASURY (UNITS) 362,488,413  362,488,413  362,488,413  362,488,413 
  EARNINGS PER SHARE (REAIS) 0.70195  1.38697  0.40129  0.86991 
  LOSS PER SHARE (REAIS)        

Page: 68


08.01 - COMMENTS ABOUT CONSOLIDATED PERFORMANCE IN THE QUARTER 
 

PERFORMANCE REPORT – 2nd QUARTER 2008

The performance report provides consolidated figures for Brasil Telecom S.A. and its subsidiaries, mentioned in the explanation note 1 of this Quarterly Information.

OPERATING PERFORMANCE (not reviewed by the independent auditors)

Plant

Fixed Telephony

Plant

       
Operational Data  2Q08  1Q08  2Q08/1Q08 
      (%)
       
Installed Lines (1,000) 10,394  10,380  0.1 
Additional Installed Lines (1,000) 14  4  71.4 
       
Lines in Service - LES (1,000) 8,105  8,036  0.8 
- Home  5,478  5,435  0.8 
- No-Home  1,273  1,237  2.9 
- Public Telephones - TUP  280  280  -0.2 
- Hybrid Terminals  384  412  -6.7 
- Others (includes PABX) 690  672  2.7 
Added Lines in Service (1,000) 68  2  N.A. 
       
Active Lines - LES (-) Blocked Lines  7,932  7,826  1.3 
       
Blocked Lines  172  211  -18.3 
       
Medium Lines in Service - LMES (1,000) 8,070  8,035  0.4 
       
LES/100-inhabitants  18.4  18.2  0.8 
TUP/1,000-inhabitants  6.3  6.3  -0.2 
TUP/100-Installed Lines  2.7  2.7  -0.4 
       
Utilization Rate  78.0%  77.4%  0.6 p.p. 
       

The base of land lines in service (LES) had a net addition of 68.2 thousand lines at 2Q08, reversing the drop trend in the industry for the second consecutive quarter. The stabilization of the number of lines in service results from actions such as:

Services Packages Offer Pluri
Packages that allow clients integrating land line, broadband and mobile services, including “Pluri Amigos” (200 minutes of calls originated from fixed terminals to mobile terminals). After its launching in March 2008, 94.4 thousand clients have adhered to the packages.

Focus on “Controle Total” Plan
Land line pre-paid service. Plan focused on low-consumption segments, whose offer is made by means of directed approach to the areas where there is technical availability. By the end of 2Q08, 218.2 thousand clients have already adhered to “Controle” Plan.

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Companies-directed Offers: Brasil Total Negócios
Offer created to leverage convergence of products from Brasil Telecom and increase the range of products per client in the corporate segment. Sales of “Brasil Total Negócios” represent 11% of total sales of converging packages. By the end of 2Q08, 45 thousand of packages will have been sold to the corporate market.

Services to corporate market
Growth of 8.3% in advanced telephony base, with products with greater added-value such as DDR and PABX Virtual.

Traffic 

       
       
Operational Data  2Q08  1Q08  2Q08/1Q08 
      (%)
       
Exceeding Minutes (million) 2,625  2,434  7.8 
       
VC-1 (million minutes) 686  671  2.2 
       
Minutes Long Distance (million) 1,360  1,358  0.2 
       
     Long Distance  1,084  992  9.3 
       
     VC-2  161  207  -22.4 
       
     VC-3  115  159  -27.2 
       

Mobile Telephony       
 
       
                       Operational Data  2Q08  1Q08  2Q08/1Q08 
      (%)
       
                       Clients (1,000) 5,015  4,578  9.6 
                           Post-paid  832  830  0.4 
                           Prepaid  4,183  3,748  11.6 
                       Net Additions (1,000) 438  315  39.0 
                           Post-paid  -26  N.A. 
                           Prepaid  435  341  27.4 
                       Gross Additions (1,000) 943  669  41.0 
                           Post-paid  96  75  28.8 
                           Prepaid  847  594  42.6 
                       Cancellations  506  354  42.8 
                           Post-paid  94  101  -7.8 
                           Prepaid  412  253  63.2 
                       Prepaid Annual Churn  42.20%  32.00%  31.6 
                           Post-paid  45.10%  48.20%  -6.5 
                           Prepaid  41.60%  28.20%  -47.2 
                       Client Acquisition Cost (SAC - R$) 77.4  77.6  -0.3 
                       Assisted Locations  873  873  0,0 
                       % of Population Cover  88%  88%  0.8 p.p. 
                       Coverage Cell Sites (ERBs) 3,481  2,645  31.6 
                       Commutation and Control Centers (CCC) 11  11  0 
                       Employees  634  629  0.8 
       

Mobile Accesses

In 2Q08, Brasil Telecom overcame an important milestone. It reached 5 million mobile accesses in service. The clients base amounted to 5,015.4 thousand accesses in service, representing an increase of 33.1% when compared to the 2Q07.

The main factor that has allowed such growth is the volume of gross additions: 943.4 thousand, record in the history of mobile operations of Brasil Telecom. The performance of sales is directly connected to: (i) the Mother’s Day and Valentine’s Day campaign,, with the main motto: “A Volta do Pula-Pula (The Return of the Jumper)”, and (ii) the launch of 3G offers. Additionally, the good performance of sales in May can be proved by the figures disclosed by Anatel, when Brasil Telecom reached 33% of the total of net additions at region II, becoming the leader in net additions within its actuation area.

Page: 70


By the end of the 2Q08, the mobile phone clients base was composed by 832.5 thousand subscribers of post-paid plans (16.6 of the base) and 4,182.9 thousand of pre-paid plans. In comparison to 2007, the decrease in the number of post-paid clients amounted to 6.5%, mainly because of the migration of clients from the hybrid plan to the pre-paid plan. However, in comparison to the 1Q08, we are able to notice a trend reversion, with the number of post-paid accesses presenting a positive variation.

DATA

Broadband

 
Operational Data    2Q08    1Q08   2Q08/1Q08 
            (%)
 
ADSL Accesses (1,000)   1,710    1,637    4.4 
Net Additions (1,000)   73    70    4.4 
 
ADSL penetration (%)   21.1%    20.4%    0.7 p.p. 
 

Throughout the 2Q08, Brasil Telecom added 72.6 thousand ADSL accesses to its plant, totaling 1,709.8 thousand accesses by the end of the 2Q08, with an increase of 17.6% when compared to the 2Q07. ADSL (ADSL/LES) penetration in the 2Q08 reached 21.1%, against 17.9% in the 2Q07.

In continuity to the expansion of the broadband network, Brasil Telecom has reached 79.9% of the cities with ADSL coverage, the biggest rate among expressive carriers.

In 2008, Brasil Telecom has increased its focus on sales of speeds from 1Mbps on, serving the growing demand for broader bands placed by Internet users.

Internet Providers

Internet Group, Brasil Telecom’s internet unit, which comprises the activities of iG, iBest and BrTurbo providers, is the top 2nd as a provider of broadband services in the Brazilian market, with 1.3 million clients.

Internet Group also has 4 million clients in dial-up access, in addition to be the 3rd top Brazilian portal in audience, with more than 12.6 million home unique visitors per month (source: IBOPE – May/08).

New Products

By the beginning of the 2Q08, Brasil Telecom has pioneerly launched in the Brazilian market the concept flat flee, unlimited use of mobile phone voice services. Such concept has been materialized in the offer “Pula-Pula Máximo”.

On April 30, 2008 Brasil Telecom started offering third generation mobile phone services. 3GMais in the Cell phone, and 3GMais Broadband in the Computer; therefore, becoming the first carrier able to offer fixed and mobile broadband in a single package. The 3G technology allows a better quality in the voice calls, besides services such as: Video-Calls (calls provided with image and sound), and high-speed access to Internet by personal computers (notebooks and PCs). For purposes of launching 3GMais in the Cell phone, Brasil Telecom has created 5 offers, which go with 4 products adjusting them to the several profiles. They are composed by: Light Bill Plan + Data Package + SMS Package + Video-Call, besides offering discounts in the monthly bill of services. For 3GMais Broadband in the Computer, packages with speeds of up to 3Mbps and unlimited download have been offered.

Page: 71


ECONOMICAL-FINANCIAL PERFORMANCE

Revenue

The consolidated gross revenue of Brasil Telecom reached R$ 4,179.1 million in the 2Q08, 5.2% higher to that of the 2Q07, due to the growth of the participation of services of data transmission and mobile phone in the consolidated revenue, as well as the tariff restatements of 2.14% in the basket of services and 3.29% in the VC’s occurred in July of the last year.

Local Service

The gross revenue of local services reached R$ 1,613.6 million in the 2Q08, 1.3% lower than that recorded in the 2Q07, mainly because of the drop of 15.2% in the gross revenue of the local traffic, due to the reduction in the number of fixed terminals, partially offset by the increase of 3.0% in the gross revenue of subscriptions. The growth of 12.2% in the number of clients of local alternative plans causes the increase in the revenue from subscriptions; however, the greater adhesion to local minutes franchise plans also occasion´s part of the reduction of the traffic surplus.

Public Telephony

Public telephony gross revenue reached R$ 120.4 million in the 2Q08, 14.2% less in comparison to the revenue of the 2Q07; once in the 1Q08 resellers stored more cards, which typically happened in the second quarter due to the proximity of tariff restatement.

Interconnection

Interconnection revenue in the 2Q08 was of R$ 92.2 million, 11.9% higher than those R$ 82.4 million recorded in the 2Q07, despite the reduction of 18.3% in the average tariff of TU-RL in 2007. Such increase occurred due to the growth in the number of cell phones operating in the area.

VC-1

The gross revenue from VC-1 calls amounted to R$ 467.3 million in the 2Q08, being practically stable when compared to the 2Q07, in view of the reduction of 1.7% on that VC-1 traffic offset by the tariff restatement. The reduction at such traffic has been mainly caused by the fixed-mobile replacement.

Long Distance

Gross revenue from long distance calls (LD) amounted to R$ 712.9 million, 2.0% lower than that recorded in the 2Q07, due to the reduction of 8% and 21% in VC-2 and VC-3 traffics, respectively, which, in turn, occurred due to the decrease in the use of added-value products that encourage such traffic (for example: the partnership with Big Brother Brasil). However, it is important to stress out the increase of revenues from fixed terminal-originated LD calls (intra-sectorial, intra-regional and international); which increased in view of the tariff restatement and the increase of 1.5 and 8.0 in the share of inter-regional and international traffics, respectively.

Data Transmission

In the 2Q08, data communication gross revenue after allowances reached R$ 745.6 million, an increase of 11.1% in comparison to the 2Q07, mainly because of the increment of 16.4% in the ADSL revenue after allowances; in view of the enhancement in the base and migration to plans offering higher speeds.

Mobile Telephony

In the 2Q08, total consolidated gross revenue in mobile telephony totaled R$ 526.0 million, from which R$ 59.2 million were related to the sale of handsets and accessories.

Page: 72


Gross revenue consolidated with the 2Q08 mobile telephony totaled R$ 466.8 million and went beyond the 8.9% recorded in the 2Q07, due to the increase of 17.7% in the revenue from utilization and increase of 36.8% from data communication revenue, in view of the enlargement of the clients base, despite the reduction of 13.5% in revenue from subscriptions, which mainly happened as a consequence of the mobile operation plans restructuring (decrease in the franchise prices and reduction of discounts).

Net Revenue

Brasil Telecom's consolidated net revenue was added by 2.9% in the 2Q08 in comparison to the 2Q07, reflecting the increase of 5.2% in the consolidated gross revenue, offset by the increment of 10.3% in deductions. The increase in the deduction of lines occurred because of the unconditional discounts over the revenue from ADSL products that, in the 2Q07, were presented deducted from the consolidated gross revenue.

ARPU (Monthly average net revenue per user)

Fixed telephony ARPU (excluding data communication) reached R$ 76.8 in the 2Q08, 1.3% below that recorded in the 2Q07, due to the greater adhesion to cheaper alternative plans, such as “Controle Total” Plan.

The ARPU of ADSL recorded in the 2Q08 amounted to R$ 48.6, being practically stable in comparison to the ARPU of R$ 49.0 recorded in the 2Q07.

Total ARPU of mobile telephony recorded in the 2Q08 was of R$ 29.23, a decrease of 13.5% in comparison to the 2Q07, mainly because of pre-paid accesses at the client’s base.

Costs and Expenses

Operating costs and expenses consolidated by Brasil Telecom totaled R$ 2,221.7 million in the 2Q08, a decrease of 7.3% in comparison to the 2Q07, mainly because of the reduction of: R$ 96.4 million in depreciation and amortization, R$ 33.6 in provisions and losses, R$ 28.0 million in outsourced services, and R$ 66.4 million in other expenses, partially offset with the increase of R$ 62.8 million in costs and expenses with personnel. When not considering the effects of non-recurring items occurred in the quarter, the operating costs and expenses would remain practically stable in comparison to the 2Q07, in return to the increase of 5.2% in the gross revenue of the same period.

Personnel

By the end of the 2Q08, the group Brasil Telecom employed a total of 17,828 collaborators, an enhancement of 203.8% in comparison to the 2Q07, due to the internalization of the call center of Brasil Telecom in December, 2007, and the call center of the Internet Group (iG); the internet segment of Brasil Telecom, during the 2Q08. Therefore, in the 2Q08, personnel costs and expenses reached R$ 219.0 million, an increase of 40.2% when compared to the 2Q07.

Materials

The costs and expenses with materials amounted to R$ 98.7 million in the 2Q08, a drop of 3.0% in relation to the 2Q07, due to the lower cost of merchandise sold despite the increase in the quantity of phone sets traded.

Third Parties Services

The costs and expenses with outsourced services, with exception of interconnection, advertising and marketing, amounted to R$ 534.4 million in the 2Q08, 5.0% below that recorded in the 2Q07, mainly reflecting the reduction of R$ 68.2 million in the call center line by the internalization accomplished by the end of 2007. Such reduction was offset with the increase of R$ 22.3 million in legal services, R$ 5.2 million in collection services and R$ 4.5 million in transportation and communications.

The expenses with advertisement and marketing totaled R$ 40.3 million in the 2Q08, an increase of 13.3% when compared to the 2Q07, due to the enhanced number of campaigns for launching new products, such as 3GMais and Pluri, besides greater aggressiveness in campaigns on the Mother’s Day and Valentine’s Day.

Page: 73


Provisions for Contingencies

In the 2Q08, the provisions for contingencies amounted to R$ 141.5 million, an increase of R$ 17.7 million in comparison to the 2Q07, basically due to the taxes, civil and labor contingencies.

PCCR/ROB

The proportion of Losses with Receivables (PCCR) to the gross revenue in the 2Q08 was of 2.3% and totaled R$ 96.5 million, 0.5% below hose 2.8% of the 2Q07, mainly because of: (i) the recovery of provisioned amounts in the 1Q08 as a consequence of the postponement of the maturity of invoices in previous periods; and (ii) greater efficiency in the collection processes, mainly in the amounts owed by clients of the mobile telephony retail and corporate segments, besides fixed telephony government clients.

Depreciation and Amortization

Depreciation and amortization costs totaled R$ 530.2 million in the 2Q08, 15.4% less than in the 2Q07, due to the increase of goods totally depreciated.

Other Costs and Expenses/Operating Income

Other operating costs and expenses amounted R$ 6.3 million in the 2Q08, 91.4% lower than in the 2Q07, due to the amount of R$ 175.7 million received from Telemar Norte Leste S.A. in view of a Waiver, Transaction and Release Public Instrument (“Agreement for Settlement of Litigation”), according to the Material Event published on April 25, 2008. Such amount has been partially offset with the negative variation of: (i) R$ 22.5 million due to the reversion of provisions, which includes the reversion of provision for adjustment at market price of merchandise in inventory occurred in the 2Q07; (ii) R$ 27.5 million resulting from the reversion of provision occurred in the 2Q07 due to the revaluation of the assets portfolio at the pension fund; (iii) R$ 14.5 million, regarding the recovery of PIS and COFINS occurred in the 2Q07; and, (iv) R$ 24.2 million, mainly as a consequence of taxes assessing the amount received due to the Agreement for Settlement of Litigation.

Financial Result

In the 2Q08, Brasil Telecom registered negative financial result of R$ 19.6 million, versus R$ 16.6 million negative in the previous year. The positive variation was of R$ 3.0 million basically due to: (i) the reduction of the balance and cost of debt, resulting in lower financial expenses in local currency; and, (ii) the devaluation of the US Dollar and UMBNDES compared to Real.

Non-Operating Revenues (Expenses)

Non-operating revenue (expenses) totaled R$ 8.3 million negative in the 2Q08, a negative variation of R$ 11.0 million in relation to the 2Q07, mainly because the reduction of R$ 44.2 million resulting from the corporate restructuring of the Internet Group, partially offset with the gain of R$ 30.9 million arisen from the sale of investment assessed by acquisition cost of FINAM and FINOR certificates.

Net Profit

Brasil Telecom registered net profit of R$ 254.4 million in the 2Q08, equivalent to R$0.70195 per share. The net profit per ADR in the period was US$ 2.2047. In the 2Q07, the Company recorded a profit of R$ 145.5 million, equivalent to R$ 0.40129 per share, while the profit per ADR in the period was US$ 1.0417.

Indebtedness

Net Debt

Page: 74


By the end of the quarter, the consolidated net debt of Brasil Telecom totaled R$ 1,156.7 million, 8.2% lower than that recorded by the end of June 2007, mainly because of the amortizations occurred in the period, the valuation of Real, which reduced the debt in foreign currency, and the generation of cash in the period.

By the end of the 2Q08, the debt bound to the exchange variation, not considering the hedge adjustments, amounted to R$ 620.4 million. On June 30, 2008 Brasil Telecom counted on protection to 52.2% of the debt bound to the exchange variation, resulting in an exposure of only 7.7% of the whole debt.

Investment

    R$ Million     
 
Investments in Permanent Assets    2Q08    1Q08    2Q08/1 Q08 
            (%)
 
Network Expansion    60.4    38.7    56.9 
- Conventional Telephony    0.1    (0.1)   N.A. 
- Transmission Backbone    19.6    5.3    269.2 
- Data Network    46.1    30.6    50.5 
- Intelligent Network    4.3    0.7    477.8 
- Network Management Systems    0.4    2.3    (81.6)
- Other Investments in Network Expansion    (10.1)   (0.1)   7,516.4 
Network Operation    66.1    46.9    40.9 
Public Telephony    4.4    0.5    705.5 
Information Technology    16.6    3.8    338.3 
Personnel Expansion    22.6    20.9    8.0 
Others    79.6    34.6    129.9 
Financial expenses for Expansion    5.8    5.1    13.9 
 
Total Fixed Telephony    255.5    150.5    69.9 
 
 
 
BrT Celular    556.9    9.4    5,284.7 
 
Total Mobile Telephony    556.9    9.4    5,284.7 
 
 
 
Total Investment    812.4    159.9    408.2 
 
 
Reconciliation with Cash Flow:             
Variation between Economical and Financial Investments    (519.7)   145.5    N.A. 
 
Investment Cash Flow applied to Permanent Assets    292.7    305.4    -4.1 
 

In the 2Q08, permanent assets investments at Brasil Telecom totaled R$ 812.4 million, from which R$ 255.5 million were invested in fixed telephony, including voice, data, information technology and regulatory, and R$ 556.9 million in mobile telephony. When compared to the 2Q07, investments presented an increase of 168.5% primarily due to the procurement of the 3G license and commissioning of the new network.

Page: 75


09.01 - EQUITIES IN CONTROLLED AND/OR AFFILIATED COMPANIES

1- 
ITEM 
2 - CONTROLLED/AFFILIATED COMPANY NAME  3 - CORPORATE 
TAXPAYER ID (CNPJ)
4 - CLASSIFICATION  5 - % EQUITY IN CAPITAL
OF INVESTED 
6 - % NET EQUITY
OF INVESTOR 
7 - COMPANY TYPE  8 - NUMBER OF SHARES HOLD IN 
CURRENT QUARTER (Units)
9 - NUMBER OF SHARES HOLD IN 
PREVIOUS QUARTER (Units)
01  BRASIL TELECOM S.A  76.535.764/0001-43 PUBLICLY TRADED COMPANY  67.26  71.96 
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES  368,228,201    368,228,201 
02  NOVA TARRAFA PARTICIPAÇÕES LTDA  03.001.341/0001-70 LIMITED LIABILITY COMPANY  99.99  0.10 
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES  32,624,928    32,624,928 
03  NOVA TARRAFA INC.  . . / - LIMITED LIABILITY COMPANY  100.00  0.01 
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES  1,003    1,003 

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16.01 – OTHER INFORMATION CONSIDERED AS RELEVANT BY THE COMPANY 
 

By fulfilling the Regulation for Differentiated Practices of Corporate Governance, the Company discloses the additional information below, related to the shareholders composition:

1. OUTSTANDING SHARES

Position: 06/30/2008  In share units 
Shareholder  Common Shares   %  Preferred Shares   %  Total   % 
Direct and Indirect Controlling  80,364,850  59.96  9,966,434  4.33  90,331,284  24.82 
Managers             
    Board of Executive Officers  29  0.00  25  0.00  54  0.00 
Audit Council  0.00  0.00  12  0.00 
Treasury Stock  1,480,800  1.10  1,480,800  0.41 
Other Shareholders  52,186,003  38.94  219,971,060  95.67  272,157,063  74.77 
Total  134,031,688  100.00  229,937,525  100.00  363,969,213  100.00 
Outstanding Shares in Market  52,186,009  38.94  219,971,066  95.67  272,157,075  74.77 

Note: For purposes of composition of this chart, all members (effective and deputies) of the Administration Council, Board of directors and Audit Council are considered. The shares held by members of the Audit Council are considered outstanding shares.

Position: 06/30/2007    In share units 
Direct and Indirect Controlling  81,684,801  60.94  12,770,323  5.55  94,455,124  25.95 
Managers             
Board of Executive Officers  29  0.00  25  0.00  54  0.00 
    Board of Directors  0.00  2025  0.00  2025  0.00 
Audit Council  0.00  0.00  12  0.00 
Treasury Stock  1,480,800  1.10  1,480,800  0.41 
Other Shareholders  50,866,052  37.96  217,165,146  94.45  268,031,198  73.64 
Total  134,031,688  100.00  229,937,525  100.00  363,969,213  100.00 
Outstanding Shares in Market  50,866,058  37.95  217,165,152  94.45  268,031,210  73.64 

Note: The shares held by members of the Audit Council are considered outstanding shares.

2. POSITION OF SHAREHOLDERS WITH MORE THAN 5% OF EACH TYPE AND CLASS OF
SHARES OF THE COMPANY UP TO INDIVIDUAL LEVEL (Position on 06/30/2008)

Brasil Telecom Participações S.A.    In share units 
Company Name  CPF/CNPJ  Nationality  Common
Shares 
%  Preferred 
Shares 
%  Total
Shares 
% 
Solpart Participações S.A.  02.607.736/0001-58  Brazilian  68,907,150  51.41  68,907,150  18.93 
Copart 1 Participações S.A.  09.338.797/0001-06  Brazilian  55,819,400  24.28  55,819,400  15.34 
Previ  33.754.482-0001/24  Brazilian  6,895,678  5.14  7,840,962  3.41  14,736,640  4.05 
BNDES Participações S.A.  00.383.281/0001-09  Brazilian  1,271,490  0.95  11,498,991  5.00  12,770,481  3.51 
Cyrte Fund III  Dutch  11,899,960  5.18  11,899,960  3.27 
Treasury Stock  1,480,800  1.10  1,480,800  0.41 
Others  55,476,570  41.40  142,878,212  62.13  198,354,782  54.49 
Total  134,031,688  100.00  229,937,525  100.00  363,969,213  100.00 

Note: On 04/27/2007, in Extraordinary General Meeting, the share grouping in a proportion of 1,000 existing shares to 1 share of the respective type was approved.

Page: 77


Solpart Participações S.A.    In share units 
Company Name  CPF/CNPJ  Nationality  Common
Shares 
%  Preferred 
Shares 
%  Total
Shares 
% 
Invitel S.A.  02.465.782-  Brazilian  2,126,999,984  100.00  2,126,999,984  100.00 
Others  16  0.00  16  0.00 
Total  2,127,000,000  100.00  2,127,000,000  100.00 

Invitel S.A.    In share units 
Company Name  CPF/CNPJ  Nationality  Common
Shares 
%  Preferred 
Shares 
%  Total
Shares 
% 
Investidores Institucionais 
FIP 
01.909.558/ 
0001-57 
Brazilian   545,017,644  31.48  545,017,644  31.48 
CVC International Brazil LP  Cayman   504,767,818  29.15  504,767,818  29.15 
PREVI – Caixa Previdência 
dos Funcionários do Banco 
do Brasil 
33.754.482/ 
0001-24 
Brazilian   334,618,722  19.33  334,618,722  19.33 
Fundação 14 de Previdência 
Privada 
00.493.916/ 
0001-20 
Brazilian   108,512,022  6.27  108,512,022  6.27 
Opportunity Fund  Cayman   106,968,717  6.18  106,968,717  6.18 
Others   131,482,939  7.59  131,482,939  7.59 
Total  1,731,367,862  100.00  1,731,367,862  100.00 

Copart 1 Participações S.A.    In share units 
Company Name  CPF/CNPJ  Nationality  Common 
Shares
 
%  Preferred 
Shares
 
%  Total
Shares
 
% 
Coari Participações S.A.  04.030.087/ 
0001-09 
Brazilian  799  100.00  799  100.00 
José Luís Magalhães Salazar  902.518.577- 00  Brazilian  0.00  0.00 
Total  800  100.00  800  100.00 

Coari Participações S.A.    In share units 
Company Name  CPF/CNPJ  Nationality  Common 
Shares
 
%  Preferred 
Shares
 
%  Total
Shares
 
% 
Telemar Norte Leste S.A.1 33.000.118/ 
0001-79 
Brazilian  5,500,006  100.00  10,999,989  100.00  16,499,995  100.00 
Others  0.00  0.00  0.00 
Total  5,500,011  100.00  10,999,989  100.00  16,500,000  100.00 

_______________________________________________________
1
Publicly traded company (details up to individual level available at CVM).

Page: 78


 
17.01 – REPORT ON SPECIAL REVIEW – NO EXCEPTIONS 
 

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

To the Shareholders, Board of Directors and Management of
Brasil Telecom Participações S.A.
Brasília - DF

1.    We have reviewed the accounting information included in the accompanying interim financial statements of Brasil Telecom Participações S.A. (“Company”) and subsidiaries, for the second quarter ended June 30, 2008, consisting of the individual (Company) and consolidated balance sheets, the related statements of income and cash flows, the performance report and the related notes, prepared under the responsibility of the Company’s management. 
 
2.    Our review was conducted in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Brazilian Federal Accounting Council (CFC), and consisted, principally, of: (a) inquiries of and discussions with certain officials of the Company and its subsidiaries who have responsibility for accounting, financial and operating matters about the criteria adopted in the preparation of the interim financial statements; and (b) review of the information and subsequent events that have, or might have had, material effects on the financial position and results of operations of the Company and its subsidiaries. 
 
3.    Based on our review, we are not aware of any material modifications that should be made to the accounting information included in the interim financial statements referred to in paragraph 1 for them to be in conformity with standards established by the Brazilian Securities and Exchange Commission (CVM), specifically applicable to the preparation of the interim financial statements, including CVM Instruction No. 469/08. 
 
4.    As mentioned in note 2, on December 28, 2007, Law No. 11,638 was enacted, altering, revoking and adding new provisions to Law No. 6,404/76 (Brazilian Corporate Law). This Law is effective for fiscal years beginning on or after January 1, 2008 and introduced changes in Brazilian accounting practices. Although this Law has already become effective, certain changes introduced by it are subject to regulation by regulatory agencies before being fully applied by companies. Accordingly, during this transition phase, CVM, through the Instruction No. 469/08, has permitted companies not to apply all the provisions of Law No. 11,638/07 in the preparation of the interim financial statements. Thus, the accounting information contained in the interim financial statements for the second quarter ended June 30, 2008 have been prepared in conformity with specific instructions of the CVM and do not include all the changes in accounting practices introduced by Law No. 11,638/07. 
 
5.    The accompanying interim financial statements have been translated into English for the convenience of readers outside Brazil. 

Brasília, July 14, 2008, except for Note 42, as to which the date is August 4, 2008

DELOITTE TOUCHE TOHMATSU    Marco Antonio Brandão Simurro 
Auditores Independentes    Engagement Partner 
CRC no. 2 SP 011609/O-8 “F” DF    CRC no. 1 RJ 052000/O-0 "S" DF 

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19.01 - DESCRIPTION OF MODIFIED INFORMATION 
 

The present unbidden re-presentation relates to Chart “16.01 – OTHER INFORMATION CONSIDERED AS RELEVANT BY THE COMPANY” and aims at demonstrating, in its item 2, the allocation of all types of shares that compose the capital stock of the Company. In the version originally filed of this Quarterly Information, such opening was directed to the allocation of common stock.

Page: 80


CONTENTS

GROUP   CHART DESCRIPTION PAGE 
01  01  IDENTIFICATION  1 
01  02  ADDRESS OF COMPANY’S HEADQUARTERS  1 
01  03  INVESTORS RELATIONS OFFICER (Address for correspondence to Company) 1 
01  04  REFERENCE / AUDITOR  1 
01  05  COMPOSITION OF CAPITAL STOCK  2 
01  06  COMPANY’S CHARACTERISTICS  2 
01  07  SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS  2 
01  08  DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER  2 
01  09  ISSUED CAPITAL AND CHANGES IN CURRENT YEAR  3 
01  10  INVESTOR RELATIONS OFFICER  3 
02  01  BALANCE SHEET - ASSETS  4 
02  02  BALANCE SHEET - LIABILITIES  5 
03  01  STATEMENT OF INCOME  7 
04  01  NOTES TO THE FINANCIAL STATEMENTS  9 
05  01  COMMENTS ON THE COMPANY PERFORMANCE IN THE QUARTER  63 
06  01  BALANCE SHEET - CONSOLIDATED ASSETS  64 
06  02  BALANCE SHEET - CONSOLIDATED LIABILITIES  65 
07  01  CONSOLIDATED STATEMENT OF INCOME  67 
08  01  COMMENTS ABOUT CONSOLIDATED PERFORMANCE IN THE QUARTER  69 
09  01  EQUITIES IN CONTROLLED AND/OR AFFILIATED COMPANIES  76 
16  01  OTHER INFORMATION CONSIDERED AS RELEVANT BY THE COMPANY  77 
17  01  REPORT ON SPECIAL REVIEW  79 
19  01  DESCRIPTION OF MODIFIED INFORMATION  80 
    BRASIL TELECOM S.A.   
    NOVA TARRAFA PARTICIPAÇÕES LTDA.   
    NOVA TARRAFA INC.  /76 

Page: 81


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

Date: August 20, 2008

 
BRASIL TELECOM PARTICIPAÇÕES S.A.
By:
/SPaulo Narcélio Simões Amaral

 
Name:  Paulo Narcélio Simões Amaral
Title:     Chief Financial Officer
 

 

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.