##### Table of Contents



As filed with the Securities and Exchange Commission on June 16, 2003

---

---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002


Commission file number: 001-14495

TELE NORDESTE CELULAR PARTICIPAÇÕES S.A.

(Exact name of Registrant as specified in its charter)


|                                                                                       |  |                                                                                  
|-------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------
|Tele Nordeste Cellular Holding Company
(Translation of Registrants name into English) |  | The Federative Republic of Brazil
(Jurisdiction of incorporation or organization)

Avenida Conde da Boa Vista 800
50060-004 Boa Vista, Recife, PE, Brazil
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

|                                                                                          |  |                                                                                          
|----------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|Title of each class
Preferred Shares, without par value*
American Depositary Shares, each |  | Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
|representing 20,000 Preferred Shares                                                      |  |                                                                                          






|* |  | Not for trading, but only in connection with the listing of American
Depositary Shares on the New York Stock Exchange.
|- |  | ----------------------------------------------------------------------------------------------------------------------

Securities registered or to be
registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuers classes of capital or
common stock as of the close of the period covered by this annual report:

130,753,135,918Common
Shares, without par value214,986,483,871Preferred Shares, without par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   [X]   No  [  ]

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 [  ]    Item 18   [X]



---

---





---

TABLE OF CONTENTS



|                             |                                                                                         |  |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PRESENTATION OF INFORMATION 
|FORWARD-LOOKING INFORMATION 
|PART I                      
|                             | Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                          
|                             | Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE                                        
|                             | Item 3. KEY INFORMATION                                                                
|                             | ITEM 4. INFORMATION ON THE COMPANY                                                     
|                             | ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                   
|                             | ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                     
|                             | ITEM 7. MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS                              
|                             | ITEM 8. FINANCIAL INFORMATION                                                          
|                             | ITEM 9. THE OFFER AND LISTING                                                          
|                             | ITEM 10. ADDITIONAL INFORMATION                                                        
|                             | ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                    
|                             | ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                        
|PART II                     
|                             | ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                               
|                             | ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS
|                             | ITEM 15. CONTROLS AND PROCEDURES                                                       
|                             | ITEM 16. CODE OF ETHICS                                                                
|PART III                    
|                             | ITEM 17. FINANCIAL STATEMENTS                                                          
|                             | ITEM 18. FINANCIAL STATEMENTS                                                          
|Independent Auditors Report
|                             | ITEM 19 EXHIBITS                                                                       
|                             | INDEX OF DEFINED TERMS                                                                 
|                             | TECHNICAL GLOSSARY                                                                     
|BY-LAWS                     
|MANAGEMENT AGREEMENT        
|AUTHORIZATION AGREEMENT     
|AUTHORIZATION AGREEMENT     
|AUTHORIZATION AGREEMENT     
|AUTHORIZATION AGREEMENT     
|AUTHORIZATION AGREEMENT     
|AUTHORIZATION AGREEMENT     
|LIST OF SUBSIDIARIES        
|CERTIFICATION               



---



##### Table of Contents



TABLE OF CONTENTS

|                            |  |                                                                                |  |     
|--------------------------- |  | ------------------------------------------------------------------------------ |  | ----
|                            |  |                                                                                |  | Page
|                            |  |                                                                                |  |     
|Presentation of Information |  | iii                                                                           
|Forward-Looking Information |  | iii                                                                           
|                            |  | PART I                                                                         |  |     
|Item 1.                     |  | Identity of Directors, Senior Management and Advisers                          |  | 1   
|Item 2.                     |  | Offer Statistics and Expected Timetable                                        |  | 1   
|Item 3.                     |  | Key Information                                                                |  | 1   
|Item 4.                     |  | Information on the Company                                                     |  | 12  
|Item 5.                     |  | Operating and Financial Review and Prospects                                   |  | 35  
|Item 6.                     |  | Directors, Senior Management and Employees                                     |  | 48  
|Item 7.                     |  | Major Shareholders and Related-Party Transactions                              |  | 53  
|Item 8.                     |  | Financial Information                                                          |  | 54  
|Item 9.                     |  | The Offer and Listing                                                          |  | 57  
|Item 10.                    |  | Additional Information                                                         |  | 61  
|Item 11.                    |  | Quantitative and Qualitative Disclosures About Market
Risk                     |  | 71  
|Item 12.                    |  | Description of Securities Other Than Equity Securities                         |  | 72  
|                            |  | PART II                                                                        |  |     
|Item 13.                    |  | Defaults, Dividend Arrearages and Delinquencies                                |  | 72  
|Item 14.                    |  | Material Modifications to the Rights of Securities
Holders and Use of Proceeds |  | 72  
|Item 15.                    |  | Controls and Procedures                                                        |  | 72  
|Item 16.                    |  | Code of Ethics                                                                 |  | 73  
|                            |  | PART III                                                                       |  |     
|Item 17.                    |  | Financial Statements                                                           |  | 73  
|Item 18.                    |  | Financial Statements                                                           |  | 73  
|Item 19.                    |  | Exhibits                                                                       |  | 74  
|Index of Defined Terms      |  | 76                                                                            
|Technical Glossary          |  | 78                                                                            

ii



---



##### Table of Contents






PRESENTATION OF INFORMATION

In this annual report, Tele Nordeste Celular Participações S.A. is
referred to as the Holding Company. Its subsidiaries, Telpe Celular S.A.
(Telpe Celular), Telpa Celular S.A. (Telpa Celular), Telern Celular S.A.
(Telern Celular), Teleceará Celular S.A. (Teleceará Celular), Telepisa
Celular S.A. (Telepisa Celular) and Telasa Celular S.A. (Telasa Celular),
are collectively referred to as the Subsidiaries. The Holding Company and the
Subsidiaries are referred to collectively as we or us.

The Holding Company is one of the companies formed as a result of the
breakup of Telecomunicações Brasileiras S.A.  Telebrás (Telebrás) by
Brazils federal government (the Federal Government) in May 1998. Each of
the Subsidiaries was formed in January 1998 by spinning off the cellular
telecommunications operations of an operating company formerly controlled by
Telebrás (collectively, the Predecessor Companies). References to operations
of the Company prior to January 1998 are to the cellular operations of one or
more Predecessor Companies. See Item 4. Information on the Company   Our
History and Development.

References in this annual report to (i) the real, reaisor R$ are to
the Brazilian real(singular) and Brazilian reais(plural) and (ii) U.S.
dollars, dollars or US$ are to United States dollars. References to the
Preferred Shares and the Common Shares are to the preferred shares and
common shares, respectively, of the Holding Company. References to American
Depositary Shares or ADSs are to American Depositary Shares, each
representing 20,000 Preferred Shares. The ADSs are evidenced by American
Depositary Receipts (ADRs).

Certain terms are defined the first time they are used in this annual
report. The Index of Defined Terms that begins on page 75 lists those terms
and where they are defined. The Technical Glossary that begins on page 77
provides definitions of certain technical terms used herein.




FORWARD-LOOKING INFORMATION

This annual report contains forward-looking statements. We and our
representatives also may make forward-looking statements in press releases and
oral statements. Statements that are not statements of historical fact,
including statements about the beliefs and expectations of our management, are
forward-looking statements. The words anticipate, believe, estimate,
expect, forecast, intend, plan, predict, project and target, and
similar words are intended to identify these statements, which necessarily
involve known and unknown risks and uncertainties. Known risks and
uncertainties, some of which are discussed on pages 5 to 12 herein, include,
but are not limited to, those resulting from the short history of our
operations as an independent, private sector entity and the introduction of
competition to, and the size of, the Brazilian telecommunications sector, as
well as those relating to the cost and availability of financing, the
performance of the Brazilian economy generally, the levels of exchange rates
between Brazilian and foreign currencies and the Federal Governments
telecommunications policy. Accordingly, the actual results of our operations
may be different from our current expectations, and the reader should not place
undue reliance on these forward-looking statements. Forward-looking statements
speak only as of the date they are made, and we do not undertake any obligation
to update them in light of new information or future developments.

iii



---



##### Table of Contents






PART I




Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.




Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.




Item 3. KEY INFORMATION

Selected Financial Data

The selected financial information presented below should be read in
conjunction with our consolidated financial statements as of December 31, 2001
and 2002 and for the years ended December 31, 2000, 2001 and 2002 (the
Consolidated Financial Statements). Our consolidated financial statements
for the year ended December 31, 2000 have been audited by KPMG Auditores
Independentes (KPMG). Our consolidated financial statements as of and for
the years ended December 31, 2001 and 2002 have been audited by Ernst & Young
Auditores Independentes (E&Y). The reports of KPMG and E&Y on the
consolidated financial statements that they respectively audited appear
elsewhere in this annual report. The following paragraphs discuss some
important features of the presentation of the selected financial information
and the Consolidated Financial Statements. These features should be kept in
mind in evaluating the selected financial information and in reading Item 5.
Operating and Financial Review and Prospects.

Corporate
Law Method, Brazillian GAAP and U.S. GAAP

Our Consolidated Financial Statements have been prepared in accordance
with the Brazilian Corporate Law accounting method (the Corporate Law
Method), which differs in certain material respects from U.S. GAAP. For many
years prior to 2000, we prepared our financial statements for purposes of
filing reports with the Securities and Exchange Commission (the Commission)
in accordance with a specific rule published by the Brazilian Institute of
Accountants (Brazilian GAAP). The accounting principles embodied in
Brazilian GAAP and the Corporate Law Method are generally identical, except
that Brazilian GAAP requires historical financial information to be restated in
constant reaisas of the end of the period presented, using the integral
restatement method (correção monetária integral), except when, by determination
of the Brazilian Institute of Accountants, the rate of inflation for the period
is so low as to render insignificant the effect of any such restatement. Early
in 2001, the Commission announced that Brazilian companies could present their
financial information in accordance with the Corporate Law Method, which has
excluded monetary restatement of historical financial information since 1995,
following the end of hyperinflation in Brazil in the early 1990s. In
connection with the change in accounting methods in fiscal year 2000, we
restated our financial statements for all prior periods for consistent
presentation. The Corporate Law Method differs in certain material respects
from generally accepted accounting principles in the United States (U.S.
GAAP). See Note 26 to our Consolidated Financial Statements for a summary of
the differences between the Corporate Law Method and U.S. GAAP, as well as a
reconciliation to U.S. GAAP of our shareholders equity as of December 31, 2001
and 2002, and net income for the years ended December 31, 2000, 2001 and 2002.

Accounting Consequences of the Breakup of Telebrás

The formations of the Holding Company and the Subsidiaries have been
accounted for as a reorganization of entities under common control in a manner
similar to a pooling of interests. In January 1998, the assets and liabilities
of the cellular telecommunications businesses of Telpe Celular, Telpa Celular,
Telern Celular, Teleceará Celular, Telepisa Celular and Telasa Celular were
transferred to the Holding Company at their indexed historical cost. In
addition, the assets that were transferred from Telebrás to us resulted in an
increase of R$22.2 million compared to our historical divisional equity. The amount of our current
distributable retained earnings includes retained earnings allocated to us in
the Breakup of Telebrás.





---



##### Table of Contents



Corporate Reorganization to Transfer Goodwill

On June 30, 2000, our management implemented a corporate restructuring to
transfer to our Subsidiaries the premium (Goodwill) paid by Bitel
Participações S.A. (Bitel) for the acquisition of control of Tele Nordeste
Celular. The Goodwill was recorded as an asset. The transfer of Goodwill
resulted in a potential tax benefit, increasing our ability to generate free
cash flow. Commencing in 1998, the Goodwill was amortized by Bitel using an
amortization rate of 4% per annum. After the transfer to our Subsidiaries, the
balance of the Goodwill has been amortized under the straight-line method over
the remaining eight years. See Note 1(b) to our Consolidated Financial
Statements. The amortization of Goodwill is expected to reduce our
consolidated operating income in future years, and to reduce our Subsidiaries
income and social contribution taxes payable in those years, not affecting the
consolidated net operating income.

Minority Interests

For 1998, 1999, 2000 and 2001, minority interests reflect the interest
of shareholders other than Tele Nordeste Celular in each of Telpe Celular,
Telpa Celular, Telern Celular, Teleceará Celular, Telepisa Celular and Telasa
Celular. On December 31, 2002, minority shareholders owned 21.3% of Telpe
Celular, 20.0% of Teleceará Celular, 28.1% of Telpa Celular, 23.8% of Telern
Celular, 21.2% of Telasa Celular and 20.6% of Telepisa Celular.

2



---



##### Table of Contents



Selected Financial Data

|                                                                  |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |          |  
|----------------------------------------------------------------- | ------------------------------------ |  | ----------------------- | ------- | ---- |  | ------------------------ | -------- | ---- |  | -------- | -------- | - |  | -------- | -------- | - |  | -------- | -------- | -
|                                                                  |                                      |  | Year ended December 31,
|                                                                  |                                      |  |                        
|                                                                  |                                      |  | 1998                    |         | 1999 |  | 2000                     |          | 2001 |  | 2002    
|                                                                  |                                      |  |                         |         |      |  |                          |          |      |  |         
|                                                                  |                                      |  |                         |         |      |  | (thousands of reais) (1) |          |      |  |         
|Income Statement Data                                             |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|Corporate Law Method                                              |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|Net operating revenue                                             |                                      |  | 469,664                 |         |      |  | 674,853                  |          |      |  | 845,620  |          |   |  | 826,250  |          |   |  | 921,522  |         
|Cost of services and goods                                        |                                      |  | (185,405                | )       |      |  | (369,214                 | )        |      |  | (380,702 | )        |   |  | (362,289 | )        |   |  | (389,383 | )       
|                                                                  |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|Gross profit                                                      |                                      |  | 284,259                 |         |      |  | 305,639                  |          |      |  | 464,918  |          |   |  | 463,961  |          |   |  | 532,139  |         
|Operating expenses:                                               |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|                                                                  | Selling expenses                     |  |                         | (70,883 | )    |  |                          | (146,945 | )    |  |          | (233,850 | ) |  |          | (187,996 | ) |  |          | (177,236 | )
|                                                                  | General and administrative expenses  |  |                         | (32,431 | )    |  |                          | (68,631  | )    |  |          | (87,892  | ) |  |          | (95,986  | ) |  |          | (95,298  | )
|                                                                  | Other net operating income (expense) |  |                         | 7,501   |      |  |                          | 3,381    |      |  |          | (15,671  | ) |  |          | (28,502  | ) |  |          | (44,510  | )
|                                                                  |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|Operating income before interest                                  |                                      |  | 188,446                 |         |      |  | 93,444                   |          |      |  | 127,505  |          |   |  | 151,477  |          |   |  | 215,095  |         
|Net financial expenses                                            |                                      |  | (7,425                  | )       |      |  | (81,127                  | )        |      |  | (82,317  | )        |   |  | (42,158  | )        |   |  | (6,452   | )       
|                                                                  |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|Operating income                                                  |                                      |  | 181,021                 |         |      |  | 12,317                   |          |      |  | 45,188   |          |   |  | 109,319  |          |   |  | 208,643  |         
|Net non-operating income (expense)                                |                                      |  | (357                    | )       |      |  | (4,646                   | )        |      |  | 2,441    |          |   |  | (2,155   | )        |   |  | (3,120   | )       
|                                                                  |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|Income before taxes                                               |                                      |  | 180,664                 |         |      |  | 7,671                    |          |      |  | 47,629   |          |   |  | 107,164  |          |   |  | 205,523  |         
|Income and social contribution taxes                              |                                      |  | (46,309                 | )       |      |  | 4,375                    |          |      |  | (9,915   | )        |   |  | (20,123  | )        |   |  | (48,402  | )       
|                                                                  |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|Income before minority interests                                  |                                      |  | 134,355                 |         |      |  | 12,046                   |          |      |  | 37,714   |          |   |  | 87,041   |          |   |  | 157,121  |         
|Minority interests                                                |                                      |  | (30,320                 | )       |      |  | (2,625                   | )        |      |  | (11,060  | )        |   |  | (21,511  | )        |   |  | (38,547  | )       
|                                                                  |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|Net income                                                        |                                      |  | 104,035                 |         |      |  | 9,421                    |          |      |  | 26,654   |          |   |  | 65,530   |          |   |  | 118,574  |         
|                                                                  |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|Net income per 20,000 shares
outstanding (reais)                  |                                      |  | 6.31                    |         |      |  | 0.56                     |          |      |  | 1.59     |          |   |  | 3.88     |          |   |  | 6.86     |         
|Dividends per 20,000 shares
outstanding (reais) (2)               |                                      |  | 1.74                    |         |      |  | 0.59                     |          |      |  | 0.62     |          |   |  | 1.15     |          |   |  | 1.63     |         
|Dividends (2)                                                     |                                      |  | 28,620                  |         |      |  | 9,882                    |          |      |  | 10,319   |          |   |  | 19,438   |          |   |  | 28,161   |         
|U.S. GAAP                                                         |                                      |  |                         |         |      |  |                          |          |      |  |          |          |   |  |          |          |   |  |          |         
|Operating income                                                  |                                      |  | 184,181                 |         |      |  | 77,080                   |          |      |  | 144,893  |          |   |  | 164,054  |          |   |  | 237,638  |         
|Net income (loss)                                                 |                                      |  | 96,717                  |         |      |  | 355                      |          |      |  | 30,060   |          |   |  | 61,365   |          |   |  | 102,466  |         
|Net income (loss) per 20,000 Common
Shares outstanding (reais)    |                                      |  | 5.87                    |         |      |  | 0.02                     |          |      |  | 1.80     |          |   |  | 3.65     |          |   |  | 5.99     |         
|Net income (loss) per 20,000 Preferred
Shares outstanding (reais) |                                      |  | 5.87                    |         |      |  | 0.02                     |          |      |  | 1.80     |          |   |  | 3.65     |          |   |  | 5.99     |         

3



---



##### Table of Contents



|                                   |  |                 |         |      |  |                          |           |      |  |      |           |  |  |  |           |  |  |  |           | 
|---------------------------------- |  | --------------- | ------- | ---- |  | ------------------------ | --------- | ---- |  | ---- | --------- |  |  |  | --------- |  |  |  | --------- | 
|                                   |  | At December 31,
|                                   |  |                
|                                   |  | 1998            |         | 1999 |  | 2000                     |           | 2001 |  | 2002
|                                   |  |                 |         |      |  |                          |           |      |  |     
|                                   |  |                 |         |      |  | (thousands of reais) (2) |           |      |  |     
|Balance Sheet Data(1)              |  |                 |         |      |  |                          |           |      |  |      |           |  |  |  |           |  |  |  |           | 
|Corporate Law Method               |  |                 |         |      |  |                          |           |      |  |      |           |  |  |  |           |  |  |  |           | 
|Property, plant and equipment, net |  |                 | 498,170 |      |  |                          | 644,020   |      |  |      | 718,578   |  |  |  | 687,747   |  |  |  | 580,910   | 
|Total assets                       |  |                 | 695,634 |      |  |                          | 961,569   |      |  |      | 1,239,253 |  |  |  | 1,265,935 |  |  |  | 1,401,353 | 
|Loans and financing                |  |                 | 116,420 |      |  |                          | 323,864   |      |  |      | 407,043   |  |  |  | 348,311   |  |  |  | 333,689   | 
|Shareholders equity                |  |                 | 354,552 |      |  |                          | 354,091   |      |  |      | 575,884   |  |  |  | 621,976   |  |  |  | 710,145   | 
|U.S. GAAP                          |  |                 |         |      |  |                          |           |      |  |      |           |  |  |  |           |  |  |  |           | 
|Property, plant and equipment, net |  |                 | 536,244 |      |  |                          | 684,154   |      |  |      | 765,410   |  |  |  | 725,644   |  |  |  | 612,109   | 
|Total assets                       |  |                 | 733,707 |      |  |                          | 1,001,703 |      |  |      | 1,284,347 |  |  |  | 1,299,982 |  |  |  | 1,428,348 | 
|Loans and financing                |  |                 | 109,736 |      |  |                          | 318,693   |      |  |      | 395,938   |  |  |  | 354,995   |  |  |  | 390,134   | 
|Shareholders equity                |  |                 | 374,236 |      |  |                          | 364,709   |      |  |      | 588,418   |  |  |  | 630,345   |  |  |  | 702,406   | 



---

|(1) |  | Information from 1998 to 2002 is presented in nominal reaisunder both
the Corporate Law Method and U.S. GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Dividends from profits generally are not subject to Brazilian income tax
withholding. Dividends in the form of interest on capital paid to
shareholders are deductible from our net profits for tax purposes, but the
recipient of such distributions is subject to Brazilian corporate or
individual income tax withholding with respect to such payments. See
Item 10. Additional Information   Taxation   Brazilian Tax
Considerations   Distributions of Interest on Capital. The dividend
information presented reflects amounts before any withholding tax on
interest on capital. Interest on capital paid in 1998, 1999, 2000 and
2001 was subject to withholding tax of R$4,415, R$1,482, $1,153 and
R$1,200, respectively. We did not pay any interest on capital in 2002.

Exchange Rates

The Holding Company pays any cash dividends, interest on net worth and any
other cash distributions with respect to the Preferred Shares in reais.
Accordingly, exchange rate fluctuations will affect the U.S. dollar amounts
received by the holders of ADSs on conversion by the Depositary of dividends
and other distributions in Brazilian currency on the Preferred Shares
represented by the ADSs. Fluctuations in the exchange rate between Brazilian
currency and the U.S. dollar will affect the U.S. dollar equivalent of the
price of the Preferred Shares on the Brazilian stock exchanges. In addition,
exchange rate fluctuations also may affect the Holding Companys results of
operations. See Item 5. Operating and Financial Review and Prospects 
Foreign Exchange and Interest Rate Exposure. We have hedging agreements in
place to cover exchange rate risk in respect of payments of principal on all of
our foreign currency-denominated indebtedness. See Item 5. Operating and
Financial Review and Prospects   Foreign Exchange and Interest Rate
Exposure.

There are two legal currency exchange markets in Brazil: the commercial
rate currency exchange market (Commercial Market) and the floating rate
currency exchange market (Floating Market). The Commercial Market is
reserved primarily for currency exchange transactions in connection with
foreign trade transactions, and transactions that generally require prior
approval from Brazilian monetary authorities, such as the purchase and sale of
foreign investments registered with the Brazilian Central Bank (Central
Bank). Commercial Market transactions may be carried out exclusively through
a Brazilian financial institution authorized to operate in this market. As
used herein, the Floating Market applies to currency exchange transactions in
connection with transactions other than the ones conducted through the
Commercial Market.

Between March 1995 and January 1999, the Central Bank maintained a band
within which the exchange rate between the realand the U.S. dollar fluctuated,
and the Central Bank intervened in the foreign exchange markets from time to
time in order to keep the currency exchange rate within these limits. In early
January 1999, the Central Bank attempted a controlled devaluation of the real
by widening the band within which the real/U.S. dollar rate was permitted to
fluctuate, but subsequent Central Bank intervention failed to keep the exchange
rate within the new band. On January 15, 1999, the Central Bank announced that
the realwould be permitted to float freely, with

4



---



##### Table of Contents



Central Bank intervention to take place only in times of extreme
volatility. Since January 20, 1999, there has been no exchange rate band
between the realand the U.S. dollar, and the realvalue of the dollar has been
allowed to float. During this time, the Central Bank has intervened only
occasionally to control unstable movements in foreign exchange rates, and the
real-U.S dollar exchange rate has experienced considerable fluctuations. From
January 20, 1999 to June 6, 2003, the realdepreciated by approximately 45.23%
relative to the U.S dollar. We cannot predict whether the Central Bank will
continue to allow the realto float or whether realforeign-exchange rates will
remain stable. See   Risk Factors  Risks Relating to Brazil  Brazilian
political and economic conditions have a direct impact on our business and the
market price of the Preferred Shares and ADSs and   A substantial
devaluation of the realmay affect our ability to meet our foreign
currency-denominated obligations and result in a decline in the market prices
of the Preferred Shares and ADSs.

The following table sets forth the Noon Buying Rate, published by the
Federal Reserve Bank of New York, expressed in reaisper U.S. dollar, for the
periods indicated.

|                            |  |             |        |      |  |     |        |  |  |  |        | 
|--------------------------- |  | ----------- | ------ | ---- |  | --- | ------ |  |  |  | ------ | 
|                            |  | Average for |        |      |  |     |        |  |  | 
|Period                      |  | Period (1)  |        | High |  | Low
|                            |  |             |        |      |  |    
|1998                        |  |             | 1.1604 |      |  |     | 1.2090 |  |  |  | 1.1162 | 
|1999                        |  |             | 1.8135 |      |  |     | 2.2000 |  |  |  | 1.2074 | 
|2000                        |  |             | 1.8330 |      |  |     | 1.9840 |  |  |  | 1.7230 | 
|2001                        |  |             | 2.3220 |      |  |     | 2.7850 |  |  |  | 1.9720 | 
|2002                        |  |             | 2.9969 |      |  |     | 3.9450 |  |  |  | 2.2650 | 
|December 2002               |  |             | 3.6268 |      |  |     | 3.7950 |  |  |  | 3.4390 | 
|January 2003                |  |             | 3.4375 |      |  |     | 3.6590 |  |  |  | 3.2650 | 
|February 2003               |  |             | 3.5955 |      |  |     | 3.6640 |  |  |  | 3.5350 | 
|March 2003                  |  |             | 3.4567 |      |  |     | 3.5700 |  |  |  | 3.3320 | 
|April 2003                  |  |             | 3.1090 |      |  |     | 3.3290 |  |  |  | 2.8870 | 
|May 2003                    |  |             | 2.9517 |      |  |     | 3.0200 |  |  |  | 2.8750 | 
|2003 (through June 6, 2003) |  |             | 3.1935 |      |  |     | 3.6640 |  |  |  | 2.8750 | 



---

|(1) |  | Average of the rates on the last day of each month in the period.
|--- |  | -----------------------------------------------------------------

On June 6, 2003, the Noon Buying Rate was R$2.8850 to US$1.00.

Brazilian law provides that, whenever there is a serious imbalance in
Brazils balance of payments or serious reasons to foresee such imbalance,
temporary restrictions may be imposed on remittances of foreign capital abroad.
For approximately six months in 1989, and early 1990, for example, the Federal
Government froze all dividend and capital repatriations that were owed to
foreign equity investors. These amounts were subsequently released in
accordance with Federal Government directives. There can be no assurance that
similar measures will not be taken by the Federal Government in the future.

Risk Factors

Risks Relating to Us

The conversion of our SMC concessions into PCS authorizations will have a
significant impact on our business

In December 2002, our Subsidiaries converted their respective concessions
to operate under Cellular Mobile Service (SMC) regulations into
authorizations to operate under Personal Communications Services (PCS)
regulations. The SMC regulations differ significantly from the PCS
regulations. We expect to meet our obligations under the PCS regulations, but
there is no assurance that we will be able to do so. A failure to comply with
the PCS regulations may have a material adverse effect on our business,
financial condition and results of operations.
5Table of ContentsWe may not receive as much interconnection revenue as we receive today.In order for a customer of another telecommunications service provider to
connect to one of our customers, it will be necessary to use a portion of our
network. In situations like these, when our network is used for a call
initiated by a customer of another telecommunications service provider
(Incoming Call), we are paid a fee by that service provider for every minute
our network is used. Similarly, we pay a fee to other telecommunications
service providers for every minute that their network is used in connection
with calls originating from our customers (Outgoing Call). Our customers may
spend more time placing Outgoing Calls than receiving Incoming Calls. As a
result, we may receive less interconnection revenue or pay more interconnection
fees than we presently do, with adverse effects to our financial condition and
results of operation. Furthermore, as a result of our conversion to PCS
authorizations, we will be subject to the CSP (Código de Seleção de Prestadora)
Program promulgated by Anatel under the PCS regulations, which will allow
customers to choose long distance carriers on a per call basis. While under
the concessions, we had the right to charge VC2 and VC3 rates for long distance
calls placed by our customers. Upon the effectiveness of the CSP Program, the
Company will no longer have the right to charge VC2 and VC3 rates for long
distance calls. As a result, we may receive less interconnection revenue, with
adverse effects to our business, financial condition and results of operations.The technology we use has limitations that could restrict our ability to
switch to more advanced technologies.The Brazilian wireless telecommunications market is experiencing
significant technological changes, as evidenced by:
    
    the introduction by Anatel of the PCS regime, under
which telecommunications service providers are allowed to use the
advanced global system for mobile communication technology
(GSM);
    
    shorter time periods between the introduction of new
telecommunication products and their required enhancements or
replacements; and
    
    ongoing improvements in the capacity and quality of
digital technology available in Brazil.We currently use time-division multiple access technology (TDMA) in our
cellular telecommunications services we provide and plan to offer GSM, as well,
during the second half of 2003.We rely on a small number of suppliers and vendors, and if they fail to
provide us with services or equipment on a timely and cost-effective basis,
our business could be adversely affected.We rely on a small group of vendors for our switch and cellular site
equipment. If we had to replace our primary suppliers of switch and cellular
equipment, we would suffer additional costs and delays on our current
replacement schedules. We may have to change our suppliers and vendors in the
future, resulting in material adverse effects to our business, financial
condition and results of operations.Our business is dependent on our ability to expand our services and to
maintain the quality of the services provided.Our business, as a cellular telecommunications services provider, depends
on our ability to manage successfully our expansion and on continuous
investments in connection with our cellular telecommunications services
network. We believe our expected growth will require, among other things:
    
    continuous development of our operational and administrative systems;
    
    increasing marketing activities; and
    
    attracting, training and retaining qualified management, technical and sales personnel.6Table of ContentsThese activities are expected to place significant demand on our
managerial, operational and financial resources. Failure to successfully
manage our expected growth could impair our ability to maintain the quality of
our services, with adverse effects to our business, financial condition and
results of operations.We face increasing competition, which may adversely affect our market share
and marginsOur results of operations have been adversely affected by the opening of
the Brazilian market for cellular telecommunications services to competition in
1996. Several licenses have been granted for cellular telecommunications
services in our areas of authorization, and the Federal Government began
auctioning additional PCS licenses on frequency ranges referred to as Bands C,
D and E during 2001.As a result, we are facing greater competition, which increased after PCS
providers began operations in 2002. Although we estimate our market share for
the entire authorization area at 59% on March 31, 2003, the cost of maintaining
this market share has increased while margins have decreased due to higher
client acquisition costs, such as those arising from selling commissions and
discounts. In the future, we also may incur higher advertising costs and
experience greater competitive pressure on pricing.The level of competition from fixed-line service providers also is
increasing, following the Federal Governments grant, in February 1999, of a
second concession to provide fixed-line telecommunications services in a region
that includes the Region where we provide cellular telecommunication services.Competition from other wireless telecommunications services, such as
digital trunking and paging services, may increase with certain changes in
economic conditions, such as increases in unemployment, because these services
are generally less expensive than cellular telecommunications services.
Technological changes in the telecommunications field, such as the development
of PCS and mobile satellite services, are expected to introduce additional
sources of competition.Increasing competition may continue to adversely affect our market share
and margins. Increased competition may cause us increasing rates of customer
turnover, adversely affecting our business, financial condition and results of
operations. Our ability to compete successfully will depend on marketing and
on our ability to anticipate and respond to competitive factors affecting the
industry, including new services that may be introduced, changes in consumer
preferences, demographic trends, economic conditions and discount pricing
strategies by competitors. Competition in the industry promises to be
substantial and has already pushed us to adjust our marketing strategies. We
may face competitors with greater access to financial resources and capital
markets than us. We cannot predict which of many possible factors will be
important to maintain our competitive position or what expenditures will be
required to develop and provide such technologies, products or services.We may experience a high rate of customer turnover which could increase our
costs of operations and reduce our revenueChurn reflects the number of customers who have their service terminated
during a period, expressed as a percentage of the simple average of customers
at the beginning and end of the period. Our rate of customer churn was 15.7%
in 1999, 26.5% in 2000, 18.4% in 2001 and 23.2% in 2002. The increase in
customer churn in 2002 was due mainly to an increase in involuntary churn.
Involuntary churn (the rate at which customers have their service terminated
by us) is primarily a consequence of adverse economic conditions in Brazil.
Pursuant to government regulations, we are required to provide cellular
telecommunications service to all individual applicants, regardless of income
level, in the order in which applications are received. We are unable to deny
service to persons whom we believe may have difficulties maintaining their
accounts. Voluntary churn (the rate at which customers voluntarily have
their service terminated) was 18.7% in 2000, 15.7% in 2001 and 7.2% in 2002.
Our high voluntary churn rate in 2000 and 2001 was a result of our competitors
aggressive subsidization of handset sales and customers leaving our postpaid
service plans in favor of our prepaid service plans. We experienced a decrease
in our voluntary churn rate in 2002 due to the implementation of a strategy to
protect market share aggressively and proactively and a reduction in the amount
of subsidies offered by competitors on handset sales. As indicated by our past
rates of custom churn, we may experience a high rate of customer turnover which
could increase our cost of operations and reduce our revenue.7Table of ContentsWe are dependent on fourth quarter resultsWe have experienced a trend of generating a significantly higher number of
new clients and handset sales in the fourth quarter of each year as compared to
the other three fiscal quarters. There can be no assurance that strong fourth
quarter results from new clients and handset sales will continue in future
years.We may be unable to respond to the recent trend toward consolidation in the
Brazilian wireless telecommunications market.We believe there has been a trend of consolidation in the Brazilian
telecommunications market, with possible joint ventures, mergers and
acquisitions among telecommunications service providers in the future. If such
consolidation occurs, it may result in increased competition within our market.
We may be unable to adequately respond to pricing pressures resulting from
consolidation in our market, adversely affecting our business, financial
condition and results of operations.Our controlling shareholder may exercise its control in a manner that
differs from the best interests of other shareholders.Telecom Italia Mobile S.p.A. (TIM), a corporation organized under the
laws of Italy, indirectly owned approximately 52.32% of our Common Shares and
2.25% of our total capital on December 31, 2002. TIM has had the ability to
determine those actions of ours that require shareholder approval, including
the election of a majority of our directors and, subject to Brazilian law, the
payment of dividends and other distributions. In addition, TIM may exercise
this control in a manner that differs from the best interests of other
shareholders.Risks Relating to the Brazilian Telecommunications IndustryWe are subject to various obligations in the performance of our activities,
with which we may be unable to comply.We are subject to compliance with various obligations arising from
different laws and regulations in the performance of our telecommunications
services, including, but not limited to, the obligations arising from the
following:
    
    the rules set forth by Anatel;
    
    the authorizations granted to our Subsidiaries; and
    
    the General Telecommunications Law (Lei no. 9, 472/97, as amended).We believe we are materially in compliance with our obligations arising out of
such laws, regulations and authorizations, but we cannot give you any assurance
that we will be able to continue to do so in the future. In addition, changes
in the laws and regulations to which we are subject, including those changes in
response to technological advances that we may not be able to implement, may
render us unable to comply with our obligations in the future, with material
adverse effects to our business, financial condition and results of operations.
Furthermore, the Lula administration has indicated that it will take a more
active role in regulating the telecommunications sector. We cannot predict the
impact of any of these regulatory developments on our business, financial
condition and results of operations.Risks Relating to BrazilBrazilian political and economic conditions may have a material adverse
effect on our business and a direct impact on the market price of the
Preferred Shares and ADSs.The Brazilian economy has been characterized by significant involvement on
the part of the Brazilian government, which often changes monetary, credit and
other policies to influence Brazils economy. The Brazilian governments
actions to control inflation and effect other policies have often involved,
among other things, high8Table of Contentsinterest rate environments, currency devaluations and
exchange controls, tariff and import quotas, electricity consumption controls,
and other measures, such as the freezing of bank accounts, which occurred in
1990.Actions taken by the Brazilian government concerning the economy may have
important effects on Brazilian corporations and other entities, including us,
and on market conditions and prices of Brazilian securities, including our
Preferred Shares and ADSs. Our financial condition and results of operations
may be adversely affected by the following factors and the Brazilian
governments response to these factors:
    
    devaluations and other exchange rate movements;
    
    inflation;
    
    exchange control policies;
    
    social instability;
    
    price instability;
    
    energy shortages;
    
    interest rates;
    
    liquidity of domestic capital and lending markets;
    
    tax policy; and
    
    other political, diplomatic, social and economic developments in or affecting Brazil.In addition, we cannot predict the effect that the policies of the Lula
administration, which took office in January 2003, may have on Brazilian
economic conditions or on our financial condition or results of operations.
The Lula administration has announced that it expects to implement reforms in
the Brazilian social security and welfare systems to address underfunding and
in Brazils tax and bankruptcy laws. To date, no significant legislative or
regulatory changes have been made by the Brazilian government. Future
developments or non-developments in the Brazilian economy and government
policies may reduce demand for our services or products, adversely affect its
financial condition and results of operations, and impact the market price of
the Preferred Shares and ADSs.Devaluation of the real may adversely affect Brazilian economic conditions
and our financial condition.Devaluation of the real relative to the U.S. Dollar could create
additional inflationary pressures in Brazil by generally increasing the price
of imported products and requiring recessionary governmental policies to curb
inflation. On the other hand, appreciation of the real against the U.S. Dollar
may lead to a deterioration of the countrys current account and the balance of
payments, as well as dampen export-driven growth. The potential impact of the
floating exchange rate and of measures by the Brazilian government aimed at
stabilizing the real is uncertain.A devaluation of the real may affect our ability to meet our foreign
currency-denominated obligations and result in a decline in the market
prices of our Preferred Shares and ADSs.Brazilian currency historically has suffered frequent devaluations. As a
result of inflationary pressures, the realand its predecessor currencies have
been devalued periodically over the last four decades. During this period, the
Brazilian government has implemented various economic plans and utilized a
number of exchange rate policies, including sudden devaluations, periodic
mini-devaluations, during which the frequency of adjustments has ranged from
daily to monthly, floating exchange rate systems, exchange controls and dual
exchange rate markets. From time to time, there have been significant
fluctuations in the exchange rates between the realand the U.S. Dollar and
other currencies. See Item 3  Selected Financial Data  Exchange Rates
for more information on exchange rates.9Table of Contents

The realfell in value relative to the U.S. dollar by 18.7% and 52.3% in
2001 and 2002, respectively. During 2001, the realexperienced a period of
significant devaluation, due in part to the economic uncertainties in
Argentina, the global economic slowdown and the energy crisis in Brazil.
During 2002, the realexperienced further devaluation, due in part to the continued global economic slowdown and
speculation related to the Presidential election in October 2002.

A depreciation of the realcould significantly increase the cost in reais
of dollar-determined costs, such as those that we may need to incur in
connection with new investments to upgrade technology (for example, from our
current TDMA technology to GSM technology). In the event of a significant
devaluation of the realin relation to the U.S. dollar or other currencies, our
ability to meet our foreign-currency denominated obligations could be adversely
affected, because our revenues are primarily reais-based. Further devaluations
of the realrelative to the U.S. dollar would reduce the U.S. dollar value of
distributions and dividends on the ADSs and also may reduce the market prices
of our Preferred Shares and the ADSs.

If Brazil experiences substantial inflation in the future, the market prices
of our Preferred Shares and ADSs may be reduced.

In the past, Brazil has experienced extremely high rates of inflation.
According to Brazils general price index (IGP-M),the inflation rate was
20.1% in 1999, 9.9% in 2000, 10.4% in 2001, 25.3% in 2002 and 6.3% for the
three months ended March 31, 2003. Inflation itself and some governmental
measures to combat inflation in the past have had significant negative effects
on the Brazilian economy. Inflation, actions taken to combat inflation and
public speculation about possible future governmental actions also have
contributed to economic uncertainty in Brazil and to heightened volatility in
the Brazilian securities markets. Since 1994, Brazils inflation rate has been
substantially lower than in previous periods. However, during this period,
there have been inflationary pressures and actions taken to curb inflation
which, together with public speculation about possible future governmental
actions, have contributed to economic uncertainty in Brazil and to heightened
volatility in the Brazilian securities market. Brazil may experience high
levels of inflation in the future. There can be no assurance that the lower
levels of inflation experienced since 1994 will continue. Future governmental
actions, including actions to adjust the value of the real, could trigger
increases in inflation.

If Brazil experiences substantial inflation in the future, our costs may
increase, and our operating and net margins may decrease. In addition, a
substantial increase in inflation may weaken investor confidence in Brazil, and
if investor confidence lags, the prices of our Preferred Shares and ADSs may
fall. Inflationary pressures also could result in our inability to access
foreign financial markets and may lead to further government intervention in
the economy, including the introduction of government policies that may
adversely affect the overall performance of the Brazilian economy. Future
inflation could adversely affect our results of operations and financial
condition.



| |  | Adverse changes in Brazilian economic conditions could cause an increase in
customer defaults on their outstanding obligations to us, which could
materially reduce our earnings.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our operations are significantly dependent on our customers ability to
make payments on their accounts. If the Brazilian economy worsens because of,
among other factors, the level of economic activity, devaluation of the real,
inflation or an increase in domestic interest rates, a greater portion of our
customers may not be able to make timely payments for services, which would
increase our past due accounts and could materially reduce our net earnings.



| |  | Developments in other emerging market countries may adversely affect the
Brazilian economy, limit our access to international capital markets and
negatively impact the market prices of our Common Shares, Preferred Shares
and ADSs.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe international investors in general consider Brazil to be an
emerging market. The Brazilian economy and the securities of Brazilian
companies always have been, to varying degrees, influenced by economic and
market conditions in other emerging market countries, particularly in Latin
America, as well as investors responses to those conditions. Although
economic conditions are different in each country, investors reactions to
adverse developments in one country may affect the market prices of securities
of issuers in other countries, including Brazil. For example, the 1997 Asian
economic crisis and the 1998 Russian debt moratorium and the devaluation of the
Russian currency triggered market volatility in Latin America and securities
markets in other

10



---



##### Table of Contents



emerging market countries. Adverse developments in emerging
market countries could lead to a reduction in demand for, and the market price
of, our Preferred Shares and ADSs.

As a result of economic and market conditions in other emerging markets,
Brazil in some periods has experienced a significant outflow of U.S. dollars,
and Brazilian companies have faced higher costs for raising funds, both in
Brazil and abroad, and have been impeded from accessing international capital
markets. There can be no assurance that international capital markets will
remain open to Brazilian companies or that prevailing interest rates in these
markets will be advantageous to Brazilian companies.

State and municipal defaults may adversely affect the market price of the
Preferred Shares and ADSs.

We may be adversely affected by defaults by state and municipal
governments. In January 1999, the Brazilian States of Minas Gerais and Rio
Grande do Sul suspended payments on their debt to the Federal Government, and
seven States requested the renegotiation of their financing agreements with the
Federal Government. Although these States subsequently reinitiated their debt
payments, any defaults that may occur in the future and the perceived risks of
defaults by state and municipal governments may undermine investor confidence,
have a negative effect on the Brazilian economy and/or negatively impact the
relevant region. If the Brazilian economy or any of the regional economies in
which we operate were to be adversely affected by a default, our operations and
the market price of the Preferred Shares and ADSs may be adversely affected.

Enforcement of rights in Brazil may be difficult.

Our officers and many of our advisors reside in Brazil, and a substantial
portion of the assets of these persons and our assets are located in Brazil. We
are not aware of any treaty between the United States and Brazil regarding the
reciprocal enforcement of judgments. It may not be possible to effect service
of process upon these persons within the United States or other jurisdictions
outside of Brazil. Similarly, it may not be possible to enforce judgments of
non-Brazilian courts in Brazil, including judgments predicated on civil
liability under the U.S. securities laws against us or our directors and
officers.

Risks Relating to Our ADSs

Holders of Preferred Shares have limited voting rights.

Of our two classes of capital stock outstanding, only our Common Shares
have full voting rights. Except in certain limited circumstances, our
Preferred Shares will be entitled to vote only in the event that we fail to pay
the minimum dividends for a period of three consecutive years. As a result,
holders of our Preferred Shares generally will not be able to influence any
corporate decision requiring a shareholder vote, including the declaration of
dividends.

Holders of ADSs are not entitled to attend shareholders meetings and may
only vote through the Depositary.

Under Brazilian law, only shareholders registered as such in our corporate
books may attend shareholders meetings. All Preferred Shares underlying the
ADSs are registered in the name of the Depositary. A holder of ADSs,
accordingly, is not entitled to attend shareholders meetings. A holder of
ADSs is entitled to instruct the Depositary as to how to vote the Preferred
Shares represented by ADSs, in accordance with procedures provided for in the
Deposit Agreement, but a holder of ADSs will not be able to vote the underlying
Preferred Shares directly at a shareholders meeting or to appoint a proxy to
do so.



| |  | Holders of ADSs or Preferred Shares in the United States may not be entitled
to participate in future preemptive rights of offerings.
| |  | -------------------------------------------------------------------------------------------------------------------------------------

Under Brazilian law, if we issue new shares for cash as part of a capital
increase, we generally must grant our shareholders the right to purchase a
sufficient number of shares to maintain their existing ownership percentage.
Rights to purchase shares in these circumstances are known as preemptive
rights. We may not legally be permitted to allow holders of ADSs or Preferred
Shares in the United States to exercise any preemptive rights in any future
capital increase unless we file a registration statement with the Commission
with respect to that future issuance of

11



---



##### Table of Contents



shares or the offering qualifies for an
exemption from the registration requirements of the U.S. Securities Act of
1933, as amended. At the time of any future capital increase, we will evaluate
the costs and potential liabilities associated with filing a registration
statement with the Commission and any other factors that we consider important
to determine whether to file such a registration statement. We cannot
assure the holders of ADSs or Preferred Shares in the United States that we
will file a registration statement with the Commission to allow them to
participate in a preemptive rights offering. As a result, the equity interest
of such holders in us may be diluted proportionately.



| |  | Restrictions on the movement of capital out of Brazil may hinder ADS
investors ability to receive dividends and distributions on, and the
proceeds of any sale of, our Preferred Shares.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Federal Government may impose temporary restrictions on the conversion
of reaisinto foreign currencies, and on the remittance to foreign investors of
proceeds from investments in Brazil. Brazilian law permits the government to
impose these restrictions whenever there is a serious imbalance in Brazils
balance of payments or reasons to foresee a serious imbalance.

Any restrictions by the Federal Government on capital outflow may hinder
or prevent investors from converting the proceeds relating to our Preferred
Shares into U.S. dollars and remitting those proceeds abroad. Investors could
be adversely affected by delays in obtaining any required governmental approval
for conversion of reaispayments and remittances abroad in respect of our
Preferred Shares underlying the ADSs.




ITEM 4. INFORMATION ON THE COMPANY

Overview

We provide cellular telecommunications services in the Brazilian States of
Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas (the
Region) under authorizations from the Federal Government. The operations of
the Predecessor Companies related to us began to offer cellular
telecommunications services in December 1991. We are the leading provider of
cellular telecommunications services in the Region. At December 31, 2002, we
had 1,925,843 active cellular lines.

The Holding Company is a corporation (sociedade anônima) incorporated in
May 1998 and organized under the laws of Brazil. The Holding Companys
headquarters are located at Avenida Conde da Boa Vista 800, Boa Vista,
50060-004 Recife, PE, Brazil, and its telephone and fax numbers are (55 81)
3216-2591 and (55 81) 3216-2869, respectively.

Our History and Development

Prior to the incorporation of Telebrás in 1972, there were more than 900
telecommunications companies operating throughout Brazil. Between 1972 and
1975, Telebrás and its operating subsidiaries (collectively, the Telebrás
System) acquired almost all the other telephone companies in Brazil and thus
came to have a monopoly over the provision of public telecommunications
services in almost all areas of the country. Beginning in 1995, the Federal
Government undertook a comprehensive reform of Brazils telecommunications
regulatory system. In July 1997, Brazils National Congress adopted the Lei
Geral de Telecomunicações(the General Telecommunications Law, and together
with the regulations, decrees, orders and plans in respect of
telecommunications issued by Brazils Executive Branch, the Telecommunications
Regulations), which provided for the establishment of a new regulatory
framework, the introduction of competition and the privatization of Telebrás.
The General Telecommunications Law established an independent regulatory agency
called Agência Nacional de Telecomunicações  ANATEL (Anatel).

In January 1998, in preparation for the restructuring and privatization of
the Telebrás System, the cellular telecommunications operations of Telebrás
operating subsidiaries were spun off into separate companies. In May 1998,
Telebrás was restructured to form, in addition to Telebrás, 12 New Holding
Companies by means of a procedure under the Brazilian Corporate Law called
cisão,or split-up. Virtually all the assets and liabilities of Telebrás,
including the shares held by Telebrás in the operating companies of the
Telebrás System, were allocated to the New Holding Companies. The split-up of
the Telebrás System into the New Holding Companies is referred to herein as the
Breakup or the Breakup of Telebrás.

12



---



##### Table of Contents



The New Holding Companies, together with their respective subsidiaries,
consist of eight cellular service providers, each operating in one of eight
regions (each a Cellular Region), three fixed-line service providers, each
providing local and intraregional long-distance service in one of three regions
(each a Fixed-Line Region) and Embratel
Participações S.A.  Embratel
(Embratel), which provides domestic (including intraregional and
interregional) long-distance telephone service and international telephone
service throughout Brazil. The fixed-line service provider operating in the
Fixed-Line Region that includes the Region is Tele Norte Leste Participações
S.A. (together with its subsidiaries, TNE). In this annual report,
references to the operations of TNE prior to January 1998 are to the fixed-line
operations of the Predecessor Companies.

The Holding Company is one of the New Holding Companies. In the Breakup,
the Holding Company was allocated all the share capital held by Telebrás in the
operating subsidiaries of the Telebrás System that provided cellular
telecommunications service in the Region. In July 1998, the Federal Government
sold substantially all of its shares of the New Holding Companies, including
the Holding Company, to private-sector buyers. The Federal Governments voting
shares of the Holding Company were purchased by a consortium comprised of UGB
Participações Ltda. (UGB) and Bitel. In March 1999, Bitel purchased all
shares of the Holding Company held by UGB, increasing its interest in the
Holding Company to 51.78% of the voting capital. See Item 7. Major
Shareholders and Related-Party Transactions.

Recent Developments

Conversion from SMC concessions to PCS authorizations

On December 10, 2002, the Subsidiaries converted their SMC concessions
into PCS authorizations. In order to remain competitive in the Brazilian
telecommunications market, we also decided to offer, in addition to TDMA, GSM
technology by the second half of 2003. As regulated by Anatel, cellular
telecommunications providers operating under GSM technology must do so under an
1800 MHz frequency, which is reserved for those providers operating under PCS
licenses auctioned by Anatel. To facilitate our move to include GSM technology
as a part of services, we acquired, through TIM, a PCS license to operate in
our Region.

The migration to PCS authorizations will create a new set of regulatory
obligations for the Subsidiaries, including new quality of service standards
and the introduction of the CSP Program, which will allow customers to choose
long distance carriers on a per call basis. In addition, under our PCS
authorizations, we will be allowed to set prices for our service plans, subject
to approval by Anatel. After we set these prices, we expect that they will be
adjusted annually for inflation based on the IGP-DI. See   PCS Regulation,
  Interconnection, and   Rate Regulation.

Reorganization to Transfer Goodwill

When Bitel and UGB purchased a majority of the Common Shares in connection
with the Privatization, they paid a premium over the book value of the Common
Shares, which was accounted for at the Bitel level. The value of the Goodwill,
net of amortization through April 2000, was R$602.3 million. In the first
quarter of the year 2000, we and Bitel initiated a corporate reorganization to
transfer the Goodwill to certain of the Subsidiaries so that the amortization
of the Goodwill could be available as a deduction against income for purposes
of calculating income taxes and social contribution tax on profits owed by the
Subsidiaries. As of December 31, 2002, the remaining value of the deferred tax
benefit related to the unamortized portion of the Goodwill was R$140.6 million.

In the first step of the corporate restructuring, the premium was
transferred to us through a process involving the formation by Bitel of a new
subsidiary to which it transferred the Goodwill and the merger of such new
subsidiary into us. This process was completed on April 28, 2000.

In the second step of the corporate restructuring, completed on June 30,
2000, we transferred to each of the Subsidiaries that Subsidiarys respective
share of the Goodwill, as well as the related provision and reserve, the value
of each Subsidiarys share thereof being determined by independent appraisal.
The purpose of this second step was to take maximum tax advantage of the
deductibility of the amortization of the Goodwill.

Under Brazilian law, the tax benefit generated by the amortization of the
Goodwill may revert to the benefit of our controlling shareholder. The Holding
Company may therefore capitalize the tax benefit and issue new shares

13



---



##### Table of Contents



to its controlling shareholder, Bitel, provided that the remaining shareholders have
the right to maintain their proportional participation in the Holding Company
by acquiring from Bitel such newly issued shares at their cost of issuance.
Accordingly, in return for the transfer of the Goodwill, the terms of the
reorganization anticipated the annual issuance to Bitel of a number of shares
in the Holding Company equal in value to the tax benefit realized from the
amortization of the Goodwill, calculated on the basis of the prevailing market
price for such shares. In connection with each such issuance of shares,
minority shareholders in the Holding Company have a preemptive right to
subscribe for such shares in a proportion equal to their percentage interest in
the capital stock of the Holding Company. Such right is exercisable at a price
equal to that used to calculate the number of shares to be issued to Bitel. In
the event that any minority shareholder elects to exercise such right, it will
be required to pay to Bitel an amount equal to the value of the shares with
respect to which the right is exercised. For fiscal years 2000, 2001 and 2002,
the tax benefit realized by us as a result of amortization of the Goodwill
amounted to R$10.9 million, R$23.2 million and R$25.2 million, respectively.
As a consequence, on June 22, 2001, a total of 3.3 billion Common Shares were
issued to Bitel in connection with the tax benefit realized by us for fiscal
year 2000. Approximately 69% of such Common Shares were purchased from Bitel
by minority shareholders. On June 14, 2002, 3.0 billion Common Shares and 4.9
billion Preferred Shares were issued to Bitel in connection with the tax
benefit realized by us for fiscal year 2001. Approximately 2% of such Common
Shares and 3% of such Preferred Shares have been purchased from Bitel by
minority shareholders. On May 15, 2003, 2.9 billion Common Shares and 4.8
billion Preferred Shares were issued to Bitel in connection with the tax
benefit realized by us for fiscal year 2002. Approximately 36.6% of such
Common Shares and 36.7% of such Preferred Shares have been purchased from Bitel
by minority shareholders. For more detailed information about the corporate
restructuring and the tax benefit arising therefrom, see Note 1(b) to the
Consolidated Financial Statements.

In addition to the capital increase that resulted from the capitalization
of the tax benefit, we also increased our capital by R$66.2 million on June 22,
2001 and by R$78.8 million on June 14, 2002, without the issuance of new
shares, by capitalizing a portion of its income reserves. As a consequence of
these capital increases, our total capital increased to R$288.4 million,
represented by 130.8 billion Common Shares and 215.0 billion Preferred Shares.

TIM Brasil Recent Developments

According to the rules set forth by Anatel for all PCS authorization
auctions, the controlling shareholders of Band A and Band B cellular service
providers were not allowed to hold more than one license, either in the form of
an authorization or a concession, in a single PCS Region. Accordingly, a
company controlling a Band A or Band B cellular service provider that acquires
control of a PCS authorization resulting in a geographical overlap of its
licenses has two alternatives:



| |  |  | it can sell its controlling shares in the Band A or
Band B cellular service providers within six months of purchasing
the PCS authorization; or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | it can waive the right to operate under the PCS
authorization in the areas where overlaps exist.                                               

As a result, some companies controlled by TIM waived their rights to
provide PCS services in certain areas. In 2001, Portale Rio Norte and TIM
Centro Sul waived their rights to operate under PCS authorizations in areas
currently served by Maxitel, Tele Celular Sul and us, because of geographical
overlaps in the PCS authorizations awarded to Portale Rio Norte and TIM Centro
Sul and the concessions held at that time by Maxitel, Tele Nordeste Celular and
us.

On December 31, 2002, TIM Centro Sul and Portale Rio Norte merged into
Portale São Paulo S.A. On January 22, 2003, Portale São Paulo S.A. changed its
name to TIM Celular S.A. and presently is headquartered in the city of São
Paulo.

Organizational Structure

Bitel is a subsidiary of TIM Brasil S.A. TIM Brasil S.A. is a
consolidated Brazilian subsidiary of the TIM group, which provides mobile
telecommunications services to more than 39.1 million customers worldwide.
TIMs parent company is Telecom Italia S.p.A. (Telecom Italia), one of the
worlds largest fixed-line telecommunications operators, with approximately
27.1 million installed fixed lines (including ISDN equivalent

14



---



##### Table of Contents



lines). Telecom Italias business activities also include the leasing of its lines and the
provision of data communications services, information technology software and
information technology services. The Telecom Italia groups subsidiaries and
its portfolio of investments include fixed-line and mobile telecommunications
companies that operate mainly in Latin America and certain European countries.
In May 2003, the shareholders of Telecom Italia and Olivetti S.p.A.
(Olivetti) approved the merger of Telecom Italia into Olivetti. Upon the
completion of this merger, Olivetti will change its name to Telecom Italia
S.p.A.

TIM began operating in Brazil in 1998 and is today one of the leading
wireless operators in the country, reaching more than 5.3 million customers
nationwide. TIM considers its operations in Brazil to be of primary
importance, both as a standalone business and as a fundamental part of its
Pan-South American GSM strategy. In the 2001 auctions held by Anatel for Bands
D and E, TIM was the only company to be awarded licenses in each of the three
Brazilian regions, resultantly becoming the sole operator to offer services on
a nationwide level under the same brand. In 2002, TIM formed TIM Brasil S.A.,
the holding company of TIMs operating companies in the country. These
operating companies include Tele Celular Sul, a Band A operating company using
TDMA technology to service the states of Paraná, Santa Catarina and the city of
Pelotas in Rio Grande do Sul; TIM Maxitel, a Band B operating company using
TDMA technology to service the states of Bahia, Minas Gerais and Sergipe; TIM
Celular  PCS, a Band D operating company using GSM technology to service the
states of São Paulo, Goiás, Mato Grosso, Mato Grosso do Sul and Rio Grande do
Sul (except Pelotas) and in the Federal District and a Band E operating company
using GSM technology to service the states of Acre, Amapá, Amazonas, Pará,
Rondônia, Roraima. Tocantins and Rio de Janeiro; and us.

15



---



##### Table of Contents



The Region

The Region covers an area of approximately 635,486 square kilometers,
representing approximately 7.4% of Brazils area. The Region has 55
metropolitan areas with populations in excess of 100,000, including the cities
of Recife and Fortaleza, Brazils fifth and seventh largest cities,
respectively. Set forth below is a map showing the location of the Region
within Brazil.

(MAP)

The following table sets forth population, Gross Domestic Product (GDP)
and per capita income statistics for each State in the Region at the dates and
for the years indicated. The name of the Subsidiary that provides services in
each State is set forth in parentheses next to the name of the respective
State.

|                                     |  |                |      |                |  |               |      |                   |  |  |      |  |  |  |       | 
|------------------------------------ |  | -------------- | ---- | -------------- |  | ------------- | ---- | ----------------- |  |  | ---- |  |  |  | ----- | 
|                                     |  | Population     |      | % of Brazil's  |  | % of Brazil's |      | Per capita       
|State                                |  | (millions) (1) |      | population (1) |  | GDP (2)       |      | income in US$ (2)
|                                     |  |                |      |                |  |               |      |                  
|Pernambuco (Telpe Celular)           |  |                | 7.9  |                |  |               | 4.7  |                   |  |  | 2.64 |  |  |  | 1,437 | 
|Ceará (Teleceará Celular)            |  |                | 7.4  |                |  |               | 4.3  |                   |  |  | 1.89 |  |  |  | 1,187 | 
|Paraíba (Telpa Celular)              |  |                | 3.4  |                |  |               | 2.0  |                   |  |  | 0.84 |  |  |  | 964   | 
|Rio Grande do Norte (Telern Celular) |  |                | 2.9  |                |  |               | 1.7  |                   |  |  | 0.84 |  |  |  | 1,575 | 
|Alagoas (Telasa Celular)             |  |                | 2.8  |                |  |               | 1.6  |                   |  |  | 0.84 |  |  |  | 1,482 | 
|Piauí (Telepisa Celular)             |  |                | 2.8  |                |  |               | 1.7  |                   |  |  | 0.48 |  |  |  | 792   | 
|                                     |  |                |      |                |  |               |      |                   |  |  |      |  |  |  |       | 
|Region                               |  |                | 27.2 |                |  |               | 16.1 |                   |  |  | 7.34 |  |  |  | 1,239 | 
|                                     |  |                |      |                |  |               |      |                   |  |  |      |  |  |  |       | 



---

|(1) |  | Information from the Instituto Brasileiro de Geografia e Estatística
(IBGE) based upon Censo Demográfico 2000.
|--- |  | ----------------------------------------------------------------------------------------------------------------
|(2) |  | Information from Almanaque Abril 2001.                                                                          

Our business, financial condition, results of operations and prospects
depend on the performance of the Brazilian economy, and the economy of the
Region in particular. See Item 3. Key Information  Risk Factors.

16



---



##### Table of Contents



The Holding Company and the Subsidiaries

The following table sets forth the Holding Companys shareholding in each
Subsidiary as of December 31, 2000, 2001 and 2002:

|                  |  |                           |      |                         |  |                         |      |             |  |            |      |             |  |  |      |  |  |  |      |  |  |  |      | 
|----------------- |  | ------------------------- | ---- | ----------------------- |  | ----------------------- | ---- | ----------- |  | ---------- | ---- | ----------- |  |  | ---- |  |  |  | ---- |  |  |  | ---- | 
|                  |  | Holding Company ownership
|                  |  |                          
|                  |  | As of December 31, 2000   |      | As of December 31, 2001 |  | As of December 31, 2002
|                  |  |                           |      |                         |  |                        
|                  |  | % of share                |      | % of voting             |  | % of share              |      | % of voting |  | % of share |      | % of voting
|Subsidiary        |  | capital                   |      | stock                   |  | capital                 |      | stock       |  | capital    |      | stock      
|                  |  |                           |      |                         |  |                         |      |             |  |            |      |            
|Telpe Celular     |  |                           | 77.2 |                         |  |                         | 95.0 |             |  |            | 77.7 |             |  |  | 94.9 |  |  |  | 78.7 |  |  |  | 95.2 | 
|Teleceará
Celular |  |                           | 79.3 |                         |  |                         | 85.2 |             |  |            | 79.5 |             |  |  | 85.6 |  |  |  | 80.0 |  |  |  | 86.0 | 
|Telasa Celular    |  |                           | 77.6 |                         |  |                         | 97.3 |             |  |            | 78.0 |             |  |  | 97.2 |  |  |  | 78.8 |  |  |  | 97.3 | 
|Telpa Celular     |  |                           | 71.4 |                         |  |                         | 95.0 |             |  |            | 71.8 |             |  |  | 94.9 |  |  |  | 71.9 |  |  |  | 94.9 | 
|Telern Celular    |  |                           | 75.4 |                         |  |                         | 92.5 |             |  |            | 75.4 |             |  |  | 92.6 |  |  |  | 76.2 |  |  |  | 92.9 | 
|Telepisa Celular  |  |                           | 78.4 |                         |  |                         | 97.8 |             |  |            | 78.8 |             |  |  | 97.5 |  |  |  | 79.4 |  |  |  | 97.6 | 

The following table sets forth the contribution made by each Subsidiary to
our net operating revenues and net income for the years ended December 31,
2000, 2001 and 2002.

|                  |  |           |    |          |  |           |    |          |  |           |    |          |  |          |    |  |  |  |    |  |  |  |    | 
|----------------- |  | --------- | -- | -------- |  | --------- | -- | -------- |  | --------- | -- | -------- |  | -------- | -- |  |  |  | -- |  |  |  | -- | 
|                  |  | 2000      |    | 2001     |  | 2002     
|                  |  |           |    |          |  |          
|                  |  | % of net  |    |          |  |           |    | % of net |  |           |    |          |  | % of net |    |  |  | 
|                  |  | operating |    | % of net |  | operating |    | % of net |  | operating |    | % of net
|Subsidiary        |  | revenues  |    | income   |  | revenues  |    | income   |  | revenues  |    | income  
|                  |  |           |    |          |  |           |    |          |  |           |    |         
|Telpe Celular     |  |           | 38 |          |  |           | 28 |          |  |           | 37 |          |  |          | 32 |  |  |  | 35 |  |  |  | 18 | 
|Teleceará Celular |  |           | 23 |          |  |           | 49 |          |  |           | 25 |          |  |          | 40 |  |  |  | 24 |  |  |  | 43 | 
|Telasa Celular    |  |           | 13 |          |  |           | 15 |          |  |           | 12 |          |  |          | 12 |  |  |  | 12 |  |  |  | 12 | 
|Telpa Celular     |  |           | 11 |          |  |           | 7  |          |  |           | 11 |          |  |          | 0  |  |  |  | 11 |  |  |  | 9  | 
|Telern Celular    |  |           | 11 |          |  |           | (3 | )        |  |           | 11 |          |  |          | 9  |  |  |  | 12 |  |  |  | 11 | 
|Telepisa Celular  |  |           | 6  |          |  |           | 4  |          |  |           | 6  |          |  |          | 8  |  |  |  | 6  |  |  |  | 7  | 

Our total revenue by category of activity for each of the last three
fiscal years are as set forth below:

|                                  |  |      |           |      |  |                      |           |  |  |  |           | 
|--------------------------------- |  | ---- | --------- | ---- |  | -------------------- | --------- |  |  |  | --------- | 
|Category of Activity              |  | 2000 |           | 2001 |  | 2002                
|                                  |  |      |           |      |  |                     
|                                  |  |      |           |      |  | (thousands of reais) |           |  |  | 
|Cellular telephone services       |  |      | 964,184   |      |  |                      | 1,006,577 |  |  |  | 1,129,642 | 
|Sales of handsets and accessories |  |      | 116,554   |      |  |                      | 47,976    |  |  |  | 68,834    | 
|                                  |  |      |           |      |  |                      |           |  |  |  |           | 
|Total                             |  |      | 1,080,738 |      |  |                      | 1,054,553 |  |  |  | 1,198,476 | 
|                                  |  |      |           |      |  |                      |           |  |  |  |           | 

As of December 31, 2002, substantially all of the Holding Companys assets
consisted of shares in the Subsidiaries. The Holding Company relies almost
exclusively on dividends from the Subsidiaries to meet its needs for cash,
including cash to pay dividends to its shareholders. See Item 5. Operating
and Financial Review and ProspectsLiquidity and Capital Resources.

Internet Company

On June 13, 2000, we incorporated timnet.com S.A. (timnet.com), an
Internet services company. timnet.com had an initial capitalization of
approximately R$18 million in common shares, held 50% by us and 50% by Tele
Celular Sul. As of December 31, 2001, with new capital contributions by
Maxitel S.A., we held a 33.3% interest in timnet.com. On December 31, 2002,
with new capital contributions by Portale São Paulo S.A. and TIM International
N.V., the following companies were timnet.coms shareholders, each holding a
20% interest:



           
the Holding Company;

17



---



##### Table of Contents





| |  |  | Tele Celular Sul;                                               
| | - |  | ----------------------------------------------------------------
|
| |  |  | Maxitel;                                                        
|
| |  |  | TIM Celular S.A. (formerly known as Portale São Paulo S.A.); and
|
| |  |  | TIM International N.V.                                          

On December 31, 2002, all of timnet.coms subscribed capital, in the amount of
R$78 million, was paid by the above listed shareholders.

The business purpose of timnet.com is to establish a common platform for
the technological and commercial development of value-added services and a
Wireless Application Protocol for cellular telephone service providers.
timnet.com is a start-up company operating in a developing sector, and the
reliability of its technology is yet to be proved. Accordingly, there can be
no assurance that timnet.com will become a profitable enterprise.

Network and Client Data

The following table sets forth information on our client base, coverage
and related matters at the dates and for the years indicated. Unless otherwise
indicated, all amounts are our estimates.

|                                                               |  |                 |           |      |  |      |           |   |  |    |           |  
|-------------------------------------------------------------- |  | --------------- | --------- | ---- |  | ---- | --------- | - |  | -- | --------- | -
|                                                               |  | At December 31,
|                                                               |  |                
|                                                               |  | 2000            |           | 2001 |  | 2002
|                                                               |  |                 |           |      |  |     
|Active cellular lines                                          |  |                 | 1,511,000 |      |  |      | 1,757,660 |   |  |    | 1,925,843 |  
|Growth in active cellular lines during year                    |  |                 | 27.2      | %    |  |      | 16.3      | % |  |    | 9.6       | %
|Estimated population of Region (millions) (1)                  |  |                 | 27.1      |      |  |      | 27.2      |   |  |    | 27.2      |  
|Percentage of population covered (2)                           |  |                 | 74.5      | %    |  |      | 75        | % |  |    | 75        | %
|Penetration (3)                                                |  |                 | 5.7       | %    |  |      | 6.5       | % |  |    | 6.9       | %
|Percentage of area of Region covered                           |  |                 | 29.0      | %    |  |      | 29        | % |  |    | 29        | %
|Average monthly incoming minutes of use per client during year |  |                 | 108       |      |  |      | 84        |   |  |    | 62        |  
|Average monthly outgoing minutes of use per client during year |  |                 | 53        |      |  |      | 48        |   |  |    | 51        |  
|Average monthly revenues per client during year (4)            |  | R$              | 46.5      |      |  | R$   | 41.2      |   |  | R$ | 42.1      |  



---

|(1) |  | IBGE estimates from Censo Demográfico 2000.                                          
|--- |  | -------------------------------------------------------------------------------------
|(2) |  | Percentage of population of the Region that can access our cellular
telephone signal.
|(3) |  | Number of active cellular lines in service divided by the population of
the Region.  
|(4) |  | In nominal reais, net of taxes.                                                      

Services

We are the leading supplier of cellular telecommunications in the Region
and supplies both analog and digital service. Our digital cellular
telecommunications service is based on the TDMA standard and was launched in
Recife in November 1998 and in the Regions other larger cities soon
thereafter. We plan to offer GSM technology during the second half of 2003.

We also offer ancillary services, including voicemail, call forwarding,
call waiting, caller identification, Short Message services (SMS), timnet
mail, timnet agenda and timnet news. In December 1998, we started selling
digital cellular telephones in connection with its cellular telecommunications
services, both directly and through its dealer network.

Through agreements with other cellular service providers, we offer
automatic roaming services throughout Brazil that allow clients to make and
receive calls while out of the Region. We offer international roaming in
Argentina, Uruguay and Paraguay through agreements with local cellular service
providers. We also offer international roaming in Europe through an agreement
with Tele Celular Sul, allowing us to take advantage of Tele Celular Suls
agreements with European local cellular service providers. We provide a
reciprocal roaming service to clients of other cellular service providers while
they are in the Region. See Operating AgreementsRoaming Agreements.
In May 1999, we launched a prepaid system within the Region, and in February
2000, we offered

18



---



##### Table of Contents



automatic roaming services, for incoming calls only,
throughout Brazil. We continuously adjust our tariff plans to
attract and retain clients. We also provide fixed-line and cellular
service providers with interconnection services, completing calls to our
clients that originate with other service providers. See Operating
AgreementsInterconnection Agreements.

timnet.com offers a range of Internet-related services, including Internet
access and related services, website hosting and design, information and data
processing services, and informational and technical consulting. Under its
by-laws, timnet.com also has the ability to enter into contracts, consortia and
joint ventures and otherwise to make investments and hold interests in other
entities.

In 2001, we launched new pre- and post-paid plans and services. We
introduced new tariff plans (Day, Night and Any Time) to prepaid clients
and offered our prepaid clients the ability to increase the amount credited to
their cellular telephone accounts through online transfers from their accounts
at local banks. We also have expanded the range of postpaid plans. Among the
new services we offered in 2001 are Blah!!! (an interactive chat capability
using the digital display of a cellular handset), Icons (a caller recognition
feature that causes a symbol to be displayed when a call from a particular
telephone line is received) and Ring Tones (a facility for downloading
software that enables the customer to customize the ring of a cellular
handset).

In 2001, we also launched our Intelligent Network services, which allow
our clients to monitor usage and control costs by routing communications
entirely through our network. In connection with the launch of our Intelligent
Network services, we introduced tariff plans to corporate customers that would
allow them to take advantage of reduced interconnection charges for
communications engaged in exclusively on our network. We also offered
corporate customers plans in which they could purchase minutes in large blocks
at discounted rates and allocate such minutes among two or more telephone
numbers.

In 2002, we launched more new services. We introduced Group Calls which
enables customers to choose five cellular numbers, one of which may be a
fixed-line number, to which they may make reduced rate calls. We further
introduced a Minutes Available service, which allows subscribers to verify
both the number of minutes remaining on their plans and any outstanding billed
amounts by sending a text message to a specific number. We launched Business
E-Message, which allows customers to send text messages to pre-established
groups, and TIM Shop the first Internet site in the Region for the sale of
cellular handsets. We also revamped our TIM Formula Plans to realign rates
charged to match customer demand, including a Zero Rate corporate plan which
exempts calls made within a corporate clients group from certain rate charges
in exchange for a payment of a flat surcharge.

Sales and Marketing

Following our privatization and the introduction of competition, we
implemented a number of significant sales and marketing initiatives, including
the introduction of a number of prepaid service plans. See Sources of
RevenueUsage Charges. In March 1999, we began marketing our cellular
telecommunications service under the brand TIM. The TIM brand also is used
by Tele Celular Sul, which provides cellular telecommunications service in
southern Brazil and is controlled by Bitel, the Holding Companys controlling
shareholder. See Item 7. Major Shareholders and Related-Party Transactions.

We divide our market into three main categories: large business customers
(businesses with four or more cellular lines), medium business customers
(businesses with fewer than four cellular lines), and individual customers.
These categories are divided further according to level of usage,
distinguishing, for example, high-volume users from other categories of usage.
We take these categories into account when developing service plans, sales
strategies, customer service strategies and new products, as well as for
billing and collection purposes. We also use market research reports and focus
group studies to analyze our customer base.

We market our services through a network of stores that includes general
retail stores that sell our cellular telecommunications services and related
goods on a non-exclusive basis and dedicated outlets that sell our services and
goods exclusively. As of December 31, 2002, our services were marketed through
443 stores, of which 10 were operated by us and 433 were operated by
independent dealers. As of March 31, 2003 we market our services through 510
stores, of which 10 are operated by us and 500 by independent dealers. This
network enables us to market our services and provide after-sale service
throughout the Region. We also market our cellular telecommunications service
directly to certain large corporate customers.

19



---



##### Table of Contents



Our agreements with our dealers provide for the payment of commissions
that vary depending on whether the dealer operates a dedicated outlet or a
general retail store. In 2002, because of increasing competition in the
Region, we renegotiated our agreements with dealers operating dedicated outlets
to allow them to sell more than one brand. We provide dealers with advertising
and marketing materials and make contributions to their advertising costs on a
case-by-case basis. Our dealers also receive product and customer service
training.

We also engage in seasonal and other marketing promotions of our services
to maintain our market share and protect our margins. In September 2002, we
reformulated our rate plans in an attempt to make them easier to understand and
more attractive to clients.

Anatel requires that cellular telecommunications services be provided to
all individual applicants, regardless of income level, in the order in which
applications are received. We, however, may recommend suitable service plans,
including our prepaid card plan, to applicants for cellular service. We
conduct credit checks to assist in managing the risk of payment defaults.
Service may be interrupted if a customer fails to make timely payments. See Billing and Collection.

Sources of Revenue

In 2002, our revenues consisted of usage charges, which included measured
service charges for outgoing calls, prepaid service charges and roaming
charges; monthly subscription charges; interconnection charges to other
cellular and fixed-line service providers for use of our network; other
revenues, including revenues from site sharing and charges for call forwarding,
call waiting and call blocking; since December 1998, proceeds from the sale of
cellular telephones and accessories; and revenues from Internet related
services, including SMS, timnet mail, timnet agenda and timnet news. We
stopped charging activation fees in December 1998 and have not resumed charging
such fees.

Our rates during 2002 were generally subject to regulation by Anatel.
After the applicable transition period, we will be allowed to set prices for
our service plans, subject to approval by Anatel. After we set these prices,
we expect that they will be adjusted annually for inflation based on the
IGP-DI. See Regulation of the Brazilian Telecommunications Industry.

Usage Charges

Charges for cellular calls are calculated based on the clients service
plan, the location of each party to the call and the duration of the call.
Unlike in North America, cellular telecommunications service in Brazil is
offered on a calling party pays basis, under which the client generally pays
only for outgoing calls. Clients are required to pay certain fees when they
receive calls while outside of their home registration areas. There are 29
registration areas in the Region.

The following charges applied under most service plans. The category of
charges containing the lowest base rates per minute (VC1) applied to calls
made by a client in a home registration area to persons in the same
registration area. Charges for calls to persons outside a home registration
area but within the Region were assessed at higher rates in a different
category (VC2). Calls to persons outside the Region were billed at the
highest rates contained in a third category (VC3). Each category of charges
contained one rate for calls to fixed-line telephones and another, generally
higher, rate for calls to cellular telephones. When clients made or received a
call while outside their home registration area, a per-call surcharge known as
AD was applicable. When clients receive a call while outside their home
registration area, clients also pay one per-minute rate (DSL1) if the client
is located within the Region and a higher rate (DSL2) if the client was
located outside the Region. Measured service charges were discounted for calls
made between 9:00 p.m. and 7:00 a.m. on weekdays (other than national
holidays), after 2:00 p.m. on Saturdays, or at any time on Sundays and national
holidays (off-peak calls). Discounts for off-peak calls ranged from 0% to
66% for postpaid plans and from 0% to 81% for prepaid plans, depending on the
plan.

The basic service plan was our principal service plan and was used by a
large majority of its clients (other than those who purchase services on a
prepaid basis). The following table sets forth the rates for the basic service
plan at December 31, 2000, 2001 and 2002 in nominal reais:

20



---



##### Table of Contents



|                              |             |      |                 |      |  |      |       |      |  |  |       |      | 
|----------------------------- | ----------- | ---- | --------------- | ---- |  | ---- | ----- | ---- |  |  | ----- | ---- | 
|                              |             |      | At December 31,
|                              |             |      |                
|Charges(4)                    |             | 2000 |                 | 2001 |  | 2002
|                              |             |      |                 |      |  |     
|                              |             |      | (nominal reais)
|Monthly subscription fee      |             |      | 16.81           |      |  |      | 18.39 |      |  |  | 19.39 |     
|Timed charges (per minute)(1) |             |      |                 |      |  |      |       |      |  |  |       |     
|                              | VC1 (MF(2)) |      |                 | 0.40 |  |      |       | 0.44 |  |  |       | 0.46 | 
|                              | VC1 (MM(3)) |      |                 | 0.53 |  |      |       | 0.58 |  |  |       | 0.63 | 
|                              | VC2 (MF(2)) |      |                 | 0.70 |  |      |       | 0.44 |  |  |       | 0.46 | 
|                              | VC2 (MM(3)) |      |                 | 0.70 |  |      |       | 0.58 |  |  |       | 0.63 | 
|                              | VC3         |      |                 | 0.84 |  |      |       | 0.82 |  |  |       | 1.18 | 
|                              | DSL1        |      |                 | 0.40 |  |      |       | 0.29 |  |  |       | 0.40 | 
|                              | DSL2        |      |                 | 0.46 |  |      |       | 0.40 |  |  |       | 0.63 | 
|AD (per call)                 |             |      | 0.42            |      |  |      | 0.52  |      |  |  | 0.50  |     



---

|(1) |  | All rates are peak rates. A discount of 30% applies to off-peak calls
made under the basic service plan.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | MF denotes the rate charged for calls to fixed-line telephones.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3) |  | MM denotes the rate charged for calls to cellular telephones.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(4) |  | The terms of our service plans presented in the table are in effect in
the Brazilian States of Alagoas, Paraiba, Rio Grande do Norte, Ceara and
Piaui. The terms of our service plans in the state of Pernambuco are
different from those in the table due to differences in ICMS tax rates.
The ICMS tax rate in each state in the Region is 25% for domestic
telecommunications services, except in the state of Pernambuco, where a
28% rate went into effect as of January 1, 2002. See Taxes on
Telecommunications Goods and Services.

We offered a number of different plans, as set forth in the table below.
The monthly subscription fee for each of these plans included a number of
prepaid VC1 call minutes.

In May 1999, we launched our Timmy Digital prepaid services plans.
Under these plans, clients may obtain prepaid credits by purchasing calling
cards or by electronically refilling their accounts through bank transfers.
Since February 2000, clients using prepaid services have been able to receive
calls when outside of the Region, within Brazil. After their call credits are
exhausted, such clients may continue to receive calls from within the Region
but must purchase additional credits to make further outgoing calls.
Activation and monthly subscription charges are not applicable to, and no
credit risk or billing cost is associated with, prepaid services. On March 31,
2003, clients using prepaid services made up 65% of the customer base.
Management expects that the proportion of clients using prepaid services will
continue to increase.

21



---



##### Table of Contents



The following table sets forth certain terms of our service plans, in
nominal reais, as of December 31, 2002: (1) (2)

|                      |  |         |          |         |  |         |      |         |  |         |      |         |  |         |      |            |  |         |      |  |  |  |      |  |  |  |      |  |  |        |        | 
|--------------------- |  | ------- | -------- | ------- |  | ------- | ---- | ------- |  | ------- | ---- | ------- |  | ------- | ---- | ---------- |  | ------- | ---- |  |  |  | ---- |  |  |  | ---- |  |  | ------ | ------ | 
|                      |  |         |          |         |  |         |      |         |  |         |      |         |  |         |      |            |  |         |      |  |  |  |      |  |  |  |      |  |  | Charge
|                      |  |         |          |         |  | VC1     |      | VC1     |  | VC2     |      | VC2     |  | VC3     |      | VC4        |  | for 600
|                      |  | Monthly |          | (MF(3)) |  | (MM(4)) |      | (MF(3)) |  | (MM(4)) |      | (MF(3)) |  | (MM(4)) |      | Additional
|                      |  | Charge  |          | Rate    |  | Rate    |      | Rate    |  | Rate    |      | Rate    |  | Rate    |      | Minutes   
|                      |  |         |          |         |  |         |      |         |  |         |      |         |  |         |      |           
|10 minute plan        |  |         | 18.39    |         |  |         | 0.73 |         |  |         | 0.83 |         |  |         | 0.73 |            |  |         | 0.83 |  |  |  | 1.05 |  |  |  | 1.05 |  |  |        |        | 
|30 minute plan        |  |         | 29.80    |         |  |         | 0.55 |         |  |         | 0.55 |         |  |         | 0.55 |            |  |         | 0.55 |  |  |  | 0.66 |  |  |  | 0.66 |  |  |        |        | 
|60 minute plan        |  |         | 41.19    |         |  |         | 0.44 |         |  |         | 0.61 |         |  |         | 0.44 |            |  |         | 0.61 |  |  |  | 0.99 |  |  |  | 0.99 |  |  |        |        | 
|90 minute plan        |  |         | 48.00    |         |  |         | 0.41 |         |  |         | 0.61 |         |  |         | 0.41 |            |  |         | 0.61 |  |  |  | 0.99 |  |  |  | 0.99 |  |  |        |        | 
|120 minute plan       |  |         | 53.81    |         |  |         | 0.36 |         |  |         | 0.61 |         |  |         | 0.36 |            |  |         | 0.61 |  |  |  | 0.95 |  |  |  | 0.95 |  |  |        |        | 
|240 minute plan       |  |         | 86.69    |         |  |         | 0.36 |         |  |         | 0.52 |         |  |         | 0.36 |            |  |         | 0.52 |  |  |  | 0.70 |  |  |  | 0.70 |  |  |        |        | 
|360 minute plan       |  |         | 118.80   |         |  |         | 0.36 |         |  |         | 0.52 |         |  |         | 0.36 |            |  |         | 0.52 |  |  |  | 0.70 |  |  |  | 0.70 |  |  |        |        | 
|480 minute plan       |  |         | 148.00   |         |  |         | 0.36 |         |  |         | 0.52 |         |  |         | 0.36 |            |  |         | 0.52 |  |  |  | 0.70 |  |  |  | 0.70 |  |  |        |        | 
|600 minute plan       |  |         | 180.00   |         |  |         | 0.36 |         |  |         | 0.52 |         |  |         | 0.36 |            |  |         | 0.52 |  |  |  | 0.70 |  |  |  | 0.70 |  |  |        |        | 
|720 minute plan       |  |         | 201.60   |         |  |         | 0.36 |         |  |         | 0.50 |         |  |         | 0.36 |            |  |         | 0.50 |  |  |  | 0.70 |  |  |  | 0.70 |  |  |        |        | 
|960 minute plan       |  |         | 255.00   |         |  |         | 0.36 |         |  |         | 0.50 |         |  |         | 0.36 |            |  |         | 0.50 |  |  |  | 0.70 |  |  |  | 0.70 |  |  |        |        | 
|1,200 minute plan     |  |         | 299.00   |         |  |         | 0.30 |         |  |         | 0.42 |         |  |         | 0.30 |            |  |         | 0.42 |  |  |  | 0.60 |  |  |  | 0.60 |  |  |        |        | 
|1,200 minute plan (5) |  |         | 395.00   |         |  |         | 0.30 |         |  |         | 0.30 |         |  |         | 0.30 |            |  |         | 0.30 |  |  |  | 0.59 |  |  |  | 1.05 |  |  |        |        | 
|1,200 minute plan(6)  |  |         | 375.00   |         |  |         | 0.38 |         |  |         | 0.38 |         |  |         | 0.38 |            |  |         | 0.38 |  |  |  | 0.52 |  |  |  | 0.52 |  |  |        | 188.00 | 
|1,800 minute plan (5) |  |         | 570.00   |         |  |         | 0.30 |         |  |         | 0.30 |         |  |         | 0.30 |            |  |         | 0.30 |  |  |  | 0.59 |  |  |  | 0.66 |  |  |        |        | 
|2,400 minute plan(6)  |  |         | 680.00   |         |  |         | 0.37 |         |  |         | 0.37 |         |  |         | 0.37 |            |  |         | 0.37 |  |  |  | 0.52 |  |  |  | 0.52 |  |  |        |        | 
|2,400 minute plan (5) |  |         | 725.00   |         |  |         | 0.30 |         |  |         | 0.30 |         |  |         | 0.30 |            |  |         | 0.30 |  |  |  | 0.59 |  |  |  | 0.99 |  |  |        | 170.00 | 
|3,000 minute plan (5) |  |         | 890.00   |         |  |         | 0.30 |         |  |         | 0.30 |         |  |         | 0.30 |            |  |         | 0.30 |  |  |  | 0.59 |  |  |  | 0.99 |  |  |        |        | 
|4,800 minute plan (6) |  |         | 1,310.00 |         |  |         | 0.36 |         |  |         | 0.36 |         |  |         | 0.36 |            |  |         | 0.36 |  |  |  | 0.52 |  |  |  | 0.52 |  |  |        | 164.00 | 
|6,000 minute plan (5) |  |         | 1,730.00 |         |  |         | 0.30 |         |  |         | 0.30 |         |  |         | 0.30 |            |  |         | 0.30 |  |  |  | 0.59 |  |  |  | 0.95 |  |  |        |        | 
|9,600 minute plan(6)  |  |         | 2,510.00 |         |  |         | 0.34 |         |  |         | 0.34 |         |  |         | 0.34 |            |  |         | 0.34 |  |  |  | 0.52 |  |  |  | 0.52 |  |  |        | 157.00 | 
|Prepaid  Day plan    |  |         | N/A      |         |  |         | 0.75 |         |  |         | 0.75 |         |  |         | 0.75 |            |  |         | 0.75 |  |  |  | 0.75 |  |  |  | 0.75 |  |  |        |        | 
|Prepaid  Night plan  |  |         | N/A      |         |  |         | 0.99 |         |  |         | 0.99 |         |  |         | 0.99 |            |  |         | 0.99 |  |  |  | 0.99 |  |  |  | 0.99 |  |  |        |        | 
|Prepaid  Anytime     |  |         | N/A      |         |  |         | 0.72 |         |  |         | 0.72 |         |  |         | 0.72 |            |  |         | 0.72 |  |  |  | 0.72 |  |  |  | 0.72 |  |  |        |        | 
|Prepaid  Blue rate   |  |         | N/A      |         |  |         | 0.81 |         |  |         | 0.81 |         |  |         | 0.81 |            |  |         | 0.81 |  |  |  | 1.31 |  |  |  | 1.31 |  |  |        |        | 
|Prepaid  Green rate  |  |         | N/A      |         |  |         | 1.31 |         |  |         | 1.31 |         |  |         | 1.31 |            |  |         | 1.31 |  |  |  | 1.62 |  |  |  | 1.62 |  |  |        |        | 
|Prepaid  Corporate   |  |         |          |         |  |         |      |         |  |         |      |         |  |         |      |            |  |         |      |  |  |  |      |  |  |  |      |  |  |        |        | 
|plan                  |  |         | N/A      |         |  |         | 0.59 |         |  |         | 0.59 |         |  |         | 0.59 |            |  |         | 0.59 |  |  |  | 0.59 |  |  |  | 0.59 |  |  |        |        | 



---

|(1) |  | The terms of our service plans presented in the table are in effect in
the Brazilian States of Alagoas, Paraíba, Rio Grande do Norte, Ceará and
Piauí. The terms of our service plans in the State of Pernambuco differ
from those in the table solely because of differences in the ICMS tax
rate. The ICMS tax rate in each state in the Region is 25% for domestic
telecommunications services, except in the state of Pernambuco, where a
28% rate went into effect as of January 1, 2002. See Taxes on
Telecommunications Goods and Services.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | All rates are peak rates. Discounts, ranging from 0% to 66% for postpaid
plans and from 0% to 81% for prepaid plans, apply to off-peak calls,
depending on the plan.                                                                                                                                                                                                                                                                                                                                                                                 
|(3) |  | MF denotes the rate charged for calls to fixed-line telephones.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(4) |  | MM denotes the rate charged for calls to cellular telephones.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(5) |  | Corporate plan for five or more lines. Additional monthly charges are
charged on a pro-rated basis for each line subsequently added.                                                                                                                                                                                                                                                                                                                                                                                                                 
|(6) |  | Corporate plan for three or more lines. Monthly charges are increased by
R$10.00 for each line subsequently added.                                                                                                                                                                                                                                                                                                                                                                                                                                   

In July 2000, Anatel authorized an average price increase of up to 8.2%,
effective December 11, 2000, after which we implemented an average price
increase of 7%. In January 2002, Anatel authorized an average price increase
of up to 10.4%, effective February 1, 2002, after which in November 2002, we
increased prices by 4.38% in Alagoas, Paraíba, Rio Grande do Norte, Ceará and
Piauí, and by 7.38% in Pernambuco. In February 2003, Anatel authorized an
additional increase of 21.9%, after which in March 2003, we increased prices by
10.0% in Alagoas, Paraíba, Rio Grande do Norte, Ceará and Piauí, and by 9.6% in
Pernambuco. Since our price increases were below those authorized by Anatel,
our prices remain below the price ceilings set by Anatel under the SMC
regulations. See Regulation of the Brazilian Telecommunications
Industry.

22



---



##### Table of Contents



The rate structure currently applicable to Brazilian cellular
telecommunications companies will be changed with the introduction of the CSP
Program, expected to occur in the second half of 2003. The CSP Program will
allow customers to select long-distance carriers on a per call basis. In
addition, home registration areas will be larger geographically and fewer in
number. Under this new rate allocation structure, a customer will be charged
directly by us only for calls completed within that customers home
registration area. Long-distance calls, however, will be charged to a customer
by the chosen long-distance carrier. This long-distance carrier, in turn, will
pay us a new VU-M fee for any use of its network for such a long-distance call.

Roaming Fees

We receive revenue pursuant to roaming agreements with other cellular
service providers. When a call is made from within the Region by a client of
another cellular service provider, that service provider pays us for the call
at the applicable rate. Conversely, when one of our clients makes a cellular
call outside the Region, we must pay the charges associated with that call to
the cellular service provider in whose region the call originates. See Operating AgreementsRoaming Agreements.

Interconnection

We earn revenues from any call to a client that originates from another
service provider (cellular or fixed-line). We charge the service provider from
whose network the call originates an interconnection charge for every minute
our network is used in connection with the call. See Operating AgreementsInterconnection Agreements. The interconnection fee we charged to the
other service providers from January 1998 through November 1999 was R$0.19 per
minute, net of taxes. The per-minute interconnection fee, net of taxes, was
increased to R$0.2607 in December 2000, R$0.2963 in February 2002 and to
R$0.3614 in February 2003, in each case following Anatel approval.

Cellular Telephone Sales

We started selling digital cellular telephones in December 1998, both
directly and through its dealer network. The telephones are often sold at or
below cost as part of one of our packages that include cellular
telecommunications services. Management believes that, while sales of cellular
telephones may be, from time to time, a significant source of revenue, they are
unlikely to become a significant source of income. At present, supplies of
cellular handsets sufficient to satisfy demand in the Region are available in
the market, making it unnecessary for us to engage in significant levels of
handset sales. Additionally, no meaningful demand for us to supply handsets
has developed, although our move to offer GSM technology by the second half of
2003 may result in increased demand. See Network.

Internet Related Services

We began to provide Internet related services in the second half of 2000,
some of them at no cost to our clients. As a result, we had almost no revenues
from Internet-related services in 2000. In 2001 and 2002, demand for such
services did not develop significantly.

Taxes on Telecommunications Goods and Services

The costs of telecommunications goods and services to clients are subject
to a variety of taxes, currently including ICMS, ISS, COFINS, PIS, FUST Tax,
FUNTTEL Tax and FISTEL Tax, which are described below.



| |  |  | ICMS.The principal tax applicable to telecommunications
goods and services is a state value-added tax, the Imposto sobre
Circulação de Mercadorias e Serviços(ICMS), which the Brazilian
States impose at varying rates on certain revenues from the sale of
goods and services, including certain telecommunications services.
The ICMS tax rate in each state in the Region is 25% for domestic
telecommunications services, except in the State of Pernambuco,
where a 28% rate went into effect as of January 1, 2002. The ICMS
tax rate imposed on the sale of cellular telephones averages 17%
throughout the Region. In June 1998, the governments of individual
Brazilian States approved an agreement to interpret existing
Brazilian tax law to apply ICMS, effective July 1, 1998, to certain
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23



---



##### Table of Contents





| |   |  | services to which ICMS had not previously been applied, including
cellular activation fees. See Item 8. Financial InformationLegal ProceedingsLitigation Related to the Application of ICMS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | ISS. The Imposto Sobre Serviços(ISS) is a tax on revenues
from certain services, which municipalities impose at varying rates.
In cities in the Region with a population greater than 400,000, the
ISS rate is around 5%. As provided by Constitutional Amendment No.
20, dated June 12, 2002, municipalities must charge a minimum rate
of 2% and must not grant any direct or indirect tax benefits that
may result in an effective rate below 2%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | COFINS.The Contribuição Social para o Financiamento da
Seguridade Social(COFINS) is a social contribution tax on gross
revenues (both operating and financial). On November 27, 1998, the
Brazilian government increased the COFINS rate from 2% to 3% but
permitted taxpayers to offset up to one-third of the amount of
COFINS paid against the amount owed as Contribuição Sobre Lucro
Líquido(CSL), a social contribution tax assessed on net income.
The ability to offset COFINS against CSL was subsequently revoked
for periods after January 1, 2000. In each State in the Region, the
Subsidiaries historically have passed charges for COFINS along to
their customers. In 2002, the Federal Government filed a lawsuit
against Teleceará Celular and Telpe Celular to prevent this billing
practice and to force Teleceará Celular and Telpe Celular to pay to
each customer an amount equal to double the amount charged to such
customer for COFINS. Although the lawsuit was filed only in the
States of Ceará and Pernambuco, if Teleceará Celular or Telpe
Celular lose the lawsuit, we may decide to discontinue our practice
of passing charges for COFINS through to our customers in all the
States in the Region, which would increase our costs. See Item 8.
Financial InformationLegal ProceedingsLitigation Related to
the Application of PIS and COFINS.          
|
| |  |  | PIS.The Programa de Integração Social(PIS) is another
social contribution tax, imposed prior to December 2002 at a rate of
0.65% on gross revenues from certain telecommunications service
activities (both operating and financial) and handset sales.
Beginning in December 2002, PIS has been levied at a rate of 1.65%
on gross revenues from sales of handsets, according to law
10,637/02. In each state in the Region, the Subsidiaries
historically have passed charges for PIS along to their customers.
In the same lawsuit filed against Teleceará Celular and Telpe
Celular to prevent them from charging customers for COFINS through
to their customers, the Federal Government also has demanded that
Teleceará Celular and Telpe Celular stop passing charges for PIS.
In this lawsuit, the Federal Government has requested that Teleceará
Celular and Telpe Celular pay to each customer an amount equal to
double the amount charged to such customer for PIS. Although the
lawsuit was filed only in the States of Ceará and Pernambuco, if
Teleceará Celular or Telpe Celular lose the lawsuit, we may decide
to discontinue our practice of passing charges for PIS through to
its customers in all the States in the Region, which would increase
our costs. See Item 8. Financial InformationLegal ProceedingsLitigation Related to the Application of PIS and COFINS.
|
| |  |  | FUST.On August 17, 2000, the Brazilian government created
the Fundo de Universalização dos Serviços de Telecomunicações
(FUST), a fund that is supported by a social contribution tax
applicable to all telecommunications services (FUST Tax). The
purpose of the FUST is to reimburse a portion of the costs incurred
by telecommunications service providers to meet the universal
service targets required by Anatel throughout the Region (such as
targets for rural and impoverished areas, schools, libraries and
hospitals), in case these costs are not entirely recovered through
the collection of telecommunications service fees and charges. The
FUST Tax is imposed at a rate of 1% on gross operating revenues, and
its cost may not be passed on to clients. Telecommunications
companies can draw from the FUST upon meeting the universal service
targets required by Anatel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |  | FUNTTEL.On November 28, 2000, the Brazilian government
created the Fundo para Desenvolvimento Tecnológico das
Telecomunicações(the FUNTTEL), a fund that is supported by a
social contribution tax applicable to all telecommunications
services (the FUNTTEL Tax). The FUNTTEL is a fund managed by
BNDES and FINEP, a government research and development agency. The
purpose of the FUNTTEL is to promote the development of
telecommunications technology in Brazil and to improve competition
in the industry by financing research and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

24



---



##### Table of Contents





| |   |  | development in the area of
telecommunications technology. The FUNTTEL
Tax is imposed at a rate of 0.5% on gross operating revenues, and its
cost may not be passed on to clients.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | FISTEL.The Fundo de Fiscalização das Telecomunicações(the
FISTEL), a fund supported by a tax applicable to
telecommunications services (the FISTEL Tax), was established in
1966 to provide financial resources to the Brazilian government for
its regulation and inspection of the sector. The FISTEL Tax
consists of two types of fees: an installation inspection fee
assessed on telecommunications stations upon the issuance of their
authorization certificates and an annual operations inspection fee
that is based on the number of authorized stations in operation at
the end of the previous calendar year. The amount of the
installation inspection fee is a fixed value, depending upon the
kind of equipment installed in the authorized telecommunications
station. The operations inspection fee equals 50% of the total
amount of installation inspection fees that would have been paid
with respect to existing equipment.

Seasonality

We have experienced a trend of generating a significantly higher number of
new clients and handset sales in the fourth quarter of each year as compared to
the other three fiscal quarters. A number of factors contribute to this
trend, including the increased use of retail distribution (in which sales
volume increases significantly during the year-end holiday shopping season),
the timing of new product and service announcements and introductions,
aggressive marketing and promotions and greater tourism volume in the fourth
quarter of each year.

Network

At December 31, 2002, our cellular telecommunications network consisted of
926 radio base stations, 77 signal amplifiers and approximately 51,542 voice
channels and covered approximately 75% of the Regions population. We expanded
the network during 2002, increasing the number of radio base stations, signal
amplifiers and channels by 3.5%, 14.9% and 1.9%, respectively. We continue to
increase network capacity and coverage in response to projected consumer
demand. The network is connected primarily by a fiber-optic transmission
system leased from TNE and Embratel. Ericsson is our principal supplier of
cellular telecommunications equipment.

Digitalization represents one of our key strategic initiatives. At March
31, 2003, approximately 77% of our network was digital and 97% of its clients
used digital handsets. Our management believes that digitalization offers
certain advantages, including greater network capacity, reduced operating costs
and additional revenues through the sale of value-added services. Digital
cellular telecommunications service also offers clients greater security.

In December 2002, the Subsidiaries converted their respective concessions
to operate under the Serviço Móvel Celular(SMC) rules into authorizations to
operate under the Serviço Móvel Pessoal(PCS) rules. Under the PCS
regulations, we are allowed to use GSM technology. We recently converted our
operations to PCS and is in the process of making the necessary investments for
a GSM technology overlay. We will pay a fee of R$26.0 million to Anatel for
the use of an additional band of radio spectrum.

Under the concessions, we were obligated to meet certain quality of
service and annual network coverage obligations. All the Subsidiaries were in
compliance with their quality of service obligations and reached all their
network coverage obligations under the concessions through 2002. In addition,
prior to our conversion from SMC concessions to PCS authorizations, we also had
quality of service under a Protocol for Mobile Cellular Service Providers,
jointly adopted by Anatel and Brazilian cellular service providers. All the
Subsidiaries were in compliance with their quality of service obligations under
the Protocol through 2002. The Protocol is not applicable to the Subsidiaries
after the migration to the PCS regulations. See Regulation of the
Brazilian Telecommunications Industry.

Dependence on Patents, Licenses or Contracts

Other than the authorizations of each Subsidiary, neither our business nor
our profitability is materially dependent on patents, licenses or contracts.

25



---



##### Table of Contents



Billing and Collection

Towards the end of 1999, we completed the implementation of a new billing
system from SEMA Group PLC (SEMA). This billing system has four main
functions: client registration, client information management, accounts
receivable management and billing and collection. The billing system gives us
greater flexibility in developing service plans and billing options and enables
us to monitor account balances in near real-time. In November 2001, we
acquired from SEMA an updated billing system, which will increase flexibility,
for example enabling us to offer and bill for new services in a short
time-to-market. The system uses a standard UNIX platform and Oracle database,
which will enable us to reduce our operational and maintenance costs. In
August 2002, we installed a Promotion Manager System, a new module from SEMA,
for our prepaid billing system. This new module gives us greater flexibility
in developing promotions, reducing implementation time, and enables us to give
bonuses to prepaid subscribers within a shorter period of time. The new module
uses a standard UNIX platform and Oracle database.

Pursuant to Anatels regulations, we provide our clients with their bills
at least five days before the due date. We have implemented several
initiatives in order to improve collection procedures, including a text message
billing service. If a clients payment is more than 15 days past due, either
outgoing service or both outgoing and incoming services can be suspended until
full payment for all outstanding charges is received. If a clients payment is
more than 90 days past due, service can be discontinued.

We and other telephone service providers operating in Brazil periodically
reconcile the interconnection and roaming charges owed among them and settle on
a net basis. See   Sources of Revenue  Interconnection and   Sources
of Revenue   Roaming Fees. Currently, the reconciliation process is largely
managed by Embratel Clearing House. For international and domestic
long-distance calls made by our clients, we forward the amount collected for
such calls to Embratel and charge Embratel a per-minute fee for the use of its
cellular telecommunications network.

Customer Sales and Services

We operate call centers that enable contract and prepaid clients to obtain
customer service 24 hours a day, seven days a week. On December 31, 2002, 457
of our 1,231 employees, contractors and interns were customer service
representatives. We have 63 customer service centers that provide customer
service and handle complaints that cannot be addressed over the telephone.
These centers also sell cellular telephones, accessories and services offered
by us. Since the implementation of a new billing system in 1999, our call and
service centers have used the Clarify system, which holds a greater amount of
client information and facilitates the work of the our customer service
representatives. Customer services, such as copies of invoices, can be
obtained through our website, which also allows customers to access other
services and contains information regarding operations, new services, rate
plans and corporate information.

Fraud Detection and Prevention

Subscription fraud and cloning fraud are common in parts of Brazil and
are experienced by us. Subscription fraud occurs when the perpetrator of the
fraud obtains identification documents of another individual, either real or
forged, and utilizes them to obtain cellular services without paying for them.
Cloning fraud is less common than subscription fraud. Cloning fraud consists
of duplicating the cellular signal of a client, enabling the perpetrator of the
fraud to make telephone calls using the clients signal. Such calls are billed
to the client, but the receivable is written off when we discover it arose from
a fraudulent call. If part of a fraudulent call is carried by the network of
another service provider, we are obligated to pay that service provider the
applicable interconnection fee, regardless of whether we ever collect the
receivable associated with the call.

We have implemented fraud-prevention and fraud-detection measures in an
effort to detect fraud as quickly as possible and thereby reduce costs
associated with fraud. Fraud detection measures include the collection and
review of call records to detect abnormal calling patterns. When abnormal
patterns are found, the client or user is contacted by our fraud control staff
and, if cloning has occurred, the clients number, cellular telephone or both
are changed. If subscription fraud has occurred, both the applicable number
and the cellular telephone line are terminated. Fraud prevention measures
include restrictions on international calls from a given number and
restrictions on three-way calling by customers with international direct-dial
access.

26



---



##### Table of Contents



We have a nationwide fraud detection system licensed from Digital
Equipment Corporation. This system analyzes various aspects of cellular
service usage including simultaneous usage by a single client, call frequency
and unusually high usage patterns. The system has been operational within the
Region since July 1998.

Competition

Our main competitors are BSE and Oi. Anatel makes public the number of
active lines operated by cellular service providers within the Region. Based
on this information and market research, we can calculate our market share. At
December 31, 2002, BSE and Oi had 965,000 and 350,000 clients, respectively,
according to information provided by Anatel. Our management estimates that, as
of March 31, 2003, our market share was 59%, BSEs market share was 28%, and
Ois market share was 13%. Management believes it is likely that a certain
number of people are clients of us, BSE and Oi.

Band B Competition

The General Telecommunications Law provides for the introduction of
competition in telecommunications services in Brazil. The Federal Government
has granted ten licenses to private companies (each a Band B Service
Provider) to provide cellular telecommunications services within particular
regions of Brazil on a frequency range referred to as Band B The frequency
range used by the cellular service providers that were spun off from the
Telebrás System, including us (each a Band A Service Provider), is referred
to as Band A. Each Band B license covers a geographic region that generally
corresponds to a Cellular Region. See Regulation of the Brazilian
Telecommunications IndustryLicenses.

A license to provide cellular telecommunications services in the Region on
Band B has been granted to BSE S.A. (BSE), whose shareholders included
Verbier Representações e Participações Ltda., Bombshell Comércio e
Participações Ltda., OESP Participações Ltda., Splice do Brasil
Telecomunicações e Eletrônica Ltda. and BellSouth Latin American Investments
Ltda. BSE paid R$555.6 million for the license and began providing cellular
telecommunications service based on the TDMA digital standard in the Regions
larger cities in June 1998. BSE operates by using its own network and
therefore does not need to pay to use Embratels lines for interregional calls.
Because we and BSE use the same digital technology, a cellular telephone from
one company will function in both systems, which facilitates churn in the form
of client migration from one company to the other. In March 2003, it was
publicized that BSE was sold to América Móvil. We anticipate that América
Móvil will raise the level of competition in the Region by investing heavily in
BSE.

Band C Competition

There were no participants in the auctions for the Band C PCS
authorizations held on February 1, 2001 and on August 16, 2001. On May 2,
2002, Anatel commenced a new auction process for Band C radio frequencies.
This new auction process was open only to cellular telecommunications companies
and to companies that previously had acquired PCS authorizations.

Band D Competition

In 2001, Anatel awarded a license to a subsidiary of TNE to offer GSM
cellular telephone services throughout the area in which TNE offers fixed-line
telephone services. The new competitor, operates under the name Oi, and
began offering services in June 2002. Oi is an aggressive competitor but
appears to have light coverage of the Region. According to the terms of Ois
authorization, Oi must achieve certain coverage targets within specified time
periods. Within 12 months after receiving its authorization, Oi must offer
services in areas covering at least 50% of 50% of all state capitals and
municipalities with populations exceeding 500,000 in the region for which Oi is
licensed. Within 60 months after receiving its authorization, Oi must offer
services in areas covering all municipalities in its region with populations
exceeding 100,000. In May 2003, TNE sold Oi to its subsidiary, Telemar.

Band E Competition

Vésper S.A., a consortium with members including Bell Canada
International, Velocom Incorporated and Qualcomm Incorporated, acquired a Band
E license to offer cellular services in the Region.

27



---



##### Table of Contents



Other Competition

While management does not consider fixed-line service providers to be
major competitors, it is possible that increased fixed-line penetration in
areas where cellular telecommunications previously had been the only readily
available telecommunications service could result in reduced usage of cellular
telecommunications services in those areas. In addition, fixed-line service
providers may acquire additional bands and begin providing cellular services.
There are two fixed-line service providers in the Region: TNE and Vésper S.A.
Vésper S.A. paid R$60 million for its concession.

On April 27, 2000, Anatel issued Resolution No. 221/00, which applies the
same rules to trunking as to other cellular telecommunications services.
Because trunking service providers are not permitted to offer services to
individual clients, such providers will only compete with us in the corporate
segment.

We also compete to a limited extent with certain other wireless
telecommunications services, such as Wireless Local Loop (WLL), mobile radio,
and paging and beeper services, which are widely used in Brazil. These
competing wireless telecommunications services are generally less expensive
than cellular telecommunications services. WLL is a technology that permits
access to fixed-line operators switching centers through radio base stations,
operating in a frequency similar to those of cellular service providers.
Vésper S.A. provides WLL services in the Region.

The opening to competition of the Brazilian market for cellular
telecommunications services has adversely affected our results of operations,
and there can be no assurance that the entry or growth of competitors will not
have a material adverse effect on our business, financial condition, results of
operations or prospects. Any adverse effects on our results and market share
from competitive pressures will depend on a variety of factors that cannot now
be assessed with precision and that are beyond our control. Among such factors
are the identity of the competitors, their business strategies and
capabilities, prevailing market conditions at the time, the regulations
applicable to new entrants and us, and the effectiveness of our efforts to
prepare for increased competition. One or more new competitors may have
technical or financial resources greater than ours.

TIM Brasil

According to rules set forth by Anatel for all PCS authorization auctions,
the controlling shareholders of Band A and Band B cellular service providers
were not allowed to hold more than one license, either in the form of an
authorization or a concession, in a single PCS region. Accordingly, a company
controlling a Band A or Band B cellular service provider that acquires control
of a PCS authorization resulting in a geographical overlap of its licenses has
two alternatives:



| |  |  | it can sell its controlling shares in the Band A or
Band B cellular service providers within six months of purchasing
the PCS authorization; or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | it can waive the right to operate under the PCS
authorization in the areas where overlaps exist.                                               

As a result, some companies controlled by TIM waived their rights to
provide PCS services in certain areas. In 2001, Portale Rio Norte and TIM
Centro Sul waived their rights to operate under PCS authorizations in areas
currently served by Maxitel, Tele Celular Sul and us because of geographical
overlaps in the PCS authorizations awarded to Portale Rio Norte and TIM Centro
Sul and the concessions held at that time by Maxitel, Tele Celular Sul and us.

On December 31, 2002, TIM Centro Sul and Portale Rio Norte merged into
Portale São Paulo S.A. On January 22, 2003, Portale São Paulo S.A. changed its
name to TIM Celular S.A. and presently is headquartered in the city of São
Paulo.

28



---



##### Table of Contents



Operating Agreements

Interconnection Agreements

We have entered into interconnection agreements with each of TNEs
subsidiaries operating in the Region, Vésper (TNEs mirror company), BSE,
Embratel and Intelig (a consortium of member companies, including National
Grid, France Telecom and Sprint). The terms of these interconnection
agreements include provisions specifying the number of connection points, the
method by which signals must be received and transmitted, and the costs and
fees for interconnection services. Anatel only has approved the agreement
with BSE and Intelig that was signed while we were operating under the
concessions. Our interconnection agreements currently are being discussed with
Anatel in light of our migration to PCS. Nevertheless, even in the absence of
approval by Anatel, the parties to these interconnection agreements are
obligated to offer interconnection services to each other. See also Regulation of the Brazilian Telecommunications IndustryInterconnection.

Roaming Agreements

We have entered into agreements for automatic roaming with each of the
other Band A and Band B Service Providers. These roaming agreements permit our
clients to use their cellular telephones on the networks of other cellular
service providers while traveling or roaming outside the Region. We are
required to provide reciprocal service to clients of those cellular service
providers when those clients are within the Region. The agreements require
that the cellular service providers to which they refer provide service to
roaming clients on the same basis that they provide service to their own
clients and to carry out a monthly reconciliation of roaming charges. The
agreements have a one-year term and automatically renew for further one-year
terms.

Furthermore, we have entered into international roaming agreements with
foreign carriers that permit our clients to use their cellular telephones in
Argentina, Uruguay and Paraguay. These agreements also allow clients of these
foreign carriers to use their cellular telephones in the Region. We also offer
international roaming in Europe through an agreement with Tele Celular Sul,
allowing us to take advantage of Tele Celular Suls agreements with European
local cellular service providers. We, together with other Latin American
subsidiaries of Telecom Italia, are negotiating additional international
roaming agreements with respect to countries that have the same as well as
different technologies. Roaming in countries with different technologies will
require a change of handsets before leaving Brazil. Countries that use the
same technology as ours include the United States and certain other Latin
American countries. Countries with different technologies include those in
Europe and Asia. The finalization of these agreements is pending the
completion of a contract with an international clearinghouse. BSE began
offering international roaming to its clients in April 2000.

Roaming services require that the technologies used by the service
providers be the same. Accordingly, as GSM becomes used more by service
providers than TDMA, we may increase our roaming coverage if and when we shift
from TDMA technology to GSM.

Site-Sharing Agreement

In accordance with trends in the international telecommunications industry
and Anatel guidelines, we have entered into an agreement with Telemar to share
our sites. Amounts paid by Telemar under a site-sharing agreement could help
offset the costs of leasing such sites.

Capital Expenditures

Our capital expenditure priorities for 2003 include adapting our network
to comply with PCS regulations, the purchase of additional frequencies that we
will use to offer GSM services. The Holding Company expects to make
approximately R$327.0 million in capital expenditures during 2003. See Item
4. Information on the CompanyNetwork.

The following table sets forth the amount of capital expenditures per
Subsidiary for the three-year period ending December 31, 2002:

29



---



##### Table of Contents



|                  |                            |                      |                         |       |      |  |      |       |  |  |      |      | 
|----------------- | -------------------------- | -------------------- | ----------------------- | ----- | ---- |  | ---- | ----- |  |  | ---- | ---- | 
|                  |                            |                      | Year ended December 31,
|                  |                            |                      |                        
|                  |                            |                      | 2000                    |       | 2001 |  | 2002
|                  |                            |                      |                         |       |      |  |     
|Company           |                            | (millions of reais )
|                  |                            |                     
|Telepisa Celular  |                            |                      | 14.0                    |       |      |  | 7.2  |       |  |  | 5.5  |     
|Teleceará Celular |                            |                      | 45.0                    |       |      |  | 25.1 |       |  |  | 18.7 |     
|Telern Celular    |                            |                      | 28.1                    |       |      |  | 19.8 |       |  |  | 9.0  |     
|Telpa Celular     |                            |                      | 20.8                    |       |      |  | 12.7 |       |  |  | 7.0  |     
|Telpe Celular     |                            |                      | 65.7                    |       |      |  | 53.1 |       |  |  | 26.8 |     
|Telasa Celular    |                            |                      | 24.9                    |       |      |  | 13.6 |       |  |  | 9.1  |     
|Holding Company   |                            |                      | 3.6                     |       |      |  | 0.5  |       |  |  | 0.7  |     
|                  |                            |                      |                         |       |      |  |      |       |  |  |      |     
|                  | Total capital expenditures |                      |                         | 202.1 |      |  |      | 132.0 |  |  |      | 76.8 | 
|                  |                            |                      |                         |       |      |  |      |       |  |  |      |     

The following table sets forth our capital expenditures per category of
investment for each year in the three-year period ended December 31, 2002:

|                              |                            |  |                         |       |      |  |      |       |  |  |      |      | 
|----------------------------- | -------------------------- |  | ----------------------- | ----- | ---- |  | ---- | ----- |  |  | ---- | ---- | 
|                              |                            |  | Year ended December 31,
|                              |                            |  |                        
|                              |                            |  | 2000                    |       | 2001 |  | 2002
|                              |                            |  |                         |       |      |  |     
|                              |                            |  | (millions of reais )   
|Automatic switching equipment |                            |  | 49.8                    |       |      |  | 11.4 |       |  |  | 7.3  |     
|Other equipment               |                            |  | 109.9                   |       |      |  | 73.1 |       |  |  | 30.4 |     
|Real estate                   |                            |  | 0.2                     |       |      |  | 0.6  |       |  |  | 0.0  |     
|Other assets                  |                            |  | 42.2                    |       |      |  | 46.9 |       |  |  | 39.1 |     
|                              |                            |  |                         |       |      |  |      |       |  |  |      |     
|                              | Total capital expenditures |  |                         | 202.1 |      |  |      | 132.0 |  |  |      | 76.8 | 
|                              |                            |  |                         |       |      |  |      |       |  |  |      |     

For a discussion of the methods we used to finance capital expenditures and the
recent evolution of capital expenditures, see Item 5. Operating and Financial
Review and ProspectsLiquidity and Capital Resources.

Research and Development

In connection with the Breakup, the Subsidiaries were required to enter
into three-year contracts which obligated them to contribute an aggregate of
R$2.4 million to the Centro de Pesquisa e Desenvolvimento da Telebrás (the
Center), a research and development center formerly operated by Telebrás,
during the period from May 1998 until July 2001.

Our research and development expenses during 2000, 2001 and 2002 were
R$1.0 million, R$0.7 million and R$90 thousand, respectively. Our research and
development expenses during 2000 and 2001 consisted of its contribution to the
Center. During 2002, although our obligation to make contributions to the
Center had expired, we made contributions to the Center to fund research and
development of discrete projects. We do not independently develop new
telecommunications hardware and depend upon the manufacturers of
telecommunications products for the development of new hardware. Accordingly,
we do not expect to incur material research and development expenses in the
future.

Regulation of the Brazilian Telecommunications Industry

General

Our business is subject to comprehensive regulation under the General
Telecommunications Law, a comprehensive regulatory framework for the provision
of telecommunications services enacted by Anatel in November 1998, and various
administrative enactments thereunder. Each of the Subsidiaries operated under
a concession to provide services under the SMC regulations until December 2002,
when the Subsidiaries converted their concessions into authorizations to
provide services under the PCS regulations. The PCS regulations set forth
certain obligations further described below.

Anatel is the regulatory agency for telecommunications under the General
Telecommunications Law and the October 1997 Regulamento da Agência Nacional de
Telecomunicações(the Anatel Decree). Anatel is

30



---



##### Table of Contents



administratively independent
and financially autonomous. Anatel maintains a close
relationship with the Ministry of Communications and is required to report
its activities to the Ministry of Communications. It has authority to propose
and to issue regulations that are legally binding on telecommunications service
providers. Any proposed regulation or action by Anatel is subject to a period
of public comment, which may include public hearings, and may be challenged in
Brazilian courts.

Authorizations and Concessions

Pursuant to the 1996 Lei Mínima(the Minimum Law), Band A and Band B
Service Providers were granted concessions under SMC regulations. Each
concession is a specific grant of authority to supply cellular
telecommunications services in a defined geographical area, subject to certain
requirements contained in the applicable list of obligations appended to each
concession. If such a Band A or Band B cellular service provider wishes to
offer any telecommunications service other than the cellular telecommunications
service authorized by its concession, it may apply to Anatel for a license to
offer such other services. Through resolutions enacted in September 2000 and
January 2001, Anatel also has granted cellular service providers operating
under concessions the right to convert their concessions into authorizations
under PCS regulations.

In 1997, the Subsidiaries were granted concessions. In December 2002, the
Subsidiaries converted their respective SMC concessions into PCS
authorizations, with an option to renew the authorizations for an additional 15
years following the original expiration dates of the concessions. As a result
of the conversion from concessions to authorizations, our Subsidiaries were
subsequently allowed to operate under the PCS regulations.

Authorizations and concessions to provide telecommunications services are
granted under either the public regime or the private regime. Only certain
fixed-line service providers are currently operating under the public regime.
Public regime companies are subject to certain requirements under the General
Telecommunications Law and the May 1998 Decree establishing the General
Fixed-Line Service Universalization Target Plan.

Services provided under the private regime are classified as either
collective interest or restricted interest. Collective interest private regime
services are only subject to requirements imposed by Anatel under the
applicable authorizations or concessions and the General Telecommunications
Law. Restricted interest private regime services are subject to fewer
requirements than public regime or collective interest private regime services.
Under the authorizations, the Subsidiaries operate under the collective
interest private regime.

The following table sets forth the expiration date of the initial period
of each Subsidiarys authorizations:

|                  |  |                   |  | 
|----------------- |  | ----------------- |  | 
|                  |  | Authorization    
|Subsidiary        |  | expiration date  
|                  |  |                  
|Telpe Celular     |  | May 15, 2009     
|Teleceará Celular |  | November 28, 2008
|Telpa Celular     |  | December 31, 2008
|Telern Celular    |  | December 31, 2008
|Telasa Celular    |  | December 15, 2008
|Telepisa Celular  |  | March 27, 2009   

Obligations of Telecommunications Companies

The following table sets forth our SMC quality of service obligations
under the concessions, applicable to the Subsidiaries on December 31, 2002:

31



---



##### Table of Contents



|                                                          |  |          |     |  
|--------------------------------------------------------- |  | -------- | --- | -
|                                                          |  | Maximum/
|Quality of Service Indicator                              |  | Minimum 
|                                                          |  |         
|Average
level of system availability(1)                   |  |          | >98 | %
|Network drop rate (2)                                     |  |          | <3  | %
|All circuits busy rate(3)                               |  |          | <5  | %
|Interconnection drop rate(4)                              |  |          | <3  | %
|Average system availability on first call attempt         |  |          | >90 | %
|Number of customer complaints per month (per 100 clients) |  |          | <5  |  



---

|(1) |  | Percentage of time system is operational and available for call
origination, transport and completion.
|--- |  | ------------------------------------------------------------------------------------------------------
|(2) |  | Rate of failed call completion due to signal loss between radio
base station and switching centers.   
|(3) |  | Rate at which system rejects attempted calls during peak period
because no circuits are available.    
|(4) |  | Rate at which interconnected calls fail to complete during peak
periods.                              

In addition to the quality of service requirements under the SMC
regulations described above, Anatel and the Brazilian cellular service
providers jointly adopted a Protocol for Mobile Cellular Service Providers in
November 1999 (the Protocol). The Protocol established additional quality of
service targets and rates, which were required to be achieved by June 2001.
The Protocol does not constitute an addition or modification to the list of
obligations appended to each concession. Although the General
Telecommunications Law does not specify any penalties for failing to meet the
targets required by the Protocol, Anatel is required to examine the performance
of the Brazilian telecommunications companies under the Protocols standards.
All the Subsidiaries were in compliance with their quality of service
obligations under the Protocol through 2002. The Protocol is not applicable to
the Subsidiaries after the migration to the PCS regulations.

Our quality of service obligations under our PCS authorizations will
differ from those under the previous SMC concessions. See PCS
Regulation. While there can be no assurances, management believes that all
the Subsidiaries will be able to continue to meet all their quality of service
obligations under the authorizations.

The following table sets forth our SMC coverage obligations under the
concessions, applicable to the Subsidiaries on December 31, 2002:

|                                                     |                               |  |                          |     |      |  |      |     |      |  |      |    |   |  |    |    |   |  |   |    |  
|---------------------------------------------------- | ----------------------------- |  | ------------------------ | --- | ---- |  | ---- | --- | ---- |  | ---- | -- | - |  | -- | -- | - |  | - | -- | -
|                                                     |                               |  | Minimum Service Coverage
|                                                     |                               |  |                         
|                                                     |                               |  | 1998                     |     | 1999 |  | 2000 |     | 2001 |  | 2002
|                                                     |                               |  |                          |     |      |  |      |     |      |  |     
|Services offered in cities with
populations of: (1)  |                               |  |                          |     |      |  |      |     |      |  |      |    |   |  |    |    |   |  |   |   
|                                                     | Over 200,000 or state capital |  |                          | 100 | %    |  |      |    |      |  |      |   |   |  |    |   |   |  |   |   |  
|                                                     | 100,000 to 200,000            |  |                          |    |      |  |      | 100 | %    |  |      |   |   |  |    |   |   |  |   |   |  
|                                                     | 75,000 to 100,000             |  |                          |    |      |  |      |    |      |  |      | 90 | % |  |    |   |   |  |   |   |  
|                                                     | 50,000 to 75,000              |  |                          |    |      |  |      |    |      |  |      |   |   |  |    | 80 | % |  |   |   |  
|                                                     | 30,000 to 50,000              |  |                          |    |      |  |      |    |      |  |      |   |   |  |    |   |   |  |   | 70 | %
|Maximum average installation
waiting time (days) (2) |                               |  | 180                      |     |      |  | 120  |     |      |  | 30   |    |   |  | 15 |    |   |  | 5 |   



---

|(1) |  | For services to be deemed to be offered in any city, service must be
available to at least 30% of the population.
|--- |  | -----------------------------------------------------------------------------------------------------------------
|(2) |  | Between request for service and connection in areas with cellular
service.                                       

All the Subsidiaries have reached their network coverage obligations under
the concessions through 2002.

PCS Regulation

In September 2000, Anatel promulgated regulations regarding PCS wireless
telecommunications services that are significantly different from the ones
applicable to cellular companies operating under Band A and Band B. The new
rules allow companies to provide wireless telecommunications services under PCS
authorizations. The PCS authorizations allow new entrants in the Brazilian
telecommunications market to compete with existing telecommunications service
providers.

According to rules issued by Anatel, renewal of a concession to provide
cellular services, as well as permission from Anatel to transfer control of
cellular companies, are conditioned on agreement by such cellular service
provider to operate under the PCS rules. The Subsidiaries converted their
cellular concessions into PCS

32



---



##### Table of Contents



authorizations in December 2002, and are now subject to certain
obligations under the PCS regulations. See Authorizations and
Concessions.

In connection with the PCS authorization auctions in 2001 and 2002, Anatel
divided the Brazilian territory into three separate regions, each of which is
equal to the regions applicable to the public regime fixed-line telephone
service providers. PCS services may be provided within the 1800 MHz band,
which contains Bands C, D and E. Accordingly, in addition to the conversion of
the Band A and Band B service providers to PCS authorizations, up to three new
PCS authorizations may be granted in each PCS Region. Anatel held auctions for
PCS authorizations during 2001 and 2002.

Obligations under the PCS regulations and the Subsidiaries authorizations
differ from the obligations that were applicable to the Subsidiaries while
operating under their concessions. For example, the obligations under the PCS
regulations and the Subsidiaries authorizations include the requirement to
comply with additional and more stringent service quality standards and to
offer customers the choice of a fixed-line carrier in long-distance calls on a
per call basis. The Subsidiaries will be required to comply with the
obligations under the PCS regulations and their authorizations by the end of
the transitional periods applicable to the particular obligations. Generally,
the Subsidiaries will comply with the PCS obligations by September 2003. We
believe that we will be able to comply with each of our obligations under the
PCS regulations and the authorizations before the end of the relevant
transitional period.

In addition, the PCS regulations will impose a rate structure on the
Subsidiaries, which is significantly different from the one applicable to the
Subsidiaries while they were operating under their cellular concessions. Under
the PCS regulations, we will be generally free to determine the prices charged
for its services, subject to certain limitations imposed by Anatel rules and
the General Telecommunications Law. We expect to complete the implementation
of the changes in the rate structure by July 2003. We believe the new rate
structure will not materially impact the results of our operations.

According to the new PCS regulations, we will be required to adjust our
current operating processes and agreements to such new rules, including its
interconnection and roaming agreements, as well as the agreements with its
customers.

Interconnection Regulation

Certain telecommunications service providers are required to provide
interconnection to public interest telecommunications service providers,
according to the so-called General Interconnection Rules, adopted by Anatel
through Resolução40/98. The terms and conditions of interconnection are to be
negotiated by the parties, within certain limits, including a price-cap
established by Anatel. For example, if a telecommunication service provider
offers any party an interconnection fee below the Anatel price-cap, such
telecommunications service provider must offer to provide interconnection to
other parties at the same lower fee. We have informed Anatel that, even after
our conversion to PCS authorizations, we will maintain the interconnection
arrangements that we had in place while operating under our cellular
concessions until June 30, 2004.

There is currently no sharing of equipment requirement under the Anatel
rules. Under a sharing arrangement, a sharing telecommunications service
provider usually permits another to place switching equipment in or near the
sharing providers network connection site. The sharing of equipment is
currently a matter of private negotiation.

Rate Regulation

Our cellular concessions provided for a price-cap mechanism by which the
rates we charged customers were adjusted on an annual basis. The price cap was
a maximum weighted average rate for our basket of services. The basket
consisted of the services we provided through our TIM Basic plan. See Sources of RevenueNetwork Usage Charges and Monthly Subscription Charges
for a further description of the TIM Basic plan. The price-cap was adjusted
annually to reflect the rate of inflation as measured by the Índice Geral de
PreçosDisponibilidade Interna(IGP-DI), a price index created by the
Fundação Getúlio Vargas, a Brazilian economic research organization. The
weighted average rate for the entire basket of services could not
have exceeded the price cap, but our rates for individual services within
the basket could have been raised annually above the annual change

33



---



##### Table of Contents



in the
IGP-DI. Under the PCS authorizations, we will be allowed to set prices for our
service plans, subject to approval by Anatel. After we set these prices, we
expect that they will be adjusted annually for inflation based on the IGP-DI.

Value-Added Services and Internet Regulation

Value-added services are not considered under Brazilian telecommunications
regulations to be telecommunications services, but rather an activity that adds
features to a telecommunications service that such value-added services
support. Regulations require all telecommunications service providers to grant
network access to any party interested in providing value-added services, on a
non-discriminatory basis, unless technically impossible. Telecommunications
service providers also are allowed to render value- added services through
their own networks. Internet access is considered by Brazilian legislation to
be a value-added service, and its providers are not considered to be
telecommunications companies. Current regulations allow us or any other
interested party to offer Internet connection services through our network. In
setting consumer pricing for our Internet connection services, we must consider
the costs that we charge for network usage to third parties offering similar
services for usage of our network.

Recent Regulatory Developments

In May 2003, Brazils Ministry of Telecommunications disclosed a proposed
presidential decree (the Draft Decree) setting forth a number of proposed
changes in the regulation of Brazils fixed-line telecommunications sector.
The Draft Decree sets forth general declarations of policy (but no specific
recommendations) regarding, among other things, universal access to
telecommunications services, stimulation of employment and development of
Brazilian industry in the telecommunications sector, promotion of competition
and adoption of tariff readjustment policies and takes into account Brazilian
socioeconomic considerations. Legal experts in Brazilian telecommunications
regulation have publicly expressed the view that the Draft Decree, if issued as
proposed, would be illegal, since it would constitute an assumption by the
executive branch of Brazils government of authority that by law can be
exercised only by the legislative branch. A number of providers of fixed-line
telecommunications services have delivered to the Ministry of
Telecommunications specific comments on the Draft Decree. We cannot currently
predict whether the Draft Decree will be issued by the President of Brazil or,
if issued, what form it may take, and we therefore cannot determine what effect
it may have on us if issued. If it is issued, the validity of the Draft Decree
may be challenged, and if so, Brazilian courts may uphold it or disallow it
under any of a number of legal theories.

Property, Plant and Equipment

Our principal physical properties consist of transmission equipment,
switching equipment and radio base stations. Our properties are located in the
Brazilian States of Pernambuco, Paraíba, Rio Grande do Norte, Ceará, Piauí and
Alagoas. As of December 31, 2002, we leased office space in Recife
(approximately 8,548 square meters), João Pessoa (approximately 1,600 square
meters), Natal (approximately 320 square meters), Fortaleza (approximately
3,662 square meters) and Teresina (approximately 1,263 square meters), from
which the majority of Telpe Celular, Telpa Celular, Telern Celular, Teleceará
Celular and Telepisa Celular management activities are conducted, respectively.

We also lease the sites where our cellular telecommunications network
equipment is installed. As of December 31, 2002, we had 12 large cellular
switches and 926 radio base stations, of which approximately 7.3% were located
on land owned by us and the remainder of which were located on land leased by
us. Most of these leases do not expire prior to 2003 and generally can be
renewed at our option upon six months prior notice. If we exercise this right
of renewal, the amounts under these leases would be subject to adjustment in
accordance with prevailing market values. In addition, we lease 9 retail
stores in the Region. Our network is designed to operate at an average of 20%
excess capacity. There are no encumbrances that may affect our utilization of
our property or equipment.

34



---



##### Table of Contents






ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Critical Accounting Policies

Critical accounting policies are those that are both important to the
portrayal of our financial condition and results and require managements most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain. As
the number of variables and assumptions affecting the possible future
resolution of the uncertainties increases, those judgments become more complex.
In order to provide an understanding about how our management has estimated
the potential impact of certain uncertainties, including the variables and
assumptions underlying the estimates, we have identified the critical
accounting policies discussed below.

Depreciation

Property, plant and equipment is stated at cost of acquisition or
construction. Depreciation is calculated using the straight-line method based
on the estimated useful lives of the underlying assets. See Notes 3(i) and 9
to the Consolidated Financial Statements. We currently depreciate automatic
switching, transmission and other equipment based on an estimated useful life
of seven years. In 1999, we undertook a review of the rates used for
depreciation of property, plant and equipment. The objective of the review was
to ensure that the depreciation rates used by us continued to reflect the
expected economic lives of the assets. This review resulted in a change in
certain depreciation rates of property, plant and equipment in 1999, which
brought them into line with the rates used by other national and international
telecommunications companies. Our estimates of useful lives of assets also
could change in response to various factors, including the introduction of new
technologies, such as GSM. We are planning to upgrade our TDMA technology to
GSM technology during the second half of 2003.

Allowance for Doubtful Accounts

Management maintains an allowance for doubtful accounts for estimated
losses resulting from the failure of our customers to make required payments.
We revise our estimated percentage of losses on a regular basis, taking into
account our most recent experience with non-payments. We updated our estimated
percentage of losses on our accounts receivable overdue from one to 60 days
from 0% in 2001 to 4% in 2002. The table below reflects our estimated
percentage of losses on our accounts receivable, classified by the number of
days overdue.

|                                       |  |                 |    | 
|-------------------------------------- |  | --------------- | -- | 
|                                       |  | Percentage     
|                                       |  | estimated to be
|                                       |  | uncollectible  
|                                       |  |                
|Receivables overdue 1 to 60 days       |  |                 | 4  | 
|Receivables overdue 61 to 90 days      |  |                 | 35 | 
|Receivables overdue 91 to 120 days     |  |                 | 55 | 
|Receivables overdue 121 to 150 days    |  |                 | 75 | 
|Receivables overdue more than 150 days |  |                 | 95 | 

Contingent Liabilities

The accrual for a contingency involves considerable judgment on the part
of management. As prescribed by SFAS 5, Accounting for Contingencies, a
contingency is an existing condition, situation, or set of circumstances
involving uncertainty as to possible gain or loss to an enterprise that will
ultimately be resolved when one or more future events occur or fail to occur.

35



---



##### Table of Contents



We are subject to various claims, legal and labor proceedings covering a
wide range of matters that arise in the ordinary course of business activities.
We make accruals for legal proceedings that we are party to when we determine
that losses are probable and can be reasonably estimated. Our judgment is
always based on the opinion of our internal legal advisors. Accrual balances
are adjusted to account for changes in circumstances for ongoing issues and the
establishment of additional accruals for emerging issues. While we believe
that the current level of accruals is adequate, changes in the future could
impact these determinations.

Revenue Recognition

We recognize revenues when services are rendered. In accordance with this
policy, we are required to estimate the amount of revenues from unbilled
services earned after the last billing cycle cut-off. We base our estimates on
historical experience with minutes of use. See Note 3(c) to our Consolidated
Financial Statements.

Formation of the Holding Company and Presentation of Financial Information

On May 22, 1998, in preparation for privatization, the Telebrás System was
restructured to form, in addition to Telebrás, the Holding Company and eleven
other New Holding Companies. In the Breakup, certain assets and liabilities of
Telebrás, including 78.5%, 79.3%, 75.4%, 77.2%, 77.6% and 71.5% of the total
share capital of Telepisa Celular, Teleceará Celular, Telern Celular, Telpe
Celular, Telasa Celular and Telpa Celular, respectively, were transferred to
the Holding Company. See Item 4. Information on the CompanyOur History
and Development. The following discussion should be read in conjunction with
our Consolidated Financial Statements and the notes thereto, which are included
elsewhere in this annual report. Certain important features of the
presentation of the Consolidated Financial Statements are described in the
introduction to Item 3. Key InformationSelected Financial Data.

Political, Economic, Regulatory and Competitive Factors

The following discussion also should be read in conjunction with Item 4.
Information on the Company. As set forth in greater detail below, our
financial condition and results of operations are significantly affected by
Brazilian telecommunications regulation, including the regulation of tariffs.
See Item 4. Information on the CompanyRegulation of the Brazilian
Telecommunications IndustryRate Regulation. Our financial condition and
results of operations also have been, and are expected to continue to be,
affected by the political and economic environment in Brazil. See Item 3.
Key InformationRisk FactorsRisks Relating to Brazil. In particular,
our financial performance will be affected by (i) economic growth and income
distribution in the Region and their impact on demand for telecommunications
services, (ii) our ability to generate adequate cash from operations or,
alternatively, the cost and availability of financing, (iii) exchange rates
between Brazilian and foreign currencies, (iv) the growth and strength of
competition and (v) the regulatory environment in which we operate.

We have faced competition in the Region since mid-1998. In 1999, we took
actions to increase penetration and market share, including providing subsidies
and zero-interest financing on sales of handsets and free airtime to clients.
In 2000, because we changed our focus from expanding our client base to
retaining our heavy-use clients, We substantially reduced the subsidies
directed to the attraction of new clients, but increased the subsidies directed
to customer retention and developing customer loyalty. This pattern continued
in 2001 and 2002, particularly in 2002, when our business strategy emphasized
growth with profitability. The scope of competition and any adverse effects on
our results and market share will depend on a variety of factors that cannot be
assessed with precision, some of which are beyond our control. See Item 4.
Information on the CompanyCompetition.

Foreign Exchange and Interest Rate Exposure

In April 1999, we began entering into hedging agreements covering payments
of principal on our U.S. dollar-denominated indebtedness. Our foreign exchange
hedging agreements establish a fixed rate at which we agree to purchase U.S.
dollars at a future date to pay our U.S. dollar-denominated principal payment
obligations, which protect us from devaluations of the realbut exposes us to
potential losses in the event that the U.S. dollar declines in value against
the real. At December 31, 2002, we had principal outstanding in the amount of
R$190.1 million on indebtedness denominated in U.S. dollars (consisting of
R$13.5 million of equipment financing and R$176.7 million of working capital
loans). All principal amounts outstanding on our U.S. dollar-denominated
indebtedness were covered by foreign exchange hedging agreements under which
our U.S. dollar-denominated

36



---



##### Table of Contents



principal payment obligations were converted into real-denominated
obligations. See Notes 14(b), 14(c) and 25 to the Consolidated Financial
Statements. In connection with our hedging agreements, we experience foreign
exchange gains and losses that are mere accounting entries which, over the
course of such transactions, tend to offset each other such that the sum of all
such gains and losses tends to be close to zero.

We also are exposed to foreign exchange risk arising from our need to make
substantial dollar-denominated expenditures, particularly for imported
components, equipment and handsets, that we have limited capacity to hedge.
Devaluation of the realincreases the cost, expressed in reais, of some of our
foreign-currency-denominated capital expenditures. Our revenues are earned
almost entirely in reais,and we have no material U.S. dollar-denominated
assets.

We are exposed to interest rate risk as a consequence of our floating rate
debt. As of December 31, 2002, R$333.7 million, or 100.0%, of our
interest-bearing liabilities bore interest at floating rates. Our
floating-rate interest obligations are primarily at rates based on the rate for
the Certificado de Depósito Interbancário, a benchmark Brazilian interest rate
(CDI). In 2002, having more assets than liabilities accruing interest at
variable rates, we maintained a natural hedge against interest rate risk. As
of December 31, 2002, we also were party to hedging arrangements under which we
undertook floating-rate reais-denominated obligations in place of some of our
U.S. dollar-denominated floating rate obligations in order to reduce our
exposure to foreign interest rate risk. See Notes 14 and 25 to the
Consolidated Financial Statements. If market interest rates, principally CDI
rise, our financing expenses will increase.

Trend Information

Migration of Customers from Postpaid to Prepaid Plans

In May 1999, we launched our Timmy Digital prepaid services plans, under
which clients purchase credits toward a certain number of call minutes. In
February 2000, this trend accelerated when clients using prepaid services were
able to receive calls when outside of the Region, within Brazil. Clients using
prepaid services made up 58% and 65% of the customer base on April 30, 2002 and
March 31, 2003, respectively. Management expects that the proportion of
clients using prepaid services will continue to increase. See Item 4.
Information on the CompanySources of RevenueUsage Charges.

Increased Competition

Our results of operations have been adversely affected by the opening of
the Brazilian market for cellular telecommunications services to competition in
1998. As a result, we are facing greater competition, which increased after
PCS providers began operations in 2002. The level of competition from
fixed-line service providers also is increasing, following the Federal
Governments grant, in February 1999, of a second concession to provide
fixed-line telecommunications services in a region that includes the Region
where we provide cellular telecommunication services. Technological changes in
the telecommunications field, such as the development of GSM and mobile
satellite services, are expected to introduce additional sources of
competition. The introduction of competition into the industry has pushed us
to adjust our marketing strategies. Our market share for the entire concession
area decreased from 65% on March 31, 2002 to 57% on March 31, 2003, while
margins increased in 2002 due to lower client acquisition costs, including a
decrease in selling commissions and a reduction in subsidies we offered on
handset sales. In the future, we also may incur higher advertising costs and
experience greater competitive pressure on pricing. See Item 3. Key
InformationRisk FactorsRisks Relating to our Business and the SharesWe face increasing competition, which may adversely affect our market share and
margins.

Cellular Telephone Sales

We started selling digital cellular telephones in December 1998, both
directly and through our dealer network. Management believes that, while sales
of cellular telephones may be, from time to time, a significant source of
revenue, they are unlikely to become a significant source of income. Through
the end of 2002, supplies of cellular handsets sufficient to satisfy demand in
the Region were available in the market, making it unnecessary for us to engage
in significant levels of handset sales. However, since January 2003, an
increase in competition, coupled with the expected introduction of GSM
technology, has led us to engage in higher levels of handset sales to our
dealers. See Item 4. Information on the CompanySources of RevenueCellular Telephone Sales.

37



---



##### Table of Contents



Seasonality

We have experienced a trend of generating a significantly higher number of
new clients and handset sales in the fourth quarter of each year as compared to
the other three fiscal quarters. See Item 4. Information on the Company 
Seasonality.

Results of Operations for 2000, 2001 and 2002

The following table presents, in accordance with Brazilian Corporate Law,
certain components of our income for each of the years in the three-year period
ended December 31, 2002.

|                                           |  |                         |        |          |  |      |        |           |  |           |        |   |  |  |       |   |  |  |       |  
|------------------------------------------ |  | ----------------------- | ------ | -------- |  | ---- | ------ | --------- |  | --------- | ------ | - |  |  | ----- | - |  |  | ----- | -
|                                           |  | Year ended December 31, |        | % Change
|                                           |  |                         |        |         
|                                           |  | 2000                    |        | 2001     |  | 2002 |        | 2000-2001 |  | 2001-2002
|                                           |  |                         |        |          |  |      |        |           |  |          
|                                           |  | (millions of reais)(1)  |        |          |  |      |        |           |  |          
|Net operating revenue                      |  |                         | 845.6  |          |  |      | 826.3  |           |  |           | 921.5  |   |  |  | (2.3  | ) |  |  | 11.5  |  
|Cost of services and goods                 |  |                         | (380.7 | )        |  |      | (362.3 | )         |  |           | (389.4 | ) |  |  | (4.8  | ) |  |  | 7.5   |  
|                                           |  |                         |        |          |  |      |        |           |  |           |        |   |  |  |       |   |  |  |       |  
|Gross profit                               |  |                         | 464.9  |          |  |      | 464.0  |           |  |           | 532.1  |   |  |  | (0.2  | ) |  |  | 14.7  |  
|Operating expenses                         |  |                         | (337.4 | )        |  |      | (312.5 | )         |  |           | (317.0 | ) |  |  | (7.4  | ) |  |  | 1.5   |  
|                                           |  |                         |        |          |  |      |        |           |  |           |        |   |  |  |       |   |  |  |       |  
|Operating income before interest           |  |                         | 127.5  |          |  |      | 151.5  |           |  |           | 215.1  |   |  |  | 18.8  |   |  |  | 42.0  |  
|Net financial expenses                     |  |                         | (82.3  | )        |  |      | (42.2  | )         |  |           | (6.5   | ) |  |  | (48.8 | ) |  |  | (84.7 | )
|Net non-operating income (expense)         |  |                         | 2.4    |          |  |      | (2.2   | )         |  |           | (3.1   | ) |  |  |      |   |  |  | 44.8  |  
|                                           |  |                         |        |          |  |      |        |           |  |           |        |   |  |  |       |   |  |  |       |  
|Income before taxes and minority
interests |  |                         | 47.6   |          |  |      | 107.2  |           |  |           | 205.5  |   |  |  | 125.0 |   |  |  | 91.8  |  
|Income and social contribution taxes       |  |                         | (9.9   | )        |  |      | (20.1  | )         |  |           | (48.4  | ) |  |  | 103.0 |   |  |  | 140.5 |  
|Minority interest                          |  |                         | (11.1  | )        |  |      | (21.5  | )         |  |           | (38.5  | ) |  |  | 94.5  |   |  |  | 79.2  |  
|                                           |  |                         |        |          |  |      |        |           |  |           |        |   |  |  |       |   |  |  |       |  
|Net income                                 |  |                         | 26.7   |          |  |      | 65.5   |           |  |           | 118.6  |   |  |  | 145.9 |   |  |  | 80.9  |  
|                                           |  |                         |        |          |  |      |        |           |  |           |        |   |  |  |       |   |  |  |       |  



---

|(1) |  | Columns may not add due to rounding.
|--- |  | ------------------------------------

Operating revenues

Our operating revenues consist of (i) usage charges, which include
measured service charges for outgoing calls and roaming charges, (ii) monthly
subscription charges, (iii) interconnection charges, which are amounts we
charge to other cellular and fixed-line service providers for use of our
network, (iv) other charges, including charges for value-added services, call
forwarding and call blocking, and (v) proceeds from the sale of cellular
telephones and accessories. The composition of operating revenues by category
of service is presented in Note 18 to the Consolidated Financial Statements and
discussed below. We do not determine net operating revenues or allocate cost
by category of service.

The following table sets forth certain components of our operating
revenues for each of the years in the three-year period ended December 31,
2002, as well as the percentage changes in 2001 and 2002 from the prior year.

38



---



##### Table of Contents



|                                                                       |  |                         |        |          |  |      |         |           |  |           |         |   |  |  |       |   |  |  |       |  
|---------------------------------------------------------------------- |  | ----------------------- | ------ | -------- |  | ---- | ------- | --------- |  | --------- | ------- | - |  |  | ----- | - |  |  | ----- | -
|                                                                       |  | Year ended December 31, |        | % Change
|                                                                       |  |                         |        |         
|                                                                       |  | 2000                    |        | 2001     |  | 2002 |         | 2000-2001 |  | 2001-2002
|                                                                       |  |                         |        |          |  |      |         |           |  |          
|                                                                       |  | (millions of reais)(1)  |        |          |  |      |         |           |  |          
|Usage charges                                                          |  |                         | 490.1  |          |  |      | 439.2   |           |  |           | 557.6   |   |  |  | (10.4 | ) |  |  | 27.0  |  
|Monthly subscription charges                                           |  |                         | 170.3  |          |  |      | 183.7   |           |  |           | 158.0   |   |  |  | 7.8   |   |  |  | (14.0 | )
|Interconnection charges                                                |  |                         | 302.5  |          |  |      | 376.2   |           |  |           | 394.5   |   |  |  | 24.4  |   |  |  | 4.8   |  
|Other                                                                  |  |                         | 1.4    |          |  |      | 7.5     |           |  |           | 19.6    |   |  |  | 443.6 |   |  |  | 162.2 |  
|                                                                       |  |                         |        |          |  |      |         |           |  |           |         |   |  |  |       |   |  |  |       |  
|Gross operating revenue from services                                  |  |                         | 964.2  |          |  |      | 1,006.6 |           |  |           | 1,129.6 |   |  |  | 4.4   |   |  |  | 12.2  |  
|Value added and other indirect taxes
relating to services              |  |                         | (203.7 | )        |  |      | (213.9  | )         |  |           | (258.5  | ) |  |  | 5.0   |   |  |  | 20.9  |  
|                                                                       |  |                         |        |          |  |      |         |           |  |           |         |   |  |  |       |   |  |  |       |  
|Net operating revenues from services                                   |  |                         | 760.5  |          |  |      | 792.7   |           |  |           | 871.1   |   |  |  | 4.2   |   |  |  | 9.9   |  
|                                                                       |  |                         |        |          |  |      |         |           |  |           |         |   |  |  |       |   |  |  |       |  
|Sales of cellular handsets and accessories                             |  |                         | 116.6  |          |  |      | 48.0    |           |  |           | 68.8    |   |  |  | (58.8 | ) |  |  | 43.3  |  
|Value added and other indirect taxes
relating to sales of handsets     |  |                         | (31.4  | )        |  |      | (14.5   | )         |  |           | (18.4   | ) |  |  | (53.8 | ) |  |  | 26.9  |  
|                                                                       |  |                         |        |          |  |      |         |           |  |           |         |   |  |  |       |   |  |  |       |  
|Net operating revenues from sales of
cellular handsets and accessories |  |                         | 85.2   |          |  |      | 33.5    |           |  |           | 50.4    |   |  |  | (60.7 | ) |  |  | 50.4  |  
|                                                                       |  |                         |        |          |  |      |         |           |  |           |         |   |  |  |       |   |  |  |       |  
|Total net operating revenue                                            |  |                         | 845.6  |          |  |      | 826.3   |           |  |           | 921.5   |   |  |  | (2.3  | ) |  |  | 11.5  |  
|                                                                       |  |                         |        |          |  |      |         |           |  |           |         |   |  |  |       |   |  |  |       |  



---

|(1) |  | Columns may not add due to rounding.
|--- |  | ------------------------------------

Net operating revenues from services increased by 4.2% and 9.9% in 2001
and 2002, respectively. The increase in net operating revenues from services
in 2001 was due to increases of 24.4% and 7.8% in interconnection charges and
monthly subscription charges, respectively, and was partially offset by a 10.4%
decrease in usage charges and a 5.0% increase in value-added and other indirect
taxes. The increase in 2002 was due primarily to a 27.0% increase in usage
charges and secondarily to a 4.8% increase in interconnection charges and was
partially offset by a 14.0% decrease in monthly subscription charges and a
20.9% increase in value-added and other indirect taxes. Our average number of
clients increased by 16.3%, from 1,511,000 clients in 2000 to 1,757,660 clients
in 2001, and by 9.6% to 1,925,843 clients in 2002.

Overall net operating revenues decreased by 2.3% in 2001 and increased by
11.5% in 2002. The decrease in overall net operating revenues in 2001 was
driven principally by a significant decrease in revenues from sales of cellular
telephones and accessories and was partially offset by an increase in net
operating revenues from services. The increase in overall net operating
revenues in 2002 was driven principally by a 9.9% increase in net operating
revenues from services and secondarily by a 50.4% increase in revenues from
sales of cellular telephones and accessories.

Usage charges

Revenues from usage charges decreased by 10.4% in 2001 and increased by
27.0% in 2002. The decrease in 2001 was due principally to movement of
customers to plans including free minutes and the implementation of stricter
policies to reduce payment defaults, which resulted in a slight decrease in
outgoing call traffic. The increase in 2002 was due principally to an increase
in rates, growth in our customer base, particularly corporate clients and heavy
users attracted from competitors, and our increased success at retaining
quality clients in terms of usage.

Monthly subscription charges

Revenues from monthly subscription charges increased by 7.8% in 2001 and
decreased by 14.0% in 2002. The increase in 2001 was due principally to an
increased number of subscribers choosing Fórmula TIM plans with higher
subscription charges over our basic plans and was partially offset by an
increased number of clients choosing

39



---



##### Table of Contents



prepaid plans over postpaid plans. The decrease in 2002 was due
principally to the migration of existing clients from postpaid plans to prepaid
plans.

Interconnection

We generate interconnection revenues by connecting calls originating from
other service providers to our clients. Revenues from interconnection
increased by 24.4% and 4.8% in 2001 and 2002, respectively. The increase in
2001 resulted primarily from growth in the volume of calls to our clients
originating outside of our network, principally calls from fixed-line
telephones, as well as from an increase in the number of prepaid clients, who
tend to receive more calls than they make. The increase in 2001 was also due
in part to the full-year effect of an increase of 19.4% in interconnection
rates that went into effect in December 2000 and was partially offset by the
adoption by TNE of policies under which it blocked calls from public telephones
to cellular telephones and obligated customers to request authorization to make
calls from fixed lines to cellular telephones. The increase in 2002 resulted
primarily from an increase of 13.65% in interconnection rates and an increase
in the number of prepaid clients and was partially offset by the continuation
of the TNE call blocking and authorization policies.

Cellular telephone sales

Revenues from sales of cellular telephones decreased by 58.8% in 2001 and
increased by 43.3% in 2002. The decrease in 2001 was principally due to our
discontinuation of sales of handsets to independent dealers. The increase in
2002 was principally due to our decision to resume sales of handsets to
independent dealers, as part of our strategy to protect our market share in the
Region aggressively and proactively, and a reduction in subsidies offered by
BSE, which eased competitive pressure and allowed us to reduce our subsidies
and still pursue our strategy of protecting market share.

Other

Revenues from other services increased by R$6.1 million and R$12.1 million
in 2001 and 2002, respectively. Other revenues consist primarily of fees for
value-added services, changing telephone numbers, 900 services, certain account
services and rentals for site sharing in which other telecom carriers use the
sites on which our radio base stations are located. The increase in 2001 was
due to increases in revenues from value-added services and increases in
revenues for changing telephone numbers, transferring numbers from one handset
to another and services provided by timnet. The increase in 2002 was due to
increases of R$8.0 million and R$4.0 million in fees for value-added services
and revenues from site sharing rentals, respectively.

Value-added and other indirect taxes

The principal indirect tax on telecommunications services is ICMS tax.
See Item 4. Information on the Company  Sources of Revenues  Taxes on
Telecommunications Goods and Services. Two federal social contribution taxes,
PIS and COFINS, are imposed at combined rates of 3.65% on gross revenues
(operating and financial) relating to telecommunications services and cellular
telephone sales. Beginning in December 2002, the rate on gross revenues from
cellular telephone sales was increased to 4.65%. Value-added and other
indirect taxes totaled 21.8% of gross operating revenues in 2000, 21.6% in 2001
and 23.1% in 2002. The decrease in 2001 was due to an increase in percentage
terms of revenues from interconnection services, on which ICMS tax is not
collected. The increase in 2002 was due to the relatively large increase in
revenues from usage charges compared to interconnection fees and an increase in
the ICMS tax rate from 25% to 28% by the State of Pernambuco, which went into
effect in January 2002.

Cost of services and goods

Cost of services and goods decreased by 4.8% in 2001 and increased by 7.5%
in 2002. The decrease in 2001 was due to a 55.8% decline in cellular handset
costs and a 12.1% decline in circuit leasing and related expenses and was
partially offset by a 20.6% increase in costs of materials and services and a
17.4% increase in depreciation charges. The increase in 2002 was due to an
11.3% increase in depreciation charges, a 9.6% increase in costs of materials
and services and a 15.6% increase in cellular handset costs and was partially
offset by a 22.6% decline in circuit leasing and related expenses. The
following table sets forth the composition of our costs of

40



---



##### Table of Contents



services and goods for each of the years in the three-year period ended
December 31, 2002, as well as the percentage changes in 2001 and 2002 from the
prior year.

|                                     |  |                         |       |          |  |      |       |           |  |           |       |  |  |  |       |   |  |  |       |  
|------------------------------------ |  | ----------------------- | ----- | -------- |  | ---- | ----- | --------- |  | --------- | ----- |  |  |  | ----- | - |  |  | ----- | -
|                                     |  | Year ended December 31, |       | % Change
|                                     |  |                         |       |         
|                                     |  | 2000                    |       | 2001     |  | 2002 |       | 2000-2001 |  | 2001-2002
|                                     |  |                         |       |          |  |      |       |           |  |          
|                                     |  | (millions of reais (1)) |       |          |  |      |       |           |  |          
|Depreciation                         |  |                         | 108.7 |          |  |      | 127.7 |           |  |           | 142.1 |  |  |  | 17.4  |   |  |  | 11.3  |  
|Circuit leasing and related expenses |  |                         | 34.1  |          |  |      | 30.0  |           |  |           | 23.2  |  |  |  | (12.1 | ) |  |  | (22.6 | )
|Materials and services               |  |                         | 111.9 |          |  |      | 134.9 |           |  |           | 147.8 |  |  |  | 20.6  |   |  |  | 9.6   |  
|Personnel                            |  |                         | 8.0   |          |  |      | 9.6   |           |  |           | 9.2   |  |  |  | 19.6  |   |  |  | (4.3  | )
|Leases and insurance                 |  |                         | 9.9   |          |  |      | 11.8  |           |  |           | 11.5  |  |  |  | 18.5  |   |  |  | (2.5  | )
|FISTEL tax and other                 |  |                         | 1.0   |          |  |      | 1.1   |           |  |           | 1.0   |  |  |  | 12.2  |   |  |  | (9.2  | )
|                                     |  |                         |       |          |  |      |       |           |  |           |       |  |  |  |       |   |  |  |       |  
|Cost of services                     |  |                         | 273.6 |          |  |      | 315.0 |           |  |           | 334.7 |  |  |  | 15.1  |   |  |  | 6.3   |  
|Cellular handsets                    |  |                         | 107.1 |          |  |      | 47.3  |           |  |           | 54.7  |  |  |  | (55.8 | ) |  |  | 15.6  |  
|                                     |  |                         |       |          |  |      |       |           |  |           |       |  |  |  |       |   |  |  |       |  
|Cost of services and goods           |  |                         | 380.7 |          |  |      | 362.3 |           |  |           | 389.4 |  |  |  | (4.8  | ) |  |  | 7.5   |  
|                                     |  |                         |       |          |  |      |       |           |  |           |       |  |  |  |       |   |  |  |       |  



---

|(1) |  | Columns may not add due to rounding.
|--- |  | ------------------------------------

Depreciation

Depreciation expense increased by 17.4% and 11.3% in 2001 and 2002,
respectively. The increases in 2001 and 2002 were due principally to the
expansion of the base of depreciable assets, part of which resulted in 2002
from the completion of a large amount of works-in-progress. For a discussion
of the estimates used in calculating the amount of our depreciation expense,
see Critical Accounting Policies.

Circuit leasing and related expenses

Circuit leasing and related expenses represent lease payments to TNE for
use of circuits between our radio base stations and switching centers and
between our network and TNEs network. Such expenses decreased by 12.1% and
22.6% in 2001 and 2002, respectively. The decrease in 2001 resulted in part
from the partial-year effect of a reduction of lease payments negotiated with
TNE, which went into effect in August 2001 and in part from our efforts to
optimize the location of radio base stations, allowing us to reduce the number
of interconnection points leased from TNE. The decrease in 2002 resulted from
a reduction of lease payments negotiated with TNE.

Materials and services

Materials and services expense includes costs of materials and services
received from third parties, principally interconnection charges paid to TNE
and other telecommunications service providers. Materials and services expense
increased by 20.6% and 9.6% in 2001 and 2002, respectively. The increases in
2001 and 2002 principally reflected an increase in the volume of calls subject
to interconnection charges payable to other cellular and fixed-line service
providers, which was driven largely by an increase in the number of clients.

Personnel

Personnel expenses included in cost of services and goods increased by
19.6% in 2001 and decreased by 4.3% in 2002. The increase in 2001 was due
principally to adjustments relating to recalculations of provisions relating to
benefits and tax expenses. The decrease in 2002 was due principally to staff
reductions made possible by productivity increases.

Leases and insurance

Lease and insurance payments, which primarily include fees paid to
fixed-line companies and third parties to rent land, infrastructure and
buildings for use in the cellular network, increased by 18.5% in 2001 and
decreased by 2.5% in 2002. The increase in 2001 was due primarily to an
increase in average lease rates and an increase in the size of locales rented.
The decrease in 2002 was due primarily to a reallocation and more efficient use
of leased

41



---



##### Table of Contents



space and was partially offset by an increase in average lease rates.
Lease rates charged to us may rise and increase our lease expense in the
future.

FISTEL tax and other

FISTEL tax and other costs increased from R$1.0 million in 2000 to R$1.1
million in 2001 and decreased to R$1.0 million in 2002. FISTEL tax consists of
a charge for the installation of new stations and a fee (equal to 50% of the
new installation fee) for the maintenance of existing stations. As a result of
continuing reductions in the installation of new equipment, FISTEL tax expense
in 2001 and 2002 consisted principally of fees charged for the maintenance of
existing stations, and the amount recorded in this line item remained stable as
compared to the respective prior year. See Item 4. Information on the
CompanySources of RevenueTaxes on Telecommunications Goods and
Services.

Cellular handset costs

The cost of acquiring cellular handsets decreased by 55.8% in 2001 and
increased by 15.6% in 2002. The decrease in cellular handset costs in 2001 was
due primarily to our discontinuation of sales of handsets to independent
dealers. The increase in cellular handset costs in 2002 was due primarily to
the resumption of handset sales to independent dealers, which produced an
increased volume of such sales.

Gross profit margins

The following table sets forth our gross profits for each of the years in
the three-year period ended December 31, 2002.

|                                                                       |                  |  |                         |        |          |  |       |        |           |  |           |        |   |  |       |       |   |  |       |      | 
|---------------------------------------------------------------------- | ---------------- |  | ----------------------- | ------ | -------- |  | ----- | ------ | --------- |  | --------- | ------ | - |  | ----- | ----- | - |  | ----- | ---- | 
|                                                                       |                  |  | Year ended December 31, |        | % Change
|                                                                       |                  |  |                         |        |         
|                                                                       |                  |  | 2000                    |        | 2001     |  | 2002  |        | 2000-2001 |  | 2001-2002
|                                                                       |                  |  |                         |        |          |  |       |        |           |  |          
|                                                                       |                  |  | (millions of reais)(1)  |        |          |  |       |        |           |  |          
|Net operating revenues from services                                   |                  |  | 760.5                   |        |          |  | 792.7 |        |           |  | 871.1     |        |   |  | 4.2   |       |   |  | 9.9   |     
|                                                                       | Cost of services |  |                         | (273.6 | )        |  |       | (315.0 | )         |  |           | (334.7 | ) |  |       | 15.1  |   |  |       | 6.3  | 
|                                                                       |                  |  |                         |        |          |  |       |        |           |  |           |        |   |  |       |       |   |  |       |     
|Gross profit from services                                             |                  |  | 486.9                   |        |          |  | 477.7 |        |           |  | 536.4     |        |   |  | (1.9  | )     |   |  | 12.3  |     
|                                                                       |                  |  |                         |        |          |  |       |        |           |  |           |        |   |  |       |       |   |  |       |     
|Net operating revenues from sales
of cellular handsets and accessories |                  |  | 85.2                    |        |          |  | 33.5  |        |           |  | 50.4      |        |   |  | (60.7 | )     |   |  | 50.4  |     
|                                                                       | Cost of goods    |  |                         | (107.1 | )        |  |       | (47.3  | )         |  |           | (54.7  | ) |  |       | (55.8 | ) |  |       | 15.6 | 
|                                                                       |                  |  |                         |        |          |  |       |        |           |  |           |        |   |  |       |       |   |  |       |     
|Gross profit from sales of cellular
handsets and accessories           |                  |  | (21.9                   | )      |          |  | (13.8 | )      |           |  | (4.3      | )      |   |  | (37.0 | )     |   |  | (68.8 | )   
|                                                                       |                  |  |                         |        |          |  |       |        |           |  |           |        |   |  |       |       |   |  |       |     
|Gross profit                                                           |                  |  | 464.9                   |        |          |  | 464.0 |        |           |  | 532.1     |        |   |  | (0.2  | )     |   |  | 14.7  |     
|                                                                       |                  |  |                         |        |          |  |       |        |           |  |           |        |   |  |       |       |   |  |       |     



---

|(1) |  | Columns may not add due to rounding.
|--- |  | ------------------------------------

Our gross profit margin (gross profit as a percentage of net revenues)
from services decreased from 63.6% in 2000 to 58.5% in 2001 and increased to
61.0% in 2002. The decrease in 2001 resulted primarily from a decrease in
revenue from usage charges, which have a low marginal cost, as a percentage
(from 50.8% in 2000 to 43.6% in 2001) of revenues from services. In 2002,
revenues from usage charges as a percentage of revenues from services increased
to 49.4%, which was principally responsible for the increase in gross profit
margin in 2002.

Our overall gross profit margin increased from 55.0% in 2000 to 56.2% in
2001 and increased to 57.7% in 2002. The increase in overall gross profit
margin in 2001 was primarily due to a decrease in gross loss on sales of
cellular handsets and accessories. The increase in overall gross profit margin
in 2002 was due primarily to the increase in gross profit margin for services
and secondarily to further reductions in gross loss on handset sales.

Our negative gross margin for sales of cellular handsets and accessories
increased from 25.7% in 2000 to 41.2% in 2001 and decreased to 8.5% in 2002.
We engage in sales of handsets, often with special promotions at

42



---



##### Table of Contents



particular
times of the year, to increase the number of customers and generate demand for
our services. The increase
in negative gross margin in 2001 was due primarily to subsidies on the
sale of handsets on a lower total volume of sales, which were undertaken to
promote the loyalty and retention of our best customers. The decrease in
negative gross margin in 2002 was due primarily to a reduction in subsidies on
a greater total volume of sales. The increase in handset sales resulted from
our decision to resume sales of handsets to independent dealers, while the
reduction in subsidies reflected a reduction in subsidies offered by BSE, which
eased competitive pressure and allowed us to reduce our subsidies and still
pursue our strategy of protecting market share.

Operating expenses

The following table sets forth certain components of our operating
expenses for each of the years in the three-year period ended December 31,
2002, together with the corresponding percentage changes.

|                                     |  |                         |        |          |  |      |        |           |  |           |        |   |  |  |       |   |  |  |      |  
|------------------------------------ |  | ----------------------- | ------ | -------- |  | ---- | ------ | --------- |  | --------- | ------ | - |  |  | ----- | - |  |  | ---- | -
|                                     |  | Year ended December 31, |        | % Change
|                                     |  |                         |        |         
|                                     |  | 2000                    |        | 2001     |  | 2002 |        | 2000-2001 |  | 2001-2002
|                                     |  |                         |        |          |  |      |        |           |  |          
|                                     |  | (millions of reais)(1)  |        |          |  |      |        |           |  |          
|Selling expenses                     |  |                         | (233.9 | )        |  |      | (188.0 | )         |  |           | (177.2 | ) |  |  | (19.6 | ) |  |  | (5.7 | )
|General and administrative expense   |  |                         | (87.9  | )        |  |      | (96.0  | )         |  |           | (95.3  | ) |  |  | 9.2   |   |  |  | (0.7 | )
|Other net operating income (expense) |  |                         | (15.7  | )        |  |      | (28.5  | )         |  |           | (44.5  | ) |  |  | 81.9  |   |  |  | 56.2 |  
|                                     |  |                         |        |          |  |      |        |           |  |           |        |   |  |  |       |   |  |  |      |  
|Total operating expenses             |  |                         | (337.4 | )        |  |      | (312.5 | )         |  |           | (317.0 | ) |  |  | (7.4  | ) |  |  | 1.5  |  
|                                     |  |                         |        |          |  |      |        |           |  |           |        |   |  |  |       |   |  |  |      |  



---

|(1) |  | Columns may not add due to rounding.
|--- |  | ------------------------------------

Selling expenses

Selling expenses decreased by 19.6% and 5.7% in 2001 and 2002,
respectively. The decrease in 2001 was due primarily to a decrease in
provisions for doubtful accounts from R$105.2 million in 2000 to R$44.6 million
in 2001, which was partially offset by increased commissions paid to stimulate
sales and expenses incurred in allowing customers no-cost access to our call
center over a circuit owned by Embratel. Use of the Embratel circuit has been
terminated. The decrease in 2002 was due primarily to a decrease in sales
commissions, which was made possible by a dramatic reduction in the level of
commissions paid by BSE, and a reduction in charges associated with offering
toll-free access to our call center.

Provisions for doubtful accounts charged to selling expenses decreased by
57.6% in 2001 and increased by 4.8% in 2002. In 2000, we implemented a number
of initiatives to improve the collection of overdue accounts receivable,
including the adoption of more aggressive collection procedures, the creation
of a dedicated call center, the segmentation of clients into different
collection strategy categories and the reporting of delinquent accounts to
consumer credit bureaus. The decrease in 2001 was due primarily to the
full-year effect of the implementation of these initiatives. The increase in
2002 was due primarily to a change in our estimated percentage of losses on our
overdue accounts receivable, which increased the estimated provisions for
doubtful accounts. See Item 4. Information on the CompanySales and
Marketing and Billing and Collection. For a discussion of the estimates
used in calculating our provisions for doubtful accounts, see Critical
Accounting Policies.

General and administrative expenses

General and administrative expenses increased by 9.2% in 2001 and
decreased by 0.7% in 2002. The increase in 2001 was due primarily to the
full-year effect of payment of a management fee under a Management Assistance
Agreement with TIM and was partially offset by a decline in fees paid to
international consultants. The decrease in 2002 was due primarily to a
reduction in consulting and invoicing expenses.

Other net operating income (expense)

Other net operating income (expense) gives the net result of miscellaneous
smaller income and expense items, such as provisions for contingencies, fines,
expenses and written-off receivables recovered from customers on past-due
accounts, cloning and subscription fraud costs, PIS and COFINS tax expense
related to financial income, and employees profit sharing expense. Other net
operating expense increased from R$15.7 million in 2000 to

43



---



##### Table of Contents



R$28.5 million in
2001, due principally to an increase of R$12.1 million in amortization expense
arising from the
spin-off to us of the goodwill paid in connection with the Privatization
and secondarily to increases of R$4.6 million in other expenses and R$2.3
million in provisions for contingencies. The increase in other net operating
expense in 2001 was partially offset by an increase of R$8.0 million in fines
and expenses recovered from customers on past-due accounts. In 2002, other net
operating expense increased to R$44.5 million, due principally to increases of
R$10.2 million in provisions for contingencies due to a change in our policy of
provisioning for contingencies and R$7.7 million in cloning and subscription
fraud costs and secondarily to an increase of R$4.4 million in PIS and COFINS
tax expense related to financial income. The increase in other net operating
expense in 2002 was partially offset by R$4.7 million in other income recorded
in 2002, as opposed to R$4.7 million in other expenses incurred in 2001.
Amortization expense remained stable in 2002 as compared with 2001. We expect
amortization expenses of approximately R$25.2 million each year from 2003 to
2007 and approximately R$14.7 million in 2008 as a result of the spin-off to us
of the goodwill paid in connection with the Privatization. See Note 1(b) to
the Consolidated Financial Statements. For a discussion of the estimates used
in calculating our provisions for contingencies, see Critical Accounting
Policies.

Net financial expense

We had net financial expense of R$82.3 million in 2000, R$42.2 million in
2001 and R$6.5 million in 2002. The decrease in net financial expense in 2001
was due primarily to a decrease in foreign exchange losses from R$16.0 million
to R$4.1 million, an increase in interest income from R$12.9 million in 2000 to
R$22.0 million in 2001 and a decrease in interest expense from R$64.8 million
in 2000 to R$56.0 million in 2001. In connection with our hedging agreements,
we experience foreign exchange gains and losses that are mere accounting
entries which, over the course of such transactions, tend to offset each other
such that the sum of all such gains and losses tends to be close to zero. See
Foreign Exchange and Interest Rate Exposure. The foreign exchange losses
we recorded in 2001 reflect the amount by which interest payments made on our
U.S. dollar-denominated debt exceeded the reaisamount of such payments,
calculated at the exchange rate provided for in the hedging instrument covering
the principal amount of such debt. We recorded a foreign exchange loss in 2001
primarily because we paid unhedged U.S. dollar-denominated interest obligations
at unfavorable real-U.S. dollar exchange rates relative to the real-U.S. dollar
exchange rates used to determine the notional principal amounts of the related
debt under the applicable hedging instruments. The increase in interest income
in 2001 was primarily due to the increased cash resources available to us for
investment. The decrease in interest expense resulted from a decline in
average interest rates we paid as a result of hedging arrangements under which
we paid some of our interest obligations at a fixed rate lower than the
floating rates charged to us in 2000 and a refinancing at year-end 2000 of
short-term debt with indebtedness with longer maturities at more favorable
interest rates. The decrease in net financial expense in 2002 was due
primarily to an increase in interest income from R$22.0 million to R$56.0
million and a decrease in interest expense from R$56.0 million to R$45.0
million and was partially offset by an increase in foreign exchange losses from
R$4.1 million to R$13.0 million. The increase in interest income in 2002 was
due primarily to the increased cash resources available to us for investment.
The decrease in interest expense resulted principally from the decrease in
LIBOR and secondarily from the payment of principal on our equipment financing
loans. The increase in foreign exchange loss resulted from the same factors as
produced in the increase in foreign exchange loss in 2001, combined with the
greater devaluation of the realin 2002.

Net non-operating income (expense)

We recorded net non-operating income of R$2.4 million in 2000 and net
non-operating expenses of R$2.2 million and R$3.1 million in 2001 and 2002,
respectively. The net non-operating expense in 2001 was due primarily to
losses incurred on the sale of cellular handsets returned by customers
upgrading to newer models. The net non-operating expense in 2002 was due
primarily to a loss on our equity interest in timnet and sales of assets below
cost.

Income and social contribution taxes

We recorded income and social contribution tax expense of R$9.9 million,
R$20.1 million and R$48.4 in 2000, 2001 and 2002, respectively. The increase
in income and social contribution taxes we recorded in 2001 and 2002,
respectively, resulted principally from the increase in our income before taxes
from R$47.6 million in 2000 to R$107.2 million in 2001 and R$205.5 million on
2002. The increases in tax expense in 2001 and 2002 were partially offset by
the recording of a deferred tax benefit of R$4.9 million and R$9.2 million in
2001 and 2002,

44



---



##### Table of Contents



respectively, reflecting the effect of temporary differences between book
values and tax bases of assets and liabilities.

Minority interests

Minority interests reflect the participation of minority shareholders in
the Subsidiaries in the net income or loss of such Subsidiaries, as the case
may be. Minority interests in the Subsidiaries were R$11.1 million, R$21.5
million and R$38.6 million in 2000, 2001 and 2002, respectively. Minority
interests represented 29.3%, 24.7% and 24.5% of income before minority
interests in 2000, 2001 and 2002, respectively. Minority interests as a
percentage of consolidated net income vary in accordance with the distribution
of consolidated net income among the Subsidiaries, each of which has a
different level of minority ownership.

Net Income

As a result of the foregoing, we had R$26.7 million of net income in 2000,
R$65.5 million of net income in 2001 and R$118.6 million of net income in 2002.

Liquidity and Capital Resources

Our principal capital requirements are for capital expenditures and
payments of dividends to shareholders. We made capital expenditures (including
capitalized interest) of R$202.1 million in 2000, R$132.0 million in 2001 and
R$74.9 million in 2002. Capital expenditures made in 2000 related primarily to
increasing network capacity, including the digitalization of our network and
increasing its coverage, and to increasing our ability to provide information
technology services. In 2001, our capital expenditures related primarily to
optimizing the location of radio base stations, maintaining the technological
quality of our network and improving our information technology infrastructure.
In 2002, our capital expenditures related primarily to maintenance of the
quality of our network. See Item 4. Information on the CompanyCapital
Expenditures.

In 2001, the Holding Company distributed a total of R$9.2 million in
respect of 2000 income, R$2.6 million in the form of dividends and R$6.5
million in the form of interest on capital. In 2002, the Holding Company
distributed a total of R$33.1 million in respect of 2001 income, R$26.3 million
in the form of dividends (of which R$14.8 million we held in an income reserve
for distribution at a later date to the shareholders of record on April 5,
2002) and R$6.8 million in the form of interest on capital. In March 2003, the
shareholders approved the distribution of R$28.2 million of dividends in
respect of 2002 income and the distribution of R$2.2 million of the income
reserve in respect of 2001 income created in April 2002. No distributions in
the form of interest on capital were approved in respect of 2002 income. See
Item 8. Financial InformationPolicy on Dividend Distributions.

We generated cash from operations of R$193.6 million in 2000, R$343.5
million in 2001 and R$377.0 million in 2002. At December 31, 2002, we had
working capital of R$229.6 million, compared with working capital of R$196.3
million at December 31, 2001. We have historically financed our working
capital requirements with debt. In the future, we expect to finance our
working capital requirements from cash generated by operations. Our management
believes that our working capital is sufficient for our present requirements.
In the event that cash generated from operations is at any time insufficient to
finance our working capital requirements, we would seek to finance such working
capital needs through new debt financing. If such financing were at any time
unavailable, we would consider curtailing our capital expenditures or our
distribution of dividends.

We had R$333.7 million of total indebtedness at December 31, 2002, of
which (i) R$208.2 million (including R$8.2 million of accrued interest) was in
the form of debentures, (ii) R$9.2 million (including R$0.1 million of accrued
interest) represented financing for the purchase of equipment and (iii) R$116.2
million (including R$1.8 million of accrued interest) was in the form of bank
loans taken for working capital purposes. All of the aforementioned equipment
financings were originally entered into by the Predecessor Companies and were
legally assigned to the Subsidiaries upon the Breakup of Telebrás. Each such
equipment financing has a political risk guarantee from Swedens export credit
agency EKN and a commercial risk guarantee by the Holding Company.

In October 2000, Telpe Celular issued debentures, guaranteed by the
Holding Company, with an aggregate face amount of R$200 million. The
debentures pay a floating rate of interest equal to 103% of CDI and mature in
October 2003.

45



---



##### Table of Contents



The Holding Company is subject to covenants under the agreement evidencing
and governing the debentures and a loan agreement with the European Investment
Bank. The breach of any of these covenants could result in an acceleration of
the maturity date of the debentures or the loan. Under the covenants for the
debentures, the Holding Companys ratio of consolidated earnings before income
taxes, depreciation and amortization to consolidated net financial expense
cannot fall below 2.5 for any four-quarter period, and the Holding Companys
ratio of consolidated net indebtedness to consolidated earnings before income,
taxes, depreciation and amortization cannot exceed 3.5. Under the covenants
for the loan from the European Investment Bank, the Holding Companys ratio of
consolidated earnings before income taxes, depreciation and amortization to
consolidated net financial expense cannot fall below 2.0 for any four-quarter
period, and the Holding Companys ratio of consolidated indebtedness to net
shareholders equity cannot exceed 2.0. Although these covenants in theory
limit our ability to incur indebtedness, we generate sufficient earnings before
income taxes, depreciation and amortization that we do not believe that these
covenants will impose material constraints on our ability to finance our
capital expenditures or, more generally, to develop our business. As of March
31, 2003, the Holding Companys ratio of consolidated earnings before income
taxes, depreciation and amortization to consolidated net financial expense was
21.08; the Holding Companys ratio of consolidated net indebtedness to
consolidated earnings before income, taxes, depreciation and amortization was
(0.18); and the Holding Companys ratio of consolidated indebtedness to net
shareholders equity was 0.49.

Acceleration of the maturity date of the debentures also may occur upon
certain events of default, including:



| |  |  | TIMs direct and indirect ownership of the voting capital of
either the Holding Company or Telpe Celular falls below 51%;                                         
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | any default by Telpe Celular on its obligations to pay principal or interest on the debentures;                                                                   
|
| |  |  | the termination of Telpe Celulars Concession Agreement;                                                                                                          
|
| |  |  | the occurrence of an event of payment default or an
acceleration under any debt obligation of Telpe Celular with a
principal amount of at least R$25.0 million; or
|
| |  |  | any default by Telpe Celular in the payment of obligations
aggregating at least R$25.0 million.                                                                   

The debentures agreement also restricts Telpe Celulars ability to pay
dividends if payments of principal or interest under the debentures are overdue
by more than 15 days. See Exhibit No. 2.2 to this annual report.

The Holding Company has guaranteed the obligations of certain Subsidiaries
under their equipment financing agreements. See Item 7. Major Shareholders
and Related-Party TransactionsRelated-Party TransactionsGuarantees by
the Holding Company of Obligations of the Subsidiaries.

The Subsidiaries have entered into financing arrangements among themselves
and with the Holding Company to address cash-flow needs. Such arrangements
have been entered into on market terms on an arms-length basis. The total of
such financing arrangements was R$22.2 million at December 31, 2002 and R$29.3
million at March 31, 2003.



46



---



##### Table of Contents



The following tables set forth a schedule of our obligations and
commitments to make future payments under contracts:(1)

|                        |  |                        |       |         |  |           |       |        |  |         |      |       |  |  |      |  |  |  |   | 
|----------------------- |  | ---------------------- | ----- | ------- |  | --------- | ----- | ------ |  | ------- | ---- | ----- |  |  | ---- |  |  |  | - | 
|                        |  | Payments Due by Period
|                        |  |                       
|                        |  |                        |       |         |  | Less than |       | 1 to 3 |  | 4 to 5  |      | After
|Contractual Obligations |  | Total                  |       | 1 years |  | years     |       | years  |  | 5 years
|                        |  |                        |       |         |  |           |       |        |  |        
|                        |  | (millions of reais)   
|Long-term debt          |  |                        | 333.7 |         |  |           | 256.2 |        |  |         | 77.5 |       |  |  |     |  |  |  |  | 
|Operating leases (2)    |  |                        | 52.1  |         |  |           | 8.8   |        |  |         | 31.1 |       |  |  | 12.2 |  |  |  |  | 



---

|(1) |  | We have no capital lease obligations, unconditional purchase obligations,
commercial commitments (i.e., lines of credit, standby letters of credit,
standby repurchase obligations or other commercial commitments) or other
long-term obligations.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | The information regarding payments due by period under our operating
leases reflects future payments due that are non-cancelable without
payment of a penalty. See Note 15 to the Consolidated Financial
Statements.                               

We have entered into hedging arrangements that protect against the risk of
foreign exchange losses on our foreign-currency denominated indebtedness. For
an analysis of our indebtedness by currency, see Note 14(e) to the Consolidated
Financial Statements. We also have entered into arrangements to hedge market
risk deriving from changes in interest rates for some of our debt obligations.
As of December 31, 2002, R$333.7 million, or 100.0%, of our interest-bearing
liabilities bore interest at floating rates. As of December 31, 2002, we were
party to certain hedging arrangements under which we undertook fixed-rate
obligations in place of some of our floating-rate obligations in order to
reduce our exposure to interest rate risk. See Notes 14(a), 14(c) and 25 to
the Consolidated Financial Statements. Under the financing arrangements
pursuant to which we undertook a floating-rate obligation, we paid interest in
2002 at an average effective rate per annum of 18%. Under the hedging
arrangements pursuant to which we undertook a fixed-rate obligation, we pay an
effective rate per annum of 16.04%.

In 2003, the Holding Company expects to make approximately R$327.0 million
in capital expenditures, to be funded by cash generated from our business. See
Item 4. Information on the CompanyNetwork. All of our planned capital
expenditures for 2003 relate to adapting our network to comply with PCS
regulations, the purchase of additional frequencies that we will use to offer
GSM service and the GSM overlay. See Item 4. Information on the CompanyCapital Expenditures. At December 31, 2002, we did not have material capital
expenditure commitments.

As of December 31, 2002, the Holding Companys principal assets were the
shares of the Subsidiaries. The Holding Company relies almost exclusively on
dividends from the Subsidiaries to meet its needs for cash, including for the
payment of dividends to its shareholders. The Holding Company controls the
payment of dividends by the Subsidiaries, subject to certain limitations under
Brazilian law. These limitations do not materially restrict the ability of the
Subsidiaries to transfer funds to the Holding Company.

Until December 1999, we participated in a multi-employer defined benefit
plan (the Telebrás Pension Plan) that covered the employees of the Telebrás
System who retired before the Breakup as well as those who continued working
for the operating companies after the Breakup. We are contingently liable,
jointly and severally with the other New Holding Companies, for the unfunded
obligations of the Telebrás Pension Plan with respect to all such employees who
retired before January 30, 2000. In December 1999, we changed to a defined
benefit plan (the PBS-TNC Plan) that covers only those former employees of
Telebrás who continued to be employed by us after December 1999. We are also
contingently liable for the unfunded obligations of the PBS-TNC Plan with
respect to our employees participating in this plan. See Notes 16 and 27(c) to
the Consolidated Financial Statements.

In November 2002, we created a separate defined contribution plan (the
TIMPREV-NORDESTE Pension Plan). Migration to this plan was optional for
employees linked to the PBS-TNC Plan. Migration to the TIMPREV-NORDESTE
Pension Plan extinguishes the migrating participants rights under the PBS-TNC
Plan. We are also contingently liable for the unfounded obligations of the
TIMPREV-NORDESTE Pension Plan with respect to our employees participating in
this plan. See Notes 16 and 27(c) to the Consolidated Financial Statements.

47



---



##### Table of Contents



U.S. GAAP Reconciliation

We prepare our consolidated financial statements in accordance with the
Corporate Law Method, which differs in significant respects from U.S. GAAP.
The differences are described in Note 26 to the Consolidated Financial
Statements. Net income for 2002 is R$102.5 million under U.S. GAAP, compared
with net income of R$118.6 million under the Corporate Law Method.
Shareholders equity at December 31, 2002 was R$702.4 million under U.S. GAAP,
compared to R$710.1 million under the Corporate Law Method.

The differences between the Corporate Law Method and U.S. GAAP that have
the most significant effects on net income and shareholders equity are the
accounting for hedging and derivative instruments, the treatment of capitalized
interest, the treatment of pre-operating expenses for timnet.com, the rules
regarding indexation of property, plant and equipment, the deferred tax effect
of the differences between the Corporate Law Method an U.S. GAAP and, with
respect to shareholders equity, the treatment of a provision for losses on our
pension plan.

For many years prior to 2000, we prepared our financial statements for
purposes of filing reports with the Commission in accordance with Brazilian
GAAP. The accounting principles embodied in Brazilian GAAP and the Corporate
Law Method are mostly identical, except that Brazilian GAAP generally requires
financial information to be restated in constant reaisas of the end of the
period presented, using the integral restatement method (correção monetária
integral). Early in 2001, the Commission announced that Brazilian companies
could present their financial information in accordance with the Corporate Law
Method, which has excluded monetary restatement of historical financial
information since 1995, following the end of hyperinflation in Brazil in the
early 1990s. See Item 3. Key Information  Corporate Law Method, Brazilian
GAAP and U.S. GAAP.




ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Board of Directors

The Holding Company is administered by a Board of Directors (Conselho de
Administração) and a Board of Executive Officers (Diretoria), and overseen by a
Fiscal Committee (Conselho Fiscal). The Board of Directors comprises three
members serving for terms of three years. The Board of Directors holds a
regular meeting once every three months and holds special meetings when called
by the Chairman or by two members of the Board.

Since May 15, 2003, the Board of Directors has been comprised of the
following members:

|                              |  |          |  |                  
|----------------------------- |  | -------- |  | -----------------
|Name                          |  | Position |  | Date Elected     
|                              |  |          |  |                  
|Mário César Pereira de Araújo |  | Chairman |  | May 15, 2003     
|Luiz Henrique Fraga           |  | Member   |  | April 30, 2001   
|Franco Bertone                |  | Member   |  | December 20, 2002

In accordance with the Holding Companys by-laws, these board members will
hold their positions until the Annual Shareholders Meeting in 2004. Set forth
below are brief biographical descriptions of the members of the Board of
Directors.

Mário César Pereira de Araújo

Educational Background:Mr. Araújo, 55 years old, holds a degree in
electrical engineering from Universidade Federal do Rio de Janeiro
 UFRJ.

Professional Experience:Mr. Araújo has been a member of our Board of
Directors and the Chairman of our Board since May 15, 2003. He has been our
President and Technology Officer since April 24, 2003. From October 1999 to
2002, he served as Chief Executive Officer of Norte Brasil Telecom. From
August 1998 to 1999, he served as Chief Executive Officer of Tele Centro Oeste
Celular. From 1997 to 1998, he served as a Manager of Services in the areas
of paging, trunking and Internet services at Splice do Brasil S.A. From 1977
to 1997, he worked at Embratel as a Manager of Data Communications, an
Assistant to the Director of Engineering and as a
Manager of the Department of Corporate Clients. From 1973 to 1977, he
worked in the data and text communications department of Telerj.

48



---



##### Table of Contents



Luiz Henrique Fraga

Educational Background:Mr. Fraga, 42 years old, holds an economics
degree from PUC/Rio and a masters degree in finance from AGSIM-Thunderbird.

Professional Experience:Mr. Fraga is Vice President of Globalvest
Company, Lp and President of Latinvest Asset Management of Brazil. Since 1994,
Mr. Fraga has also worked at Latinvest Management Company, where he holds the
positions of Director and Senior Portfolio Manager. During the five years
previous to 1994, he has served as Director of Emerging Markets at Bear
Stearns, with responsibility for securities transactions in New York and all
transactions of the company in Brazil. Mr. Fraga has also served as Unibancos
Director of Emerging Markets in New York and has worked at Citibank in New
York.

Franco Bertone

Educational Background:Mr. Bertone, 51 years old, holds a degree in
electrical engineering and a graduate degree in business, digital
communications and systems management from Scuola Superiore G. Reiss Romoli.

Professional Experience:Mr. Bertone is Corporate Vice President of
Telecom Italia Latin America. From 2001 to 2002, Mr. Bertone was the Director
of International Operations for Telecom Italia Latin America. From 1997 to
2000, Mr. Bertone was the CEO and Board President of Entel-Bolivia. From 1992
to 1997, Mr. Bertone was the CEO and Board President of Sirti Limited Corp. -
USA. From 1986 to 1991, Mr. Bertone was the Director of Systems at
Sirt-Milano. From 1983 to 1985, Mr. Bertone was the Programming Manager of the
Sirt-Ericsson-Phillips joint venture.

The Holding Company does not have contracts with its directors providing
benefits upon termination of their appointment.

Board of Executive Officers

The Board of Executive Officers consists of one President, one Financial
Executive Officer, one Administrative Executive Officer, one Investor Relations
Executive Officer, one Commercial Executive Officer and one Technology
Executive Officer, each of whom is elected by the Board of Directors. An
Executive Officer may be removed from office at any time.

Since April 24, 2003, the Board of Executive Officers has comprised of the
following members:

|                             |  |                                                                      |  |                 
|---------------------------- |  | -------------------------------------------------------------------- |  | ----------------
|Name                         |  | Position                                                             |  | Date Appointed  
|                             |  |                                                                      |  |                 
|Mário César Perera de Araújo |  | President and
Technology Executive Officer                           |  | April 24, 2003  
|Maria Lúcia Motta de Aquino  |  | Administrative Executive Officer                                     |  | October 25, 2000
|Walmir Urbano Kesseli        |  | Financial Executive Officer and
Investor Relations Executive
Officer |  | July 4, 2001    
|Rogério Lyra                 |  | Commercial Executive Officer                                         |  | October 31, 2002

In accordance with the Holding Companys by-laws, officers generally will
hold their positions for three years from the date of their election. Set
forth below are brief biographical descriptions of the Executive Officers.

Mário César Pereira de Araújo

See   Board of Directors for Mr. Araújos biography.

Maria Lúcia Motta De Aquino

Educational Background:Ms. Aquino, 56 years old, received her
undergraduate degree in economics and masters degree in quality and
productivity management from the Universidade Federal da Paraíba, Brazil. She
also received a graduate degree in marketing from the Fundação Getúlio Vargas,
São Paulo, Brazil.

49



---



##### Table of Contents



Professional Experience:From 1972 to 1979, Ms. Aquino served as Manager
of the Planning Division of Companhia de Eletricidade da Borborema. From 1978
to 1998, Ms. Aquino held various positions with
Telecomunicações da Paraíba  TELPA, serving as Manager of the Budget and Costs Division from 1979 to 1981,
Manager of the Finance Department from 1991 to 1995 and Manager of the Customer
Relations Department from 1996 to 1998. Since October 1998, she has served as
Vice President of the Holding Company, President of Telepisa Celular, President
of Teleceará Celular, President of Telern Celular, President of Telpa Celular,
President of Telpe Celular and President of Telasa Celular.

Walmir Urbano Kesseli

Educational Background:Mr. Kesseli, 43 years old, received his
undergraduate and post-graduate degrees in Economics and Administrative Finance
from the Catholic University of Paraná. He received his M.B.A in Finance and
Capital Markets from the Brazilian Institute of Capital Markets-IBMEC and
completed coursework specializing in Finance at the London School of Business.

Professional Experience:Mr. Kesseli has over thirteen years of experience
in finance and management. From 1986 to 1993, he served as Manager of the
Financial Division of Telecomunicações do Paraná S.A.
 Telepar. From 1994 to
1998, he served as Manager of the Department of Administrative Finance of
Telecomunicações do Paraná S.A.  Telepar. From 1999 to 2001, Mr. Kesseli was
Director of the Department of Finance of Tele Celular Sul Participações S.A.
Mr. Kesseli currently serves as the Financial Executive Officer and Investor
Relations Officer of the Holding Company.

Rogério Lyra

EducationalBackground: Mr. Lyra, 44 years old, holds a degree in
engineering from Pernambuco Federal University.

Professional Experience: From 1998 to 2002, Mr. Lyra served as
Telecommunications Marketing Director for BCP. Mr. Lyra also has held the
position of Business Communications Systems Development Engineer for Phillips.

The Fiscal Committee

The Fiscal Committee consists of five members, three of which are elected
by the majority common shareholders, one by the minority common shareholders
and one by the preferred shareholders.

The following are the current members of the Fiscal Committee:

|                          |  |                |  |       
|------------------------- |  | -------------- |  | ------
|Name                      |  | Date Elected   |  | Term  
|                          |  |                |  |       
|José Carlos de Brito      |  | March 14, 2003 |  | 1 year
|José Dorotheu Fabro       |  | March 14, 2003 |  | 1 year
|Paulo Roberto Cruz Cozza  |  | March 14, 2003 |  | 1 year
|Antonio Sidnei dos Santos |  | March 14, 2003 |  | 1 year
|Isaac Selim Sutton        |  | March 14, 2003 |  | 1 year

Under the Brazilian Corporate Law, the Fiscal Committees general duties
and responsibilities include monitoring the actions of management and verifying
its compliance with legal duties and appropriate statutes; providing opinions
regarding managements annual report, business plans and budgets; and
performing reviews of, and opinions regarding, our financial statements.

Compensation

The aggregate amount of compensation paid by the Holding Company to all
directors and executive officers of the Holding Company was approximately R$1.2
million, R$1.4 million and R$1.3 million in 2000, 2001 and 2002, respectively.
The Holding Company did not set aside or accrue any amount to provide pension,
retirement or similar benefits for officers and directors of the Holding
Company. In April 2001, the Holding Company approved a stock option plan for
members of its Board of Directors, certain managers and key employees.

50



---



##### Table of Contents



Each member of the Fiscal Committee receives 10% of the average
compensation of the Holding Companys executive officers.

We are not required under Brazilian law to disclose, and has not otherwise
disclosed, the compensation of our directors and officers on an individual
basis.

Stock Option Plan

On May 4, 2001, the shareholders of the Holding Company approved the
implementation of a stock option plan (the Stock Option Plan) initially
covering our executive officers, managers and key employees. The Stock Option
Plan was first offered in 2002 and has a duration of five years, expiring at
the time of the Annual Shareholders Meeting in 2006.

Options vest under the Stock Option Plan only if our earnings before
interest and taxes meet certain targets, which are set for each year in the
annual budgeting process. The holders of options under the Stock Option Plan
will be able to exercise their options at certain prices established under the
terms of the plan. None of the options has yet been exercised. Options with
respect to 2,822,918,000 Preferred Shares representing 0.79% of our total
outstanding capital were outstanding as of May 2003. See Note 26(j) for
further information about the Stock Option Plan.

Share Ownership

The directors and members of the administrative, supervisory and
management bodies of the Holding Company, together, do not hold more than 1% of
either the Common or Preferred Shares outstanding. As of March 31, 2003, the
directors and executive officers of the Holding Company, owned, in the
aggregate, 9,332 Common Shares.

Employees

At December 31, 2002, we had 1,041 full-time employees and 190 contract
employees, of whom approximately 55% were employed by the Subsidiaries and
approximately 45% were employed by the Holding Company. The following table
sets forth a breakdown of our employees.

|                                                |                        |  |                         |     |      |  |       |     |  |  |       |     | 
|----------------------------------------------- | ---------------------- |  | ----------------------- | --- | ---- |  | ----- | --- |  |  | ----- | --- | 
|                                                |                        |  | Year ended December 31,
|                                                |                        |  |                        
|                                                |                        |  | 2000                    |     | 2001 |  | 2002 
|                                                |                        |  |                         |     |      |  |      
|Total number of employees                       |                        |  | 1,595                   |     |      |  | 1,367 |     |  |  | 1,231 |    
|Number of employees by category of activity (1) |                        |  |                         |     |      |  |       |     |  |  |       |    
|                                                | Network                |  |                         |     |      |  |       | 206 |  |  |       | 195 | 
|                                                | Sales and marketing    |  |                         |     |      |  |       | 414 |  |  |       | 359 | 
|                                                | Information technology |  |                         |     |      |  |       | 78  |  |  |       | 75  | 
|                                                | Customer care          |  |                         |     |      |  |       | 511 |  |  |       | 466 | 
|                                                | Support and other      |  |                         |     |      |  |       | 158 |  |  |       | 136 | 
|Number of employees by geographic location      |                        |  |                         |     |      |  |       |     |  |  |       |    
|                                                | Ceará                  |  |                         | 324 |      |  |       | 308 |  |  |       | 275 | 
|                                                | Pernambuco (2)         |  |                         | 950 |      |  |       | 802 |  |  |       | 745 | 
|                                                | Rio Grande do Norte    |  |                         | 88  |      |  |       | 71  |  |  |       | 57  | 
|                                                | Alagoas                |  |                         | 83  |      |  |       | 64  |  |  |       | 49  | 
|                                                | Piauí                  |  |                         | 57  |      |  |       | 47  |  |  |       | 39  | 
|                                                | Paraíba                |  |                         | 93  |      |  |       | 74  |  |  |       | 66  | 



---

|(1) |  | Information regarding the number of employees by category of activity is not available for 2000.
|--- |  | ------------------------------------------------------------------------------------------------
|(2) |  | Includes employees of the Holding Company and of Telpe Celular.                                 

All employees are represented by state labor unions associated with either
the Federação Nacional dos Trabalhadores em
Telecomunicações Fenattel
(Fenattel) or the Federação Interestadual dos Trabalhadores em
Telecomunicações Fittel (Fittel). Each Subsidiary negotiates a new
collective labor agreement every year with the local union. The collective
agreements currently in force expire in December 2003, and the collective
agreements have historically been renewed annually in December. As of January
2003, the Subsidiaries negotiated one agreement for all the companies with the
help of Fittel and Fenattel. Our management considers the our with

51



---



##### Table of Contents



our work
force to be satisfactory. Neither we nor any Predecessor Company have
experienced a work stoppage that had a material effect on our operations.

Our employees at the time of the privatization had the right to maintain
their rights and benefits in the Telebrás Pension Plan, administered by
Fundação Telebrás de Seguridade Social Sistel (Sistel), a multi-employer
defined benefit plan that supplements government-provided retirement benefits.
We made monthly contributions to the Telebrás Pension Plan equal to 13.5% of
the salary of each employee who was a member of the Telebrás Pension Plan.
Each employee member also made a monthly contribution to the Telebrás Pension
Plan based on age and salary. Members of the Telebrás Pension Plan qualified
for full pension benefits after reaching age 57 provided they had been members
of the Telebrás Pension Plan for at least ten uninterrupted years and have been
affiliated with the social security system for at least 35 years. The Telebrás
Pension Plan operated independently from us, and our assets and liabilities
were fully segregated from ours. Employees hired since the privatization have
not become members of the Telebrás Pension Plan, and we did not contribute to
any pension fund on behalf of such employees. The Telebrás Pension Plan
covered the former employees of the companies of the Telebrás System, and we
were contingently liable for all of the unfunded obligations of the plan.

In January 2000, we and the other companies that formerly belonged to the
Telebrás System agreed to divide the existing Telebrás Pension Plan into 15
separate plans, resulting in the creation of private plans for the current
employees of each of the former members of the Telebrás System. These new
private pension plans are still administered by Sistel and have retained the
same terms and conditions of the Telebrás Pension Plan. The division was
carried out so as to allocate liability among the companies that formerly
belonged to the Telebrás system according to each companys contributions in
respect of its own employees. Joint liability among the Telebrás Pension Plan
sponsors will continue with respect to retired employees who will necessarily
remain members of the Telebrás Pension Plan. See Note 16 to the Consolidated
Financial Statements.

During 2002, we created a new defined contribution pension plan
(TIMPREV) that would bring us in line with current social security practices
in the private sector and also allow for the migration of employees
participating in our private plan created in 2000 (Tele Nordeste Celular PBS
Plan). TIMPREV was approved by the Secretary of Complementary Pension on
November 13, 2002 in Notification 1,917 CGAJ/SPC. TIMPREV sets forth new
guidelines for the granting and maintenance of benefits and outlines new rights
and obligations for Sistel, the plan administrator; sponsors; participants and
their respective beneficiaries.

Migration from the Tele Nordeste Celular PBS Plan to TIMPREV is optional.
In order to encourage migration to TIMPREV, we offered bonuses to those
employees migrating before January 29, 2003. As of January 29, 2003, 89.32% of
the participants in our private plan had migrated to TIMPREV. Upon electing to
migrate to TIMPREV, a participant extinguishes all rights to benefits under the
Tele Nordeste Celular PBS Plan.

As more employees participate in TIMPREV, we anticipate that the sponsors
risk to eventual actuarial deficit will decrease, consistent with the
characteristics of typical defined contribution plans. Under the rules of
defined contribution plans, the sponsor normally contributes 100% of the basic
contribution of the participant. In accordance with the terms and conditions
of the approved rules, the administrator of TIMPREV will ensure the benefits
listed below. However, the administrator will not assume responsibility for
granting any other benefit, even if social security officially grants it to its
beneficiaries:



| |  |  | a regular retirement pension;       
| | - |  | ------------------------------------
|
| |  |  | an anticipated retirement pension;  
|
| |  |  | a disability pension;               
|
| |  |  | a deferred proportional benefit; and
|
| |  |  | a death pension.                    

In accordance with Brazilian law, our employees also receive payments
based on our financial performance. The amount of the payment is determined by
negotiation between us and the unions representing our employees.

52



---



##### Table of Contents






ITEM 7. MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS

Major Shareholders

Of the Holding Companys two classes of capital stock outstanding, only
the Common Shares have full voting rights. In June 1998, a consortium
comprised of UGB and Bitel acquired 51.8% of the Common Shares. On December
15, 1998, UGB exercised a put option under the Shareholders Agreement between
UGB and Bitel, dated as of July 24, 1998 (the Shareholders Agreement), under
which UGB had the right to sell all of its shares of the Holding Company to
Bitel, subject to the approval of Anatel and the Conselho Administrativo de
Defesa Econômica  CADE (CADE), Brazils federal competition agency. The
sale was finalized on October 6, 1999, following its approval by Anatel and
CADE. Accordingly, Bitel has the ability to control the election of the
Holding Companys Board of Directors and the direction of our future
operations. The Shareholders Agreement was terminated following the sale, and
Bitel is no longer subject to any material obligations under such agreement.

The following table sets forth ownership information with respect to all
shareholders that, to our knowledge, own 5% of the Common Shares or more. The
Common Shares held by Bitel have the same voting rights as the other Common
Shares.

|                                                         |  |                  |                |               |  |               |       | 
|-------------------------------------------------------- |  | ---------------- | -------------- | ------------- |  | ------------- | ----- | 
|                                                         |  |                  |                |               |  | Percentage of
|                                                         |  | Number of Common |                | Outstanding  
|Name of owner                                            |  | Shares Owned     |                | Common Shares
|                                                         |  |                  |                |              
|Bitel Participações S.A.                                 |  |                  | 68,408,897,736 |               |  |               | 52.32 | 
|Caixa de Previdência dos Funcionários do Banco do Brasil |  |                  | 6,695,628,216  |               |  |               | 5.12  | 
|Tanlay S.A.                                              |  |                  | 8,136,108,381  |               |  |               | 6.22  | 
|Latinvest Holdings, LDC                                  |  |                  | 7,731,329,149  |               |  |               | 5.91  | 

Bitel is a Brazilian subsidiary of TIM Brasil S.A., which is part of a
group headed by TIM. TIM is part of a group whose parent company is Telecom
Italia. See Item 4. Information on the Company  Organizational Structure.

Related-Party Transactions

Management and Management Assistance Agreements

The Holding Company entered into a Management Assistance Agreement with
TIM, dated October 1, 2000, under which TIM undertook to provide us management
and consulting services in consideration for a payment equal to 1% of the
Holding Companys consolidated net operating revenues. This Management
Assistance Agreement entered into effect on October 1, 2000 and will remain in
effect until September 30, 2003.

The Holding Company also entered into a Management Agreement with the
Subsidiaries, dated May 2, 2001, under which the Holding Company undertook to
provide management and consulting services to the Subsidiaries in exchange for
a payment equal to the sum of 1% of the net operating revenues of each of the
Subsidiaries. This Management Agreement entered into effect on October 1, 2000
and remains in effect until September 30, 2003. See Note 23 to the
Consolidated Financial Statements for further information about the Management
Assistance Agreement.

Guarantees by the Holding Company of Obligations of the Subsidiaries

The Holding Company is the guarantor of certain obligations of the
Subsidiaries. On October 2, 2000, Telpe Celular issued three-year
non-convertible debentures in the amount of R$200 million. The debentures bear
interest at a rate equal to 103% of the CDI, are payable semi-annually and
mature in October 2003. The debentures are guaranteed by the Holding Company.

In December 1997 and March 1998, Telpe Celular, Telern Celular and Telasa
Celular entered into certain agreements with Ericsson (the Refinancing
Agreements) to refinance certain obligations under other agreements
originally entered into by the Predecessor Companies for the supply of cellular
telecommunications equipment. In December 1997 and March 1998, Ericsson
assigned these agreements to ABN Amro Brasil Participações S.A.

53



---



##### Table of Contents



These
agreements were guaranteed by Telebrás. Telebrás guarantees of these
agreements were replaced by guarantees of the Holding Company on August 25,
2000. In November 2002, each of Telpe Celular and Telasa Celular paid all of
its obligations under the Refinancing Agreements. As of December 31, 2002, the
aggregate outstanding amount of payment obligations under the Refinancing
Agreements, which bear interest at a floating rate of LIBOR plus 0.4%, was
R$9.2 million. All obligations under the Refinancing Agreements were paid in
February 2003.

On September 22, 2000, Telpe Celular entered into a Finance Contract with
the European Investment Bank, in the amount of US$50 million, guaranteed by the
Holding Company. The loan bears interest at a rate of LIBOR plus 0.15% per
annum, is payable in semi-annual installments and matures in September 2005.

The total amount of the Subsidiaries outstanding indebtedness guaranteed
by the Holding Company was R$333.7 million at December 31, 2002 and R$362.1
million at March 31, 2003.




ITEM 8. FINANCIAL INFORMATION

Consolidated Statements and Other Financial Information

See Item 18. Financial Statements.

Significant Changes

See Item 5. Operating and Financial Review and Prospects.

Policy on Dividend Distributions

We are required to distribute 25% of our adjusted net income to our
shareholders, either as dividends or as tax-deductible interest on net worth.
We are also required to pay a non-cumulative preferred dividend on our
Preferred Shares in an amount equal to the higher of: (i) 6% of our capital
(capital social) divided by the total number of ordinary and preferred shares
and (ii) 3% of our net shareholders equity (patrimônio líquido),
according to the most recent financial statements approved by our
shareholders. To the extent there are additional distributable profits, the
Holding Company is also required to distribute to all shareholders an amount
equal to at least 25% of adjusted net income (the General Dividend)
determined in accordance with the Corporate Law Method, including any
realization of the unrealized net income reserve. The amount of General
Dividend, if any, payable by us to the holders of Preferred Shares is offset by
the amount of Preferred Dividend paid to such preferred shareholders. The
Holding Company may also make additional distributions to the extent of
available distributable profits and reserves. The Subsidiaries are also
subject to mandatory distribution requirements and, to the extent of
distributable profits and reserves, are accordingly required to pay dividends
to the minority shareholders as well as to the Holding Company. All of the
aforementioned distributions may be made as dividends or as tax-deductible
interest on capital.

Brazilian corporations may make payments to shareholders characterized as
interest on the corporations capital (juros sobre capital próprio) as an
alternative form of making dividend distributions to the shareholders. The
rate of interest may not be higher than the Federal Governments long-term
interest rate (TJLP) as determined by the Brazilian Central Bank from time to
time. Dividends are not subject to withholding income tax when paid, nor to
corporate income tax or individual income tax with respect to the person
receiving the dividend. On the other hand, interest on capital paid to
shareholders is deductible from the corporations net profits for tax purposes,
but the recipient of such distributions is subject to corporate or individual
income tax with respect to such payments. See Item 10. Additional
Information  Taxation  Brazilian Tax Considerations  Distributions
of Interest on Capital.

In 2001, the Holding Company distributed a total of R$9.2 million in
respect of 2000 income, R$2.6 million in the form of dividends and R$6.6
million in the form of interest on capital. In 2002, the Holding Company
distributed a total of R$33.1 million in respect of 2001 income, R$26.3 million
in the form of dividends (of which R$14.8 million we held in an income reserve
for distribution at a later date to the shareholders of record on April 5,
2002) and R$6.8 million in the form of interest on capital. In March 2003, the
shareholders approved the distribution of R$28.2 million of dividends in
respect of 2002 income and the distribution of R$2.2 million of the

54



---



##### Table of Contents



income
reserve created in respect of 2001 income in April 2002. No distributions in
the form of interest on capital were approved in respect of 2002 income.

Legal Proceedings

Litigation Related to the Conversion of Our Concessions into Authorizations

In January 2003, a type of class action (ação popular) was brought by an
individual against ANATEL and all the companies controlled by TIM in Brazil,
including us. The claim sought to suspend the effects of Resolução318, of
September 27, 2002, and other acts by ANATEL, including the Authorizations
PVCP/SPV nos. 001/2002 to 011/2002, published on December 12, 2002, which
authorized us to migrate from the SMC regime to the PCS regime.

The action specifically challenged the omission of provisions regulating
the return of the assets (bens reversíveis) used by us in connection with the
provision of telecommunication services by the time of the expiration of the
Authorizations. By reason of such omission, argues the claimant, the Federal
Government would suffer irreparable damage and, therefore, the Anatel acts
allowing the migration from the SMC to PCS should be declared null and void.

We vigorously have challenged this action, and after some preliminary
decisions by lower courts (medidas liminares), we have obtained a unanimous
decision from the Regional Federal Court of Appeals (Tribunal Regional
Federal) permitting the migration from SMC into PCS, reserving discussion
about the return of the assets to the Federal Government for a later date.

We believe that migration from the SMC regime to the PCS regime, and the
related acts by Anatel, will not be suspended or modified. The discussion with
respect to the return (reversão) to the Federal Government of our assets used
in connection with the provision of telecommunication services should be
subject to further debate.

Litigation Related to the Application of PIS and COFINS

In 2001 and 2002, the Federal Government (Ministério Público Federal)
filed lawsuits to prevent Teleceará Celular and Telpe Celular from passing
along to its respective customers costs regarding PIS and COFINS. See Item 4.
Information on the CompanyTaxes on Telecommunications Goods and Services.
The Federal Government (Ministério Público Federal) also claimed that
Teleceará Celular and Telpe Celular should compensate their customers for these
charges by paying each of them an amount equal to double the amount that was
individually paid.

We are unable to predict the final outcome of these lawsuits. To our
knowledge, there is no case precedent addressing this issue. We are unable to
predict whether an unfavorable decision to Teleceará Celular or Telpe Celular
would have a material adverse effect on our business, results of operations,
financial condition or prospects.

Litigation Related to the Application of ICMS

In June 1998, the governments of the individual Brazilian States approved
an agreement to interpret existing Brazilian tax law to apply ICMS in respect
of certain revenues, including cellular activation fees, which had not
previously been subject to such tax. Under Brazilian law, there is a risk that
the state governments could seek to apply this interpretation retroactively to
activation fees charged during the five years preceding June 30, 1998. Our
management believes that the attempt by the state governments to extend the
scope of ICMS to services that are supplementary to basic telecommunications
services is unlawful because:



| |  |  | the state governments acted beyond the scope of their
authority;                                                                                                          
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | their interpretation would subject to taxation certain
revenues, particularly activation fees, that are not considered
to be payments for telecommunications services; and
|
| |  |  | new taxes may not be applied retroactively.                                                                                                                               

55



---



##### Table of Contents



None of the state governments in the Region has announced an intention to
apply ICMS to activation fees retroactively. Our management believes that it
is extremely unlikely that any state government in the Region will attempt to
apply ICMS to activation fees retroactively and that any attempt to do so would
be unlawful. However, our management believes that the Predecessor Companies
would be liable to the Subsidiaries for any liability arising from the
retroactive application of ICMS to activation fees earned prior to 1998. In
view of the suspension of our activation fees in November 1998, management does
not believe that application of ICMS to activation fees on a prospective basis
will have a material impact on our results of operations.

It should be noted that few decisions issued by higher courts have
addressed this issue. However, a recent decision with respect to another
cellular service provider operating in another region indicates that ICMS may
not be applicable to cellular activation fees.

Litigation Related to the Use of Premium Arising Out of the Breakup of
Telebrás

On April 4, 2002, a Congressman filed a lawsuit in federal court in
Brasília, Federal District, against a number of governmental telecommunication
entities and the New Holding Companies. The purpose of the lawsuit is to
prevent the New Holding Companies from using the amortization of the goodwill
paid by the New Holding Companies to the Brazilian government in the Breakup of
Telebrás to generate tax benefits. At the time of this annual report, the
defendants are still being served with notice. We will be required to present
our defense 15 days after the court receives confirmation that all defendants
have been served.

Even though we are unable to predict the final outcome of this lawsuit, we
believe that a ruling favorable to the plaintiff is unlikely. Accordingly, we
have not created a reserve in connection with this litigation. If an
unfavorable ruling is issued against us, we will lose the tax benefit derived
from the premiums paid, and our tax liability will increase. We believe that
an unfavorable decision would not have a material adverse effect on our
business, results of operations, financial condition or prospects.

Litigation Arising out of Events Prior to the Breakup of Telebrás

Telebrás and the Predecessor Companies, the legal predecessors of the
Holding Company and the Subsidiaries, respectively, are defendants in a number
of legal proceedings and subject to certain other claims and contingencies.
Liability for any claims arising out of acts committed by the Predecessor
Companies prior to the effective date of the spin-off of the cellular assets
and liabilities of the Predecessor Companies to the Subsidiaries remains with
the Predecessor Companies, with the exception of liabilities for which specific
accounting provisions have been assigned to the Subsidiaries. Any claims
against the Predecessor Companies that are not satisfied by the Predecessor
Companies could result in claims against the Subsidiaries, to the extent that
the Subsidiaries have received assets which might have been used to settle such
claims had such assets not been spun off from the Predecessor Companies.

Under the terms of the Breakup, liability for any claims arising out of
acts committed by Telebrás prior to the effective date of the Breakup remains
with Telebrás, with the exception of labor and tax claims (for which Telebrás
and the New Holding Companies are jointly and severally liable by operation of
law) and any liability for which specific accounting provisions have been
assigned to the Holding Company or one of the other New Holding Companies. Our
management believes that the chances of claims of this nature materializing and
having a material adverse financial effect on us are remote.

Other Litigation

We are a party to certain legal proceedings arising in the normal course
of business. In general, these legal proceedings may be divided into two main
categories: consumer protection claims and labor law claims. The most common
issue raised by claimants in the consumer protection cases against us is
allegedly incorrect inclusion by us of their names on a public list of
customers who have defaulted on their payments. The labor law claims against
us have been brought by former employees for alleged infringement of labor laws
during the duration of their employment contracts with us. As of December 31,
2002, we were a party to approximately 2,000 consumer protection claims and 112
labor law claims. We believe that such actions, if decided adversely to us,
would not have a material adverse effect on our business, financial condition
or results of operations.

56



---



##### Table of Contents






ITEM 9. THE OFFER AND LISTING

Price History of Common and Preferred Shares and ADSs

The principal trading market for the Common and Preferred Shares is the
Bolsa de Valores de São Paulo(the Bovespa). Until January 2000, the Common
and Preferred Shares were also traded on the Bolsa de Valores do Rio de Janeiro
(the Rio de Janeiro Stock Exchange) and the seven other Brazilian stock
exchanges. In January 2000, the nine Brazilian stock exchanges merged. See Trading on the Brazilian Stock Exchanges. At December 31, 2002, the
Holding Company had approximately 1.9 million common and preferred
shareholders.

The Common and Preferred Shares commenced trading separately on the
Brazilian stock exchanges on September 21, 1998. The following table sets
forth the reported high and low closing sale prices for the Common and
Preferred Shares on the Bovespa for the periods indicated.

|                    |  |                         |      |                  |  |      |      |     |  |  |      |  |  |  |      | 
|------------------- |  | ----------------------- | ---- | ---------------- |  | ---- | ---- | --- |  |  | ---- |  |  |  | ---- | 
|                    |  | Nominal reais per 1,000
|                    |  |                        
|                    |  | Common Shares           |      | Preferred Shares
|                    |  |                         |      |                 
|                    |  | High                    |      | Low              |  | High |      | Low
|                    |  |                         |      |                  |  |      |      |    
|1998                |  |                         | 0.69 |                  |  |      | 0.60 |     |  |  | 1.10 |  |  |  | 1.08 | 
|1999                |  |                         | 3.90 |                  |  |      | 3.69 |     |  |  | 4.75 |  |  |  | 4.70 | 
|2000                |  |                         | 4.60 |                  |  |      | 3.90 |     |  |  | 4.20 |  |  |  | 4.00 | 
|2001                |  |                         | 5.00 |                  |  |      | 1.83 |     |  |  | 4.78 |  |  |  | 1.99 | 
|2002                |  |                         | 5.00 |                  |  |      | 1.83 |     |  |  | 4.78 |  |  |  | 1.99 | 
|First quarter 2001  |  |                         | 4.50 |                  |  |      | 2.65 |     |  |  | 4.55 |  |  |  | 2.78 | 
|Second quarter 2001 |  |                         | 5.00 |                  |  |      | 2.65 |     |  |  | 4.78 |  |  |  | 2.75 | 
|Third quarter 2001  |  |                         | 4.00 |                  |  |      | 1.83 |     |  |  | 3.85 |  |  |  | 1.99 | 
|Fourth quarter 2001 |  |                         | 3.33 |                  |  |      | 1.94 |     |  |  | 3.53 |  |  |  | 2.21 | 
|First quarter 2002  |  |                         | 3.65 |                  |  |      | 2.76 |     |  |  | 3.40 |  |  |  | 2.65 | 
|Second quarter 2002 |  |                         | 2.78 |                  |  |      | 2.24 |     |  |  | 3.20 |  |  |  | 2.70 | 
|Third quarter 2002  |  |                         | 3.02 |                  |  |      | 2.32 |     |  |  | 3.55 |  |  |  | 2.61 | 
|Fourth quarter 2002 |  |                         | 2.88 |                  |  |      | 2.10 |     |  |  | 3.80 |  |  |  | 2.21 | 
|November 2002       |  |                         | 2.80 |                  |  |      | 2.48 |     |  |  | 2.48 |  |  |  | 2.21 | 
|December 2002       |  |                         | 2.88 |                  |  |      | 2.68 |     |  |  | 2.52 |  |  |  | 2.35 | 
|January 2003        |  |                         | 2.95 |                  |  |      | 2.47 |     |  |  | 2.48 |  |  |  | 2.00 | 
|February 2003       |  |                         | 2.56 |                  |  |      | 2.25 |     |  |  | 2.02 |  |  |  | 1.65 | 
|March 2003          |  |                         | 2.45 |                  |  |      | 2.24 |     |  |  | 2.42 |  |  |  | 1.65 | 
|April 2003          |  |                         | 2.47 |                  |  |      | 2.22 |     |  |  | 2.54 |  |  |  | 2.27 | 
|May 2003            |  |                         | 2.63 |                  |  |      | 2.30 |     |  |  | 2.68 |  |  |  | 2.41 | 

In the United States, the Preferred Shares traded, until June 24, 2002, in
the form of ADSs, each representing 20,000 Preferred Shares, issued by The Bank
of New York, as depositary, pursuant to a Deposit Agreement among the Holding
Company, The Bank of New York and the registered holders and beneficial owners
from time to time of ADRs. Since June 24, 2002, the Preferred Shares have
traded in the form of ADSs, each representing 20,000 Preferred Shares, issued
by JPMorgan Chase Bank (the Depositary or JPMorgan), pursuant to a new
Deposit Agreement among the Holding Company, the Depositary and the holders
from time to time of ADRs. See Item 10. Additional Information  Material
Contracts. The Holding Companys ADSs commenced trading separately on the
NYSE on November 16, 1998 under the symbol TND. The following table sets forth
the reported high and low closing sales prices for ADSs on the NYSE for the
period indicated.

57



---



##### Table of Contents



|                    |  |                      |       |     |  |  |       | 
|------------------- |  | -------------------- | ----- | --- |  |  | ----- | 
|                    |  | U.S. dollars per ADS
|                    |  |                     
|                    |  | High                 |       | Low
|                    |  |                      |       |    
|1998                |  |                      | 18.06 |     |  |  | 17.50 | 
|1999                |  |                      | 53.25 |     |  |  | 51.00 | 
|2000                |  |                      | 42.25 |     |  |  | 41.13 | 
|2001                |  |                      | 46.50 |     |  |  | 16.70 | 
|2002                |  |                      | 32.60 |     |  |  | 10.80 | 
|First quarter 2001  |  |                      | 46.50 |     |  |  | 25.76 | 
|Second quarter 2001 |  |                      | 39.35 |     |  |  | 24.93 | 
|Third quarter 2001  |  |                      | 32.50 |     |  |  | 17.00 | 
|Fourth quarter 2001 |  |                      | 29.50 |     |  |  | 16.70 | 
|First quarter 2002  |  |                      | 32.60 |     |  |  | 22.50 | 
|Second quarter 2002 |  |                      | 23.84 |     |  |  | 16.50 | 
|Third quarter 2002  |  |                      | 21.35 |     |  |  | 12.54 | 
|Fourth quarter 2002 |  |                      | 15.90 |     |  |  | 10.80 | 
|November 2002       |  |                      | 15.85 |     |  |  | 13.82 | 
|December 2002       |  |                      | 15.90 |     |  |  | 14.50 | 
|January 2003        |  |                      | 17.80 |     |  |  | 14.00 | 
|February 2003       |  |                      | 14.42 |     |  |  | 12.42 | 
|March 2003          |  |                      | 14.35 |     |  |  | 12.11 | 
|April 2003          |  |                      | 16.64 |     |  |  | 13.90 | 
|May 2003            |  |                      | 18.43 |     |  |  | 16.28 | 

Markets

Trading on the Brazilian Stock Exchanges

The Bovespa is the only Brazilian Stock Exchange on which equity and debt
securities issued by Brazilian companies are traded. The exclusive trading of
such securities on the Bovespa is the result of several memoranda of
understanding entered into by the Bovespa and the other Brazilian stock
exchanges. The Rio de Janeiro stock exchange is now exclusively responsible
for the electronic trade of public debt securities and for privatization
auctions. In 2002, the Bovespa accounted for 100% of the trading value of
equity securities on all Brazilian stock exchanges.

Each Brazilian stock exchange is a nonprofit entity owned by its member
brokerage firms. Trading on each exchange is limited to member brokerage firms
and a limited number of authorized nonmembers. The Bovespa has two open outcry
trading sessions each day, from 11:00 a.m. to 1:30 p.m. and from 2:30 p.m. to
5:45 p.m., except during daylight savings time in the United States. During
daylight savings time in the United States, the sessions are from 10:00 a.m. to
1:00 p.m. and from 2:00 p.m. to 4:45 p.m., to closely mirror New York Stock
Exchange trading hours. Trading is also conducted between 11:00 a.m. and 6:00
p.m., or between 10:00 a.m. and 5:00 p.m. during daylight savings time in the
United States, on an automated system known as the Computer Assisted Trading
System (Sistema de Negociação Assistida por Computador) on the Bovespa and on
the National Electronic Trading System (Sistema Eletrônico de Negociação
Nacional). These systems are computerized systems that link electronically
with the seven smaller regional exchanges. The Bovespa also permits trading
from 6:45 p.m. to 7:30 p.m. on an online system connected to traditional and
Internet brokers called the After Market. Trading on the After Market is
subject to regulatory limits on price volatility and on the volume of shares
transacted through Internet brokers. There are no specialists or market makers
for Companys shares on the Bovespa. Beginning March 31, 2003, the Bovespa
modified its trading practices with respect to its open outcry trading sessions
and its electronic trading system. Under these revised trading practices,
orders registered in an open outcry session will be matched through that open
outcry session only, while orders registered through the electronic trading
system may be matched both through the electronic system and through an open
outcry session, if a matching order better by five centavos(R$0.05) is
available.

In order to better control volatility, Bovespa adopted a circuit breaker
system pursuant to which trading sessions may be suspended for a period of 30
minutes or one hour whenever the indexes of these stock exchanges fall below
10% or 15%, respectively, in relation to the index registered in the previous
trading session.

58



---



##### Table of Contents



Settlement of transactions in effected three business days after the trade
date without adjustment of the purchase price for inflation. Delivery of and
payment for shares are made through the facilities of the clearinghouse, or
Companhia Brasileira de Liquidação e Custodia  CBLC, which maintain accounts
for member brokerage firms. The seller is ordinarily required to deliver the
shares to the exchange on the second business day following the trade date.

The Bovespa is less liquid than the New York Stock Exchange or other major
exchanges in the world. On April 30, 2003, the aggregate market capitalization
of the 391 companies listed on Bovespa was approximately US $155.5 billion, and
the 10 largest companies listed on Bovespa represented approximately 45.7% of
the total market capitalization of all listed companies. Although all the
outstanding shares of a listed company may trade on a Brazilian stock exchange,
in most cases less than half of the listed shares are actually available for
trading by the public, the remainder being held by small groups of controlling
persons by governmental entities or by one principal shareholder. For this
reason, data showing the total market capitalization of Brazilian stock
exchanges tend to overstate the liquidity of the Brazilian equity securities
market.

Trading on Brazilian stock exchanges by a holder not deemed to be
domiciled in Brazil, for Brazilian tax and regulatory purposes (a
non-Brazilian holder), is subject to certain limitations under Brazilian
foreign investment legislation. With limited exceptions, non-Brazilian holders
may only trade on Brazilian stock exchanges in accordance with the requirements
of Resolution No. 2,689, of January 26, 2000, of the National Monetary Council
(Conselho Monetário Nacional). Resolution No. 2,689 requires that securities
held by non-Brazilian holders be maintained in the custody of, or in deposit
accounts with, financial institutions duly authorized by the Central Bank and
the Brazilian securities commission (Comissão de Valores Mobiliários  CVM).
In addition, Resolution No. 2,689 requires non-Brazilian holders to restrict
their securities trading to transactions on Brazilian stock exchanges or
qualified over-the-counter markets. With limited exceptions, non-Brazilian
holders may not transfer the ownership of investments made under Resolution No.
2,689 to other non-Brazilian holders through a private transaction. See
TaxationBrazilian Tax Considerations for a description of certain tax
benefits extended to non-Brazilian holders who qualify under Resolution No.
2,689.

Differentiated Levels of Corporate Governance and the New Market

In order to increase the transparency of the Brazilian capital markets and
protect minority shareholders rights, among others, the Bovespa has
implemented two new initiatives:



| |  |  | a classification system referred to as Differentiated
Levels of Corporate Governance applicable to the companies
already listed on the Bovespa, and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a new separate listing segment for qualifying issuers
referred to as the New Market.                                                               

The Differentiated Levels of Corporate Governance, Level 1 and Level 2,
are applicable to listed companies that voluntarily comply with special
disclosure and corporate governance practices established by the Bovespa. The
companies may be classified into two different levels, depending on their
degree of adherence to the Bovespa practices of disclosure and corporate
governance.

To become a Level 1 company, an issuer must voluntarily satisfy the
following requirements: (i) ensure that shares amounting to at least 25% of its
capital are outstanding and available for trading in the market; (ii) adopt
procedures that favor the dispersion of shares into the market whenever making
a public offering; (iii) comply with minimum quarterly disclosure standards;
(iv) follow stricter disclosure policies with respect to transactions with
controlling shareholders, directors and officers involving the issuers
securities; (v) disclose any existing shareholders agreements and stock option
plans; and (vi) make a schedule of corporate events available to the minority
shareholders. The Holding Company is currently considering complying with
these requirements for Level 1 of Corporate Governance.

To become a Level 2 company, an issuer must, in addition to satisfying the
Level 1 criteria, satisfy the following requirements: (i) require all
directors to serve unstaggered one-year terms; (ii) prepare and publish annual
financial statements in U.S. GAAP or IAS GAAP; (iii) create tag-along rights
for minority shareholders, ensuring holders of ordinary shares of the right to
sell on the same terms as a controlling shareholder, and ensuring preferred
shareholders a price equal to at least 70% of that received by the selling
controlling shareholder; (iv) grant preferred

59



---



##### Table of Contents



shareholders the right to vote in
certain cases, including the transformation, spin-off or merger of the company,
approval of agreements with related parties or any other matters that may
constitute a conflict of interest between controlling shareholders and the
company; (v) make a tender offer for all outstanding shares, for a price equal
to fair market value, in the event of delisting or withdrawal of the issuer
from Level 2 qualification; and (vi) agree to submit any corporate disputes to
the Bovespas Market Arbitration Chamber.

The New Market is a separate listing segment for the trading of shares
issued by companies that voluntarily adopt certain additional corporate
governance practices and disclosure requirements which are more demanding than
those required by the current law in Brazil. Companies may qualify to have
their shares traded in the New Market, if, in addition to complying with the
Level 2 corporate governance practices referred to above, their capital stock
consists only of voting common shares. We are considering whether to undertake
some or all of the disciplines necessary to become a Level 1 Company.

Bovespa Market Administration Panel

Pursuant to Law No. 9,307/66, a Market Arbitration Panel (the Panel) has
been established by the Bovespa. The Panel was established to settle certain
types of disputes, including disputes relating to corporate governance,
securities issues, financial regulatory issues and other capital market
matters, with respect to Bovespa listed companies that have undertaken to
voluntarily comply with Level 2 and New Market levels of corporate governance
and disclosure. The Panel will provide a forum for dispute resolution to,
among others, the Bovespa, the applicable listed company and the shareholders,
directors and management of the applicable listed company.

Regulation of Brazilian Securities Markets

The Brazilian securities markets are principally governed by Law No.
6,385, of December 7, 1976, and the Brazilian Corporate Law, each as amended,
and by regulations issued by the CVM which has authority over stock exchanges
and the securities markets generally, the National Monetary Council, and by the
Central Bank of Brazil, which has, licensing authority over brokerage firms and
regulates foreign investment and foreign exchange transactions. Both
regulatory bodies are subordinate to the National Monetary Council, the highest
regulatory entity within the National Financial System. These laws and
regulations, among others, provide for disclosure requirements applicable to
issuers of traded securities protection of minority shareholders and criminal
penalties for insider trading and price manipulation. They also provide for
licensing and oversight of brokerage firms and governance of the Brazilian
stock exchanges. Nevertheless, the Brazilian securities markets are not highly
regulated and supervised as the U.S. securities markets.

Under the Brazilian Corporate Law, a company is either public, a companhia
aberta,like us, or private, a companhia fechada.All public companies,
including us, are registered with the CVM and are subject to reporting
requirements. A company registered with the CVM may have its securities traded
on the Bovespa or in the Brazilian over-the-counter market. The shares of a
public company may also be traded privately, subject to certain limitations.
To be listed on the Bovespa, a company must apply for registration with the CVM
and the Bovespa.

Trading in securities on the Bovespa may be suspended at the request of a
company in anticipation of a material announcement. Trading may also be
suspended on the initiative of Bovespa or the CVM, among other reasons, based
on or due to a belief that a company has provided inadequate information
regarding a material event or has provided inadequate responses to inquiries by
the CVM or the Bovespa.

The Brazilian over-the-counter market consists of direct trades between
individuals in which a financial institution registered with CVM serves as
intermediary. No special application, other than registration with the, is
necessary for securities of a public company to be traded in this market. The
CVM requires that it be given notice of all trades carried out in the Brazilian
over-the-counter market by the respective financial institution intermediary.

Trading on Bovespa by non-residents of Brazil is subject to limitations
under Brazilian foreign investment and tax legislation. The Brazilian
custodian for our Preferred Shares on behalf of the depositary for the ADSs,
obtain registration from the Central Bank to remit U.S. dollars abroad for
payments of dividends, any other cash distributions, or upon the disposition of
the shares and sales proceeds thereto. In the event that a holder of ADSs
exchanges Preferred Shares for ADSs, the holder will be entitled to continue to
rely on the custodians registration for five business days after the exchange.
Thereafter, the holder may not be able to obtain and remit U.S. dollars

60



---



##### Table of Contents



abroad
upon the disposition of our Preferred Shares, or distributions relating to our
Preferred Shares, unless the holder obtains a new registration. See Item 10.
Additional InformationMemorandum and Articles of Associations.

Brazilian regulations also require that any person or group of persons
representing the same interest that has directly or indirectly acquired an
interest corresponding to 10% of the common shares of a publicly traded
company, shall disclose its share ownership to the CVM and stock exchanges. In
addition, a statement containing the required information shall be published in
appropriate Brazilian newspapers. Any subsequent increase to, or decrease
from, five percent or more in ownership of common shares, including warrants
and debentures convertible into common shares, shall be similarly disclosed.




ITEM 10. ADDITIONAL INFORMATION

Memorandum and Articles of Association

The following summarizes certain material provisions of Tele Nordeste
Celular bylaws and the Brazilian Corporate Law, the main bodies of regulation
governing us. Copies of Tele Nordeste Celular bylaws have been filed as
exhibits to this annual report. Except as described in this section, the
bylaws do not contain provisions addressing the duties, authority or
liabilities of the directors and senior management, which are instead
established by Brazilian Corporate Law.

Register

Tele Nordeste Celular bylaws were registered with the Public Registry of
the state of Pernambuco under company number (NIRE) 26.3.0001109-3.

Corporate Purpose

Article 2 of the Tele Nordeste Celular bylaws provides that our main
corporate purpose is to exercise control over the operating companies that
provide mobile telephone and other services in concession areas 5 and 6, as
defined by Anatel regulations. Other corporate purposes include:



| |  |  | promote, through our controlled or affiliated
companies, the expansion of mobile telephone services in their
respective concession or authorization areas;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | procure funding from internal or external sources;                                                                                                        
|
| |  |  | promote and foster study and research for the development of mobile telephone services;                                                                   
|
| |  |  | perform, through our controlled or affiliated
companies, specialized technical services related to the mobile
telephone industry;                         
|
| |  |  | promote and coordinate, through our controlled or
affiliated companies, the education and training of the staff
required by the telephone services;       
|
| |  |  | effect or order the import of goods and services for our controlled and affiliated companies;                                                             
|
| |  |  | hold interests in other companies.                                                                                                                        

Directors

Following is a description of some of the provisions of our bylaws
concerning members of the Board of Directors:



| |  |  | Pursuant to Art. 23, paragraph XV of, the Board of
Directors has the power to approve loans, financing and lease
agreements, as well as to issue promissory notes, for an amount
exceeding 2% of the shareholders equity;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

61



---



##### Table of Contents





| |  |  | Pursuant to Art. 23, paragraph XXIII, the Board of
Directors has the power to apportion the global remuneration set
forth by the shareholders meeting between the Directors and the
Executive Officers; and                                   
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Pursuant to Art. 25, paragraph II, a member of the
Board of Directors is not authorized to access information or to
attend a meeting of the Board of Directors regarding subjects or
proposals in which such director is materially interested.

Pursuant to the Brazilian Corporate Law, each member of the Board of
Directors must have at least one share of our capital stock in order to qualify
to be a director. There are no provisions in the by-laws with respect to:



| |  |  | a directors power to vote compensation to him or
herself in the absence of an independent quorum;         
| | - |  | -----------------------------------------------------------------------------------------------------------
|
| |  |  | borrowing powers exercisable by the directors;                                                             
|
| |  |  | age limits for retirement of directors;                                                                    
|
| |  |  | required shareholding for director qualification;                                                          
|
| |  |  | anti-takeover mechanisms or other procedures designed
to delay, defer or prevent changes in our control; or
|
| |  |  | disclosure of share ownership.                                                                             

Rights Relating to our Shares

Dividend Rights

See
Item 8. Financial Information Policy on Dividend
Distributions.

Voting Rights

Each Common Share entitles the holder to one vote at meetings of
shareholders. Our Preferred Shares do not entitle the holder to vote except as
set forth below. Holders of our Preferred Shares are each entitled to attend
or to address meetings of shareholders.

One of the members of our permanent fiscal committee and his or her
alternative may be elected by majority vote of the holders of our preferred
shares, as the case may be, present at the annual meeting of shareholders at
which member of the fiscal committee are elected.

Brazilian Corporate Law provides that certain non-voting shares, such as
our preferred shares, acquire voting rights in the event we, as the case may
be, fail for three consecutive fiscal years to pay the dividend to which such
shares are entitled until such payment is made.

Our Preferred Shares are entitled to full voting rights with respect to:



| |  |  | the approval of any long-term contract between us and
our affiliates, on the one hand, and any controlling shareholder
or, that shareholders affiliates and related parties, on the
other hand;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | resolutions modifying certain provisions of our
by-laws; and                                                                                                                                    
|
| |  |  | any resolution submitted to the shareholders meeting
for our delisting or during our liquidation of the shares.                                                                                

Any change in the preference, benefits, conditions of redemption and
amortization of our preferred shares, or the creation of a class of shares
having priority or preference over our preferred shares, would require the
approval of holders of a majority of our outstanding preferred shares at a
special meeting of holders of our preferred

62



---



##### Table of Contents



shares, as the case may be. Such a
meeting would be called by publication of a notice in two Brazilian official
gazettes at least thirty days prior to the meeting but would not generally
require any other form of notice. In any circumstances in which holders of our
preferred shares are entitled to vote, each of our preferred shares will
entitle the holder to one vote.

Meeting of Shareholders

According to Brazilian law, shareholders must be previously convoked in
order for a general or extraordinary shareholders meeting to be installed.
The notification must occur at least 15 days prior to the meeting scheduled
date. If the first meeting is not installed for some reason, the second
notification must happen at least five days before the second meeting date.

On the first call, meetings may only be installed with a minimum quorum of
one fourth of the holders of voting shares. Extraordinary meetings for the
amendment of the bylaws may only be installed on the first call with a minimum
of two thirds of the voting capital present. On a second call, the meetings
are installed regardless of quorum.

Preemptive Rights

Each of our shareholders has a general preemptive right to subscribe for
shares in any capital increase, in proportion to its shareholding. A minimum
period of 30 days following the publication of notice of the capital increase
is allowed for the exercise of the right, and the right is negotiable.

However, a shareholders meeting is authorized to eliminate preemptive
rights with respect to the issuance of new share, debentures and warrants
convertible into new shares up to the limit of the authorized share capital,
provided that the distribution of these securities is effected:



| |  |  | on a stock exchange;                                                                                                
| | - |  | --------------------------------------------------------------------------------------------------------------------
|
| |  |  | in a public offering;                                                                                               
|
| |  |  | through an exchange of shares in a public offering the
purpose of which is to acquire control of another company; or
|
| |  |  | through the use of certain tax incentives.                                                                          

In the event of a capital increase, which would maintain or increase the
proportion of capital represented by our preferred shares, holders of the ADSs,
or of our preferred shares, would have preemptive rights to subscribe only to
the newly issued preferred shares. In the event of a capital increase, which
would reduce the proportion of capital represented by our preferred shares,
holders of the ADSs, or of our preferred shares, would have preemptive rights
to subscribe to our preferred shares, in proportion to their shareholdings and
to the ordinary shares only to the extent necessary to prevent dilution of
their interest in us.

Preemptive rights to purchase shares may not be offered to U.S. holders of
the ADSs unless a registration statement under the Securities Act of 1933 is
effective with respect to the shares underlying those rights, or an exemption
form the registration requirements of the Securities Act of 1933 is available.
Consequently, if you are a holder of our ADSs, who is a U.S. person or is
located in the United States, you may be restricted in your ability to
participate in the exercise of preemptive rights.

Right of Redemption

Subject to the right of a dissenting shareholder to seek redemption upon a
decision made at a shareholders meeting by shareholders representing over 50%
of the voting shares, ordinary shares or preferred shares are redeemable in
case we decide:



| |  |  | to change the preference of our preferred shares or to
create a class of shares having priority or preference over our
preferred shares;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------

63



---



##### Table of Contents





| |  |  | to reduce the mandatory distribution of dividends;                                                                                    
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | to change our corporate purposes;                                                                                                     
|
| |  |  | to participate in group of companies;                                                                                                 
|
| |  |  | to transfer all of our shares to another company in
order to make us a wholly-owned subsidiary of that company;                       
|
| |  |  | to split up, subject to the conditions set forth by Brazilian Corporate Law;                                                          
|
| |  |  | to adopt another corporate type;                                                                                                      
|
| |  |  | to approve the acquisition of another company, the
price of which exceeds certain limits set forth in the Brazilian
Corporate Law; and
|
| |  |  | to merge or consolidate ourselves with another company.                                                                               

The right to redemption lapses 30 days after publication of the minutes of
the relevant shareholders meeting or, whenever the resolution requires the
approval of the holders of our preferred shares by vote taken in a special
meeting of a majority of the holders of our preferred shares affected by the
resolution within 30 days from the publication of the minutes of that special
meeting. We would be entitled to reconsider any action giving rise to
redemption rights within 10 days following the expiration of those rights if
the redemption of shares of dissenting shareholders would jeopardize the
financial stability, as the case may be.

In addition, the rights of withdrawal connected to bullet points 4 and 9
above may not be exercised by holders of shares if such shares are (1) liquid,
defined as being part of the Bovespa Index or other stock exchange index (as
defined by the CVM), and (2) such that the controlling shareholder or companies
it controls have less than 50% of our shares. Our Preferred Shares are included
on the Bovespa Index.

Unless otherwise provided in the by-laws, which is not the case with us,
shares are redeemable at their book value, determined on the basis of the last
annual balance sheet approved by the shareholders. If the shareholders
meeting giving rise to redemption rights occurs more than 60 days after the
date of the last annual balance sheet, a shareholder may demand that its shares
be valued on the basis of a new balance sheet that is as of a date within 60
days of such shareholders meeting.

Form and Transfer

Our shares are maintained in book-entry form with a transfer agent, Banco
Real S.A., and the transfer of our shares is made in accordance with the
applicable provision of the Brazilian Corporate Law, which provides that a
transfer of shares is effected by an entry made by the transfer agent on its
books, debiting the share account of the seller and crediting the share account
of the purchaser, against presentation of a written order of the seller, or
judicial authorization or order, in an appropriate document which remains in
the possession of the transfer agent. Our preferred shares underlying our ADS
are registered on the transfer agents records in the name of the Brazilian
depositary.

Transfers of shares by a foreign investor are made in the same way and
executed by such investors local agent on the investors behalf except that,
if the original investment was registered with the Central Bank of Brazil
under the Brazilian foreign investment in capital markets regulations, the
foreign investor should also seek amendment, if necessary, though its local
agent, of the certificate of registration to reflect the new ownership.

The São Paulo stock exchange reports transactions in its market to CBLC, a
central clearing system. A holder of our shares may choose, at its discretion,
to participate in this system. All shares elected to be put into the system
will be deposited in custody with the relevant stock exchange, though a
Brazilian institution duly authorized to operate by the Central Bank of Brazil
and having a clearing account with the relevant stock exchange. The fact that
such shares are subject to custody with the relevant stock exchange will be
reflected in our register of shareholders. Each participating shareholder
will, in turn, be registered in our register of beneficial shareholders, as

64



---



##### Table of Contents



the
case may be, maintained by the relevant stock exchange and will be treated in
the same way as registered shareholders.

Material Contracts

The following is a summary of the material contracts to which we are a
party, other than contracts entered into in the ordinary course of business:



| |  |  | Until December 2002, each of the Subsidiaries operated
under a concession that authorized it to provide specified
services and set forth certain obligations. In December 2002,
the Subsidiaries converted their respective concessions to
operate under SMC regulations into authorizations to operate
under PCS regulations. See also Item 4. Regulation of the
Brazilian Telecommunications Industryauthorizations, concessions
and Licenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Holding Company entered into a Management
Assistance Agreement with TIM, dated October 1, 2000, under which
TIM undertook to provide management and consulting services to us
in consideration for a payment equal to 1% of the Holding
Companys consolidated net operating revenues. This Management
Assistance Agreement entered into effect on October 1, 2000 and
remains in effect until September 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |  | The Holding Company also entered into a Management
Agreement with the Subsidiaries, dated May 2, 2001, under which
the Holding Company undertook to provide management and
consulting services to the Subsidiaries in exchange for a payment
equal to the sum of 1% of the net operating revenues of each of
the Subsidiaries. This Management Agreement entered into effect
on October 1, 2000 and remains in effect until September 30,
2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | In the United States, the Preferred Shares traded,
until June 24, 2002, in the form of ADSs, each representing
20,000 Preferred Shares, issued by The Bank of New York, as
depositary (BONY), pursuant to a Deposit Agreement, dated July
27, 1998, among the Holding Company, BONY and the registered
holders and beneficial owners from time to time of ADRs.
Pursuant to a new Deposit Agreement, dated June 24, 2002, among
the Holding Company, JPMorgan, as depositary, and the holders
from time to time of ADRs, JPMorgan replaced BONY as the
depositary for the Holding Companys ADS program. Since June 24,
2002, the Preferred Shares have traded in the United States in
the form of ADSs, each representing 20,000 Preferred Shares,
issued by JPMorgan. The rights of holders of ADRs are not
materially affected by this change in depositaries, except that
holders now have contractual rights against JPMorgan, instead of
BONY, as depositary.

Exchange Controls

There are no restrictions on ownership of our preferred shares or common
shares by individuals or legal entities domiciled outside Brazil.

The right to convert dividend payments and proceeds from the sale of
shares into foreign currency and to remit such amounts outside Brazil is
subject to restrictions under foreign investment legislation which generally
requires, among other things, that the relevant investments have been
registered with the Central Bank of Brazil. Such restrictions on the
remittance of foreign capital abroad may hinder or prevent Banco Itaú S.A., as
custodian for our preferred shares represented by ADSs, or holders who have
exchanged ADRs for preferred shares from
converting dividends, distributions or the proceeds from any sale of such
preferred shares, as the case may be, into U.S. dollars and remitting such U.S.
dollars abroad. Holders of ADSs could be adversely affected by delays in, or
refusal to grant any, required government approval for conversions of Brazilian
currency payments and remittances abroad of our preferred shares underlying the
ADSs.

Under Annex IV to Resolution No. 1,289 of the National Monetary Council,
as amended, qualified foreign investors (which principally include foreign
financial institutions, insurance companies, pension and investment funds,
charitable foreign institutions and other institutions that meet certain
minimum capital and other requirements) registered with the Brazilian
securities commission and acting through authorized custody accounts

65



---



##### Table of Contents



managed by
local agents may buy and sell shares on Brazilian stock exchanges without
obtaining separate certificates of registration for each transaction.
Investors under the Annex IV regulations are also entitled to favorable tax
treatment. See TaxationBrazilian Tax Considerations.

The Annex IV regulations were superseded as of March 31, 2000 by the rules
of Resolution No. 2,689, of January 26, 2000, of the Brazilian monetary
council, which sets forth new regulations for investments in capital markets.
Foreign investments registered under the Annex IV regulations must conform to
the new rules by June 30, 2000. These new rules allow foreign investors to
invest in almost all of the financial assets and to engage in almost all
transactions available in the Brazilian financial capital markets, provided
that some conditions are fulfilled. In accordance with Resolution No.
2,689/00, foreign investors are individuals, corporations, mutual funds and
collective investments domiciled or headquartered abroad.

Pursuant to these new rules, foreign investors must:



| |  |  | appoint at least one representative in Brazil with
powers to perform actions relating to the foreign investment;
| | - |  | ----------------------------------------------------------------------------------------------------------------
|
| |  |  | fill in the appropriate foreign investment registration form;                                                   
|
| |  |  | obtain registration as a foreign investor with the Brazilian securities commission; and                         
|
| |  |  | register the foreign investment with the Central Bank of Brazil.                                                

The securities and other financial assets held by the foreign investor
pursuant to Resolution 2,689/00 must be:



| |  |  | registered or maintained in deposit accounts or under
the custody of an entity duly licensed by the Central Bank of
Brazil or by the Brazilian securities commission or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | registered in register, clearing and custody systems
authorized by the Central Bank of Brazil or by the Brazilian
securities commission.                               

In addition, securities trading is restricted to transactions carried out
on the stock exchanges or organized over-the-counter markets licensed by the
Brazilian securities commission.

On January 26, 2000, the Central Bank of Brazil enacted Circular No.
2,963, providing that beginning on March 31, 2000, all investments by a foreign
investor under the Resolution No. 2,689/00 are subject to the electronic
registration with the Central Bank of Brazil. Foreign investments registered
under the Annex IV regulations must conform to the new registration rules by
June 30, 2000.

Resolution No. 1,927 of the National Monetary Council, which is the
restated and amended Annex V to Resolution No. 1,289 of the National Monetary
Council, provides for the issuance of depositary receipts in foreign markets in
respect of shares of Brazilian issuers. The ADS program was approved under the
Annex V regulations by the Central Bank of Brazil and the Brazilian securities
commission prior to the issuance of the ADSs. Accordingly, the proceeds from
the sale of ADSs by ADR holders outside Brazil are free of Brazilian foreign
investment controls and holders of the ADSs will be entitled to favorable tax
treatment. See TaxationBrazilian Tax Considerations. According to
Resolution No. 2,689/00, foreign investments registered under Annex
V Regulations may be converted into the new investment system and
vice-versa, provided the conditions set forth by the Central Bank of Brazil and
by the Brazilian securities commission are complied with.

An electronic registration has been generated in the name of the
depositary with respect to the ADSs and is maintained by the custodian on
behalf of the depositary. This electronic registration is carried on through
the Central Bank of Brazils information system. Pursuant to the registration,
the custodian and the depositary are able to convert dividends and other
distributions with respect to our preferred shares represented by ADSs into
foreign currency and remit the proceeds outside Brazil. In the event that a
holder of ADSs exchanges such ADSs for preferred shares, such holder will be
entitled to continue to rely on the depositarys certificate of registration
for five business days after such exchange, following which such holder must
seek to obtain its own certificate of

66



---



##### Table of Contents



registration with the Central Bank of
Brazil. Thereafter, any holder of preferred shares may not be able to convert
into foreign currency and remit outside Brazil the proceeds from the
disposition of, or distributions with respect to, such preferred shares, unless
such holder qualifies under the Annex IV or the Resolution 2,689/00
regulations, or obtains its own certificate of registration. A holder that
obtains a certificate of registration will be subject to less favorable
Brazilian tax treatment than a holder of ADSs. See TaxationBrazilian Tax
Considerations. In addition, if the holder is a qualified investor under the
Annex IV regulations but resides in a jurisdiction which does not impose income
tax or where the income tax is imposed at a maximum rate of 20%, this holder
will be subject to a less favorable tax treatment than a holder of ADSs.

Under current Brazilian legislation, the federal government may impose
temporary restrictions on remittances of foreign capital abroad in the event of
a serious imbalance or an anticipated serious imbalance of Brazils balance of
payments. For approximately six months in 1989 and early 1990, the federal
government froze all dividend and capital repatriations held by the Central
Bank of Brazil that were owed to foreign equity investors, in order to conserve
Brazils foreign currency reserves. These amounts were subsequently released
in accordance with federal government directives. The imbalance in Brazils
balance of payments increased during 1999, and there can be no assurance that
the federal government will not impose similar restrictions on foreign
repatriations in the future.

Taxation

The following summary contains a description of the principal Brazilian
and U.S. federal income tax consequences of the acquisition, ownership and
disposition of Preferred Shares or ADSs, but it does not purport to be a
comprehensive description of all the tax considerations that may be relevant to
a decision to purchase Preferred Shares or ADSs. The summary is based upon the
tax laws of Brazil and regulations thereunder and on the tax laws of the United
States and regulations thereunder as in effect on the date hereof, which are
subject to change. Prospective purchasers of Preferred Shares or ADSs should
consult their own tax advisors as to the tax consequences of the acquisition,
ownership and disposition of Preferred Shares or ADSs.

Although there is at present no income tax treaty between Brazil and the
United States, the tax authorities of the two countries have had discussions
that may culminate in such a treaty. No assurance can be given, however, as to
whether or when a treaty will enter into force or how it will affect the U.S.
holders of Preferred Shares or ADSs. Prospective holders of Preferred Shares
or ADSs should consult their own tax advisors as to the tax consequences of the
acquisition, ownership and disposition of Preferred Shares or ADSs in their
particular circumstances.

Brazilian Tax Considerations

The following discussion summarizes the principal Brazilian tax
consequences of the acquisition, ownership and disposition of Preferred Shares
or ADSs by non-Brazilian holder. This discussion does not address all the
Brazilian tax considerations that may be applicable to any particular
non-Brazilian holder, and each non-Brazilian holder should consult its own tax
advisor about the Brazilian tax consequences of investing in Preferred Shares
or ADSs.

Taxation of Dividends

Dividends paid by the Holding Company in cash or in kind from profits of
periods beginning on or after January 1, 1996 (i) to the Depositary in respect
of Preferred Shares underlying ADSs or (ii) to a non-Brazilian holder in
respect of Preferred Shares will generally not be subject to Brazilian income
tax withholding.

Taxation of Gains

Gains realized outside Brazil by a non-Brazilian holder on the disposition
of ADSs or Preferred Shares to another non-Brazilian holder are not subject to
Brazilian tax.

Gains realized by non-Brazilian holders on dispositions of Preferred
Shares in Brazil or in transactions with Brazilian residents may be exempt from
Brazilian income tax, taxed at a rate of 20% or taxed at a rate of 15%,
depending on the circumstances. Gains on the disposition of Preferred Shares
obtained upon cancellation of ADSs

67



---



##### Table of Contents



are not subject to income tax in Brazil if
the disposition is made and the proceeds are remitted abroad within five
business days after cancellation, unless the investor is a resident of a
jurisdiction that, under Brazilian law, is deemed to be a tax haven (i.e.,a
country that does not impose any income tax or that imposes tax at a maximum
rate of less than 20%). Gains realized through transactions with Brazilian
residents or through transactions in Brazil off of the Brazilian stock
exchanges are subject to tax at a rate of 15%. Gains realized through
transactions on Brazilian stock exchanges are subject to tax at a rate of 20%,
unless the investor is entitled to tax exempt treatment for the transaction
under Resolution 2,689 of the National Monetary Council Regulations, described
immediately below.

Non-Brazilian holders of Preferred Shares registered under Resolution
2,689, which as of March 31, 2000 superseded the Annex IV Regulations, may be
subject to favorable tax treatment since the investor has (i) appointed a
representative in Brazil with power to take action relating to the investment
in Preferred Shares, (ii) registered as a foreign investor with the CVM and
(iii) registered its investment in Preferred Shares with the Central Bank.
Under Resolution 2,689 securities held by foreign investors must be maintained
under the custody of, or in deposit accounts with, financial institutions duly
authorized by the Central Bank and the CVM. In addition, securities trading is
restricted under Resolution 2,689 to transactions on Brazilian stock exchanges
or qualified over-the-counter markets. The preferential treatment afforded
under Resolution 2,689 and afforded to investors in ADSs is not available to
investors resident or domiciled in tax havens.

There can be no assurance that the current preferential treatment for
holders of ADSs and non-Brazilian holders of Preferred Shares under Resolution
2,689 will be maintained.

Gain on the disposition of Preferred Shares is measured by the difference
between the amount in Brazilian currency realized on the sale or exchange and
the acquisition cost of the shares sold, measured in Brazilian currency,
without any correction for inflation. The acquisition cost of shares
registered as an investment with the Central Bank is calculated on the basis of
the foreign currency amount registered with the Central Bank. See Exchange
Controls.

There is a possibility that gains realized by a non-Brazilian holder upon
the redemption of Preferred Shares will be treated as gains from the
disposition of such Preferred Shares to a Brazilian resident occurring off of a
stock exchange and will accordingly be subject to tax at a rate of 15%.

Any exercise of preemptive rights relating to the Preferred Shares or ADSs
will not be subject to Brazilian taxation. Gains on the sale or assignment of
preemptive rights relating to the Preferred Shares will be subject to the same
tax treatment applicable to a sale or disposition of Preferred Shares. The
deposit of Preferred Shares in exchange for the ADSs may be subject to
Brazilian income tax if the amount previously registered with the Central Bank
as a foreign investment in Preferred Shares is lower than (i) the average price
per Preferred Share on the Bovespa on the day of the deposit; or (ii) if no
Preferred Shares were sold on that day, the average price on the Bovespa during
the fifteen preceding trading sessions. In this case, the difference between
the amount previously registered and the average price of the Preferred Shares,
calculated as set forth above, shall be considered a capital gain subject to
income tax at a rate of 15% (unless the Preferred Shares were held in
accordance with Resolution 2,689, in which case the exchange would be
tax-free).

The withdrawal of Preferred Shares in exchange for ADSs is not subject to
Brazilian income tax. On receipt of the underlying Preferred Shares, a
non-Brazilian holder entitled to benefits under Resolution 2,689 will be
entitled to register the U.S. dollar value of such shares with the Central Bank
as described above in Exchange Controls. If such non-Brazilian holder does
not qualify under Resolution 2,689, it will be subject to the less favorable
tax treatment described above in respect of exchanges of Preferred Shares.

Distributions of Interest on Capital

A Brazilian corporation may make payments to its shareholders
characterized as interest on the corporations capital as an alternative form
of making dividend distributions. See Item 8. Financial InformationPolicy
on Dividend Distributions. The rate of interest may not be higher than the
TJLP as determined by the Central Bank from time to time (9.50% per annum for
the three-month period beginning April 2002). The total amount distributed as
interest on capital may not exceed, for tax purposes, the greater of (i) 50% of
net income (after the deduction of social contribution or net profits and
before the deduction of the corporate income tax deduction

68



---



##### Table of Contents



and before taking
such distribution into account) for the year in respect of which the payment is
made or (ii) 50% of retained earnings for the year prior to the year in respect
of which the payment is made. Payments of interest on capital are decided by
the shareholders on the basis of recommendations of the Holding Companys Board
of Directors.

Up to the limit mentioned above, distributions of interest on capital paid
to Brazilian and non-Brazilian holders of Preferred Shares, including payments
to the Depositary in respect of Preferred Shares underlying ADSs, are
deductible by the Holding Company for Brazilian tax purposes. Such payments
are subject to Brazilian income tax withholding at the rate of 15%, except for
payments to beneficiaries who are exempt from tax in Brazil, which are free of
Brazilian tax, and except for payments to beneficiaries situated in tax havens,
which payments are subject to withholding at a 25% rate.

No assurance can be given that the Board of Directors of the Holding
Company will not recommend that future distributions of profits will be made by
means of interest on capital instead of by means of dividends.

Amounts paid as interest on capital (net of applicable income tax
withholding) may be treated as payments in respect of the dividends the Holding
Company is obligated to distribute to its shareholders in accordance with its
Charter and the Brazilian Corporate Law. Distributions of interest on capital
in respect of the Preferred Shares, including distributions to the Depositary
in respect of Preferred Shares underlying ADSs, may be converted into U.S.
dollars and remitted outside of Brazil, subject to applicable exchange
controls.

Other Brazilian Taxes

There are no Brazilian inheritance, gift or succession taxes applicable to
the ownership, transfer or disposition of Preferred Shares or ADSs by a
non-Brazilian holder except for gift and inheritance taxes levied by some
States in Brazil on gifts made or inheritances bestowed by individuals or
entities not resident or domiciled in Brazil or in the relevant State to
individuals or entities that are resident or domiciled within such State in
Brazil. There are no Brazilian stamp, issue, registration, or similar taxes or
duties payable by holders of Preferred Shares or ADSs.

A financial transaction tax (the IOF) may be imposed on a variety of
transactions, including the conversion of Brazilian currency into foreign
currency (e.g.,for purposes of paying dividends and interest) or the
conversion of foreign currency into Brazilian currency. The IOF tax rate for
most of these transactions is currently 0%, but the Minister of Finance has the
legal power to increase the rate to a maximum of 25%. Any such increase will
be applicable only prospectively.

The IOF may also be levied on transactions involving bonds or securities
(IOF/Títulos) even if the transactions are effected on Brazilian stock,
futures or commodities exchanges. The rate of the IOF/Títulos with respect to
Preferred Shares and ADSs is currently 0%. The Minister of Finance, however,
has the legal power to increase the rate to a maximum of 1.5% per day.

In addition to such taxes, the temporary contribution on financial
transactions, or the CPMF tax, is currently levied at a rate of 0.38% on all
fund transfers in connection with financial transactions in Brazil. The
CPMF will be in effect until December 31, 2004. The current rate of 0.38%
will be maintained until December 31, 2003, changing to 0.08% for the
subsequent period. As of July 12, 2002, stock exchange transactions are
exempted from the CPMF tax.

U.S. Federal Income Tax Considerations

The statements regarding U.S. tax law set forth below are based on U.S.
law as in force on the date of this annual report, and changes to such law
subsequent to the date of this annual report may affect the tax consequences
described herein. This summary describes the principal tax consequences of the
ownership and disposition of Preferred Shares or ADSs, but it does not purport
to be a comprehensive description of all of the tax consequences that may be
relevant to a decision to hold or dispose of Preferred Shares or ADSs. This
summary applies only to purchasers of Preferred Shares or ADSs who will hold
the Preferred Shares or ADSs as capital assets and does not apply to special
classes of holders such as dealers in securities or currencies, holders whose
functional currency is not the U.S. dollar, holders of 10% or more of the
shares of the Holding Company (taking into account shares held

69



---



##### Table of Contents



directly or
through depositary arrangements), tax-exempt organizations, financial
institutions, holders liable for the alternative minimum tax, securities
traders who elect to account for their investment in Preferred Shares or ADSs
on a mark-to-market basis, and persons holding Preferred Shares or ADSs in a
hedging transaction or as part of a straddle or conversion transaction.

Each holder should consult such holders own tax advisor concerning the
overall tax consequences to it, including the consequences under laws other
than U.S. federal income tax laws, of an investment in Preferred Shares or
ADSs.

In this discussion, references to ADSs also refer to Preferred Shares, and
references to a U.S. holder are to a holder of an ADS (i) that is a citizen
or resident of the United States of America, (ii) that is a corporation
organized under the laws of the United States of America or any state thereof
or (iii) that is otherwise subject to U.S. federal income taxation on a net
basis with respect to the ADS.

For purposes of the U.S. Internal Revenue Code of 1986, as amended, (the
Code) holders of ADSs will be treated as owners of the Preferred Shares
represented by such ADSs.

Taxation of Distributions

A U.S. holder will recognize ordinary dividend income for U.S. federal
income tax purposes in an amount equal to the amount of any cash and the value
of any property distributed by the Holding Company as a dividend to the extent
that such distribution is paid out of the Holding Companys current or
accumulated earnings and profits, as determined for U.S. federal income tax
purposes, when such distribution is received by the Custodian, or by the U.S.
holder in the case of a holder of Preferred Shares. The amount of any
distribution will include the amount of Brazilian tax withheld on the amount
distributed, and the amount of a distribution paid in reaiswill be measured by
reference to the exchange rate for converting reaisinto U.S. dollars in effect
on the date the distribution is received by the Custodian, or by a U.S. holder
in the case of a holder of Preferred Shares. If the Custodian, or U.S. holder
in the case of a holder of Preferred Shares, does not convert such reaisinto
U.S. dollars on the date it receives them, it is possible that the U.S. holder
will recognize foreign currency loss or gain, which would be ordinary loss or
gain, when the reaisare converted into U.S. dollars. Under new rules
applicable to dividends received after 2002 and before 2009, an individual U.S.
holder generally will be subject to U.S. taxation at a maximum rate of 15%.
This reduced rate does not apply to dividends paid in respect of certain
short-term (less than 60 days) or hedged positions. You should consult your
own tax adviser regarding the implications of these new rules in light of your
particular circumstances. Dividends paid by the Holding Company will not be
eligible for the dividends received deduction allowed to corporations under the
Code.

Distributions out of earnings and profits with respect to the ADSs
generally will be treated as dividend income from sources outside of the United
States and generally will be treated separately along with other items of
passive (or, in the case of certain U.S. holders, financial services)
income for purposes of determining the credit for foreign income taxes allowed
under the Code. Subject to certain limitations, Brazilian income tax withheld
in connection with any distribution with respect to the ADSs may be claimed as
a credit against the U.S. federal income tax liability of a U.S. holder if such
U.S. holder elects for that year to credit all foreign income taxes.
Alternatively such Brazilian withholding tax may be taken as a deduction
against taxable income. Foreign tax
credits will not be allowed for withholding taxes imposed in respect of
certain short-term or hedged positions in securities and may not be allowed in
respect of arrangements in which a U.S. holders expected economic profit is
insubstantial. U.S. holders should consult their own tax advisors concerning
the implications of these rules in light of their particular circumstances.

Distributions of additional shares to holders with respect to their ADSs
that are made as part of a pro rata distribution to all shareholders of the
Holding Company generally will not be subject to U.S. federal income tax.

A holder of ADSs that is a foreign corporation or nonresident alien
individual (non-U.S. holder) generally will not be subject to U.S. federal
income tax or withholding tax on distributions with respect to ADSs that are
treated as dividend income for U.S. federal income tax purposes unless such
dividends are effectively connected with the conduct by the holder of a trade
or business in the United States.

70



---



##### Table of Contents



Taxation of Capital Gains

Upon the sale or other disposition of an ADS, a U.S. holder will generally
recognize gain or loss for U.S. federal income tax purposes. The amount of the
gain or loss will be equal to the difference between the amount realized in
consideration for the disposition of the ADS and the U.S. holders tax basis in
the ADS. Such gain or loss generally will be subject to U.S. federal income
tax and will be treated as capital gain or loss and will be long-term capital
gain or loss if the ADS has been held for more than one year. The net amount
of long-term capital gain recognized by an individual holder after May 5, 2003
and before January 1, 2009 generally is subject to taxation at a maximum rate
of 15 percent. The net long-term capital gain recognized by an individual
holder before May 6, 2003 or after December 31, 2008 generally is subject to
taxation at a maximum rate of 20%. Long-term capital gains recognized by an
individual holder generally are subject to reduced rates. Capital losses may
be deducted from taxable income, subject to certain limitations. Gain realized
by a U.S. holder on a sale or disposition of ADSs generally will be treated as
U.S. source income. Consequently, if Brazilian tax is imposed on such gain,
the U.S. holder will not be able to use the corresponding foreign tax credit,
unless the holder has other foreign source income of the appropriate type in
respect of which the credit may be used.

A non-U.S. holder will not be subject to U.S. federal income tax or
withholding tax on gain realized on the sale or other disposition of an ADS
unless (1) such gain is effectively connected with the conduct by the holder of
a trade or business in the United States, or (2) such holder is an individual
who is present in the United States of America for 183 days or more in the
taxable year of the sale and certain other conditions are met.

Backup Withholding and Information Reporting

Dividends paid on, and proceeds from the sale or other disposition of, the
ADSs or Preferred Shares to a U.S. holder generally may be subject to the
information reporting requirements of the Code and may be subject to backup
withholding unless the U.S. holder provides an accurate taxpayer identification
number or otherwise establishes an exemption. The amount of any backup
withholding collected from a payment to a U.S. holder will be allowed as a
credit against the U.S. holders U.S. federal income tax liability and may
entitle the U.S. holder to a refund, provided that certain required information
is furnished to the Internal Revenue Service.

A non-U.S. holder generally will be exempt from these information
reporting requirements and backup withholding tax, but may be required to
comply with certain certification and identification procedures in order to
establish its eligibility for such exemption.

Documents on Display

The documents concerning us which are referred to in this annual report
may generally be inspected at our headquarters in the city of Recife, PE,
Brazil.




ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in both foreign currency
exchange rates and interest rates. We are exposed to foreign exchange rate
risk principally because certain costs of ours are denominated in currencies
(primarily U.S. dollars) other than those in which we earn revenues
(primarily reais). Similarly, we are subject to market risk deriving from
changes in interest rates which may affect the cost of our financing. Prior to
April 1999, we did not use derivative instruments, such as foreign exchange
forward contracts, foreign currency options, interest rate swaps and forward
rate agreements, to manage these market risks. In April 1999, we began
entering into hedging agreements covering payments of principal on our U.S.
dollar denominated indebtedness. We also have entered into arrangements to
hedge market risk deriving from changes in interest rates for some of our debt
obligations. We do not hold or issue derivative or other financial instruments
for trading purposes.

Exchange Rate Risk

At December 31, 2002, we had principal outstanding in the amount of
R$190.1 million on indebtedness denominated in U.S. dollars (consisting of
R$13.4 million of equipment financing and R$176.7 million of working capital
loans), all of which was covered by hedging arrangements. See Notes 14(b),
14(c) and 25 to the Consolidated Financial Statements. Since we have hedged
our exchange rate risk with respect to our borrowings

71



---



##### Table of Contents



denominated in foreign
currency, we have limited our exchange rate exposure with respect to such
borrowings. Our foreign-exchange hedging agreements establish a fixed rate at
which we agree to purchase U.S. dollars at a future date to pay our U.S.
dollar-denominated principal payment obligations, which protect us from
devaluations of the realbut expose us to potential losses in the event the
U.S. dollar declines in value against the real.

We also remain exposed to market risk from changes in exchange rates and
their effect upon planned capital expenditures, a substantial portion of which
are denominated in U.S. dollars. With respect to planned capital expenditures
for 2003, the potential loss to us that would have resulted from a
hypothetical, instantaneous and unfavorable 25% change in the real-U.S. dollar
exchange rate as of December 31, 2002 would have been approximately R$25.0
million (assuming that we would have made capital expenditures as originally
planned, despite such unfavorable change in rates). In addition, if such a
change were to be experienced by us, our cost of financing would increase in
proportion to the change.

Interest Rate Risk

At December 31, 2002, R$337.7 million, or 100%, of our interest-bearing
liabilities bore interest at floating rates. Our floating-rate interest
obligations are primarily at CDI. We also have entered into hedging
arrangements under which we have undertaken fixed-rate obligations in place of
some of our floating rate obligations in order to reduce our exposure to
interest rate risk. Our cash and cash equivalents (R$414.4 million at December
31, 2002) are held in bank accounts, which also bear interest at CDI. Over a
one year period, the potential loss to us, before accounting for tax expenses
and minority interests, that would have resulted from a hypothetical,
instantaneous and unfavorable change of 100 basis points in interest rates
applicable to our financial assets and liabilities on December 31, 2002 would
have been R$4.0 million (assuming that such unfavorable 100 basis point
movement in interest rates uniformly applied to each homogenous category of
our financial assets and liabilities and that such movement in interest rates
were sustained over a period of one year). For purposes of this interest rate
risk sensitivity analysis, financial assets and liabilities denominated in the
same currency (e.g., U.S. dollars) are grouped in separate homogenous
categories. This interest rate risk sensitivity analysis may therefore
overstate the impact of interest rate fluctuations to us, as unfavorable
movements of all interest rates are unlikely to occur consistently among
different homogenous categories.




ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.




PART II




ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

We are party to certain credit agreements that contained covenants
restricting, among other things, (i) the ability of Telebrás to dispose of all
or a substantial part of its assets or to cease to control a company that was
an operating subsidiary of the Telebrás System and (ii) the ability of the
Federal Government to dispose of its
controlling interest in the Telebrás. The Breakup of Telebrás on May 22,
1998, the privatization of the New Holding Companies on July 29, 1998 and the
announced liquidation of Telebrás constituted events of default under such
credit agreements. During 2000, we renegotiated the terms of these credit
agreements in order to rectify these defaults. As a result, we have been in
compliance with our obligations under these credit agreements since 2000.




ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS

None.




ITEM 15. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, we carried out an
evaluation under the supervision and with the participation of our management,
including our President and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures. There are
inherent limitations to the effectiveness of any system of disclosure controls
and procedures, including the possibility of human error and the

72



---



##### Table of Contents



circumvention
or overriding of the controls and procedures. Accordingly, even effective
disclosure controls and procedures can only provide reasonable assurance of
achieving their control objectives. Based upon and as of the date of our
evaluation, our President and Chief Financial Officer concluded that the
disclosure controls and procedures are effective to provide reasonable
assurance that information required to be disclosed in the reports we file and
submit under the Exchange Act is recorded, processed, summarized and reported
as and when required.

Furthermore, there were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.




ITEM 16. CODE OF ETHICS

We have adopted a Code of Conduct and Transparency that applies to our
directors, officers, controlling shareholders and members of the Conselho
Fiscal in accordance with CVM rules satisfying the requirements of Brazilian
Law. Our Code of Conduct and Transparency does not address all of the
principles set forth by the Securities and Exchange Commission in Section 406
of the Sarbanes-Oxley Act. However, Brazilian Law no. 6.404 Article 156
specifies that an officer is prohibited from taking part in any corporate
transaction in which he has an interest that conflicts with the interests of
the company. This disqualification must be disclosed to the board. Moreover,
an officer may only contract with the company under reasonable and fair
conditions, conditions which are identical to those that prevail in the market
or under which the company would contract with third parties. Any business
which is contracted in violation of this article is voidable and requires the
offending officer to disgorge any benefits he received from such violation.




PART III




ITEM 17. FINANCIAL STATEMENTS

The Holding Company has responded to Item 18 in lieu of responding to this Item.




ITEM 18. FINANCIAL STATEMENTS

Reference is made to pages F-1 through F-62.

73



---



##### Table of Contents



| |  |                                                                                         
| |  | ----------------------------------------------------------------------------------------
| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. AND
SUBSIDIARIES                                    
| |  |                                                                                         
| |  | CONSOLIDATED FINANCIAL STATEMENTS                                                       
| |  |                                                                                         
| |  | For the Years Ended December 31, 2000, 2001 and
2002
with Report of Independent Auditors

F-1



---



##### Table of Contents



TELE CELULAR SUL PARTICIPAÇÕES S.A. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2000, 2001 and 2002

CONTENTS

|                                                           |  |  |      | 
|---------------------------------------------------------- |  |  | ---- | 
|Report Of Independent Auditors                             |  |  | F-1  | 
|Consolidated Balance Sheets                                |  |  | F-5  | 
|Consolidated Statements of Income                          |  |  | F-7  | 
|Consolidated Statements Of Changes In Shareholders Equity |  |  | F-8  | 
|Consolidated Statements Of Changes In Financial Position   |  |  | F-9  | 
|Notes to the Consolidated Financial Statements             |  |  | F-10 | 

F-2



---



##### Table of Contents



REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders of
Tele Celular Sul Participações S.A.

We have audited the accompanying consolidated balance sheets of Tele Celular
Sul Participações S.A.(the Company) and its subsidiaries as of December 31,
2002 and 2001, and the related consolidated statements of income, changes in
shareholders equity and changes in financial position for the years then
ended. These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Tele
Celular Sul Participações S.A. and its subsidiaries at December 31, 2002 and
2001, and the consolidated results of their operations and changes in financial
position for the years then ended in conformity with accounting principles
established under the Brazilian Corporate Law.

Accounting principles originating from the Brazilian Corporate Law vary in
certain significant respects from accounting principles generally accepted in
the United States of America. Application of accounting principles generally
accepted in the United States of America would have affected consolidated net
income for the years ended December 31, 2002 and 2001 and consolidated
shareholders equity at December 31, 2002 and 2001 to the extent summarized in
Note 31 to the consolidated financial statements.

Curitiba, Brazil
January 17, 2003, except for notes 20.d and 31.III.a, for which the date is February 28, 2003

(ERNST & YOUNG LOGO)
Auditores Independentes S.C.

Marcos Antonio Quintanilha
Partner

F-3



---



##### Table of Contents






Independent Auditors Report

The Board of Directors and Shareholders
Tele Nordeste Celular Participações S.A.
Recife, Pernambuco

We have audited the accompanying consolidated statements of income, changes in
financial position and changes in shareholders equity of Tele Nordeste Celular
Participações S.A. and subsidiaries for the year ended December 31, 2000. These
consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and
changes in financial position of Tele Nordeste Celular Participações S.A. and
subsidiaries for the year ended December 31, 2000 in conformity with generally
accepted accounting principles established under Brazilian Corporate Law.

Accounting principles established under Brazilian Corporate Law vary in certain
respects from generally accepted accounting principles in the United States of
America. Application of generally accepted accounting principles in the United
States of America would have affected results of operations and shareholders
equity as of and for the year ended December 31, 2000, to the extent summarized
in Note 26 to the consolidated financial statements.

February 2, 2001
Recife, Pernambuco



/s/ KPMG Auditores Independentes

F-4



---



##### Table of Contents



TELE CELULAR SUL PARTICIPAÇÕES S.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 2001 and 2002
(In thousands of Brazilian Reais)

|                   |                                              |  |              |         |      |  |           |         | 
|------------------ | -------------------------------------------- |  | ------------ | ------- | ---- |  | --------- | ------- | 
|                   |                                              |  | December 31,
|                   |                                              |  |             
|                   |                                              |  | 2001         |         | 2002
|                   |                                              |  |              |         |     
|Assets             |                                              |  |              |         |      |  |           |        
|Current assets     |                                              |  |              |         |      |  |           |        
|                   | Cash and cash equivalents                    |  |              | 5,462   |      |  |           | 11,147  | 
|                   | Marketable securities (note 4)               |  |              | 134,397 |      |  |           | 421,687 | 
|                   | Trade accounts receivable, net (note 5)      |  |              | 148,862 |      |  |           | 165,801 | 
|                   | Inventories (note 6)                         |  |              | 21,856  |      |  |           | 15,573  | 
|                   | Recoverable taxes (note 7)                   |  |              | 30,853  |      |  |           | 42,386  | 
|                   | Deferred taxes (note 8)                      |  |              | 22,344  |      |  |           | 44,590  | 
|                   | Other                                        |  |              | 12,423  |      |  |           | 4,607   | 
|                   |                                              |  |              |         |      |  |           |        
|                   |                                              |  | 376,197      |         |      |  | 705,791   |        
|                   |                                              |  |              |         |      |  |           |        
|Non current assets |                                              |  |              |         |      |  |           |        
|                   | Marketable securities                        |  |              |        |      |  |           | 7,705   | 
|                   | Recoverable taxes (note 7)                   |  |              | 5,268   |      |  |           | 4,667   | 
|                   | Deferred taxes (note 8)                      |  |              | 235,986 |      |  |           | 184,673 | 
|                   | Judicial deposits (note 10)                  |  |              | 10,908  |      |  |           | 11,148  | 
|                   | Other                                        |  |              | 1,889   |      |  |           | 774     | 
|                   |                                              |  |              |         |      |  |           |        
|                   |                                              |  | 254,051      |         |      |  | 208,967   |        
|                   |                                              |  |              |         |      |  |           |        
|Permanent assets   |                                              |  |              |         |      |  |           |        
|                   | Investments (note 11)                        |  |              | 28,707  |      |  |           | 24,320  | 
|                   | Property, plant and equipment, net (note 12) |  |              | 775,575 |      |  |           | 655,949 | 
|                   | Deferred charges (note 13)                   |  |              | 67,649  |      |  |           | 52,858  | 
|                   |                                              |  |              |         |      |  |           |        
|                   |                                              |  | 871,931      |         |      |  | 733,127   |        
|                   |                                              |  |              |         |      |  |           |        
|Total Assets       |                                              |  | 1,502,179    |         |      |  | 1,647,885 |        
|                   |                                              |  |              |         |      |  |           |        

F-5



---



##### Table of Contents



|                                           |                                                  |  |              |         |      |  |           |         | 
|------------------------------------------ | ------------------------------------------------ |  | ------------ | ------- | ---- |  | --------- | ------- | 
|                                           |                                                  |  | December 31,
|                                           |                                                  |  |             
|                                           |                                                  |  | 2001         |         | 2002
|                                           |                                                  |  |              |         |     
|Liabilities and shareholders equity       |                                                  |  |              |         |      |  |           |        
|Current liabilities                        |                                                  |  |              |         |      |  |           |        
|                                           | Trade accounts payable (note 14)                 |  |              | 63,389  |      |  |           | 123,677 | 
|                                           | Loans and financings (note 15)                   |  |              | 21,987  |      |  |           | 38,052  | 
|                                           | Debentures (note 16)                             |  |              | 8,860   |      |  |           | 210,114 | 
|                                           | Salaries and related charges (note 17)           |  |              | 13,083  |      |  |           | 14,115  | 
|                                           | Taxes and social contribution payable (note 18)  |  |              | 20,794  |      |  |           | 42,958  | 
|                                           | Interest on shareholders equity payable         |  |              | 26,636  |      |  |           | 17,697  | 
|                                           | Dividends payable                                |  |              | 2,184   |      |  |           | 12,489  | 
|                                           | Other liabilities                                |  |              | 14,548  |      |  |           | 24,968  | 
|                                           |                                                  |  |              |         |      |  |           |         | 
|                                           |                                                  |  | 171,481      |         |      |  | 484,070   |        
|                                           |                                                  |  |              |         |      |  |           |         | 
|Noncurrent liabilities                     |                                                  |  |              |         |      |  |           |        
|                                           | Loans and financings (note 15)                   |  |              | 103,539 |      |  |           | 72,919  | 
|                                           | Debentures (note 16)                             |  |              | 200,000 |      |  |           |        | 
|                                           | Taxes and social contributions payable (note 18) |  |              | 60,727  |      |  |           | 74,193  | 
|                                           | Accrual for pension plan (note 20)               |  |              | 2,239   |      |  |           | 2,833   | 
|                                           | Provision for contingencies (note 19)            |  |              | 6,095   |      |  |           | 8,951   | 
|                                           | Other                                            |  |              | 75      |      |  |           |        | 
|                                           |                                                  |  |              |         |      |  |           |         | 
|                                           |                                                  |  | 372,675      |         |      |  | 158,896   |        
|                                           |                                                  |  |              |         |      |  |           |         | 
|Minority interest                          |                                                  |  | 149,694      |         |      |  | 159,589   |        
|                                           |                                                  |  |              |         |      |  |           |         | 
|Shareholders equity (note 21)             |                                                  |  |              |         |      |  |           |        
|                                           | Capital                                          |  |              | 245,033 |      |  |           | 324,666 | 
|                                           | Capital reserve                                  |  |              | 195,695 |      |  |           | 178,062 | 
|                                           | Revenue reserves                                 |  |              | 367,601 |      |  |           | 342,602 | 
|                                           |                                                  |  |              |         |      |  |           |         | 
|                                           |                                                  |  | 808,329      |         |      |  | 845,330   |        
|                                           |                                                  |  |              |         |      |  |           |         | 
|Total Liabilities and Shareholders equity |                                                  |  | 1,502,179    |         |      |  | 1,647,885 |        
|                                           |                                                  |  |              |         |      |  |           |         | 

See accompanying notes.

F-6



---



##### Table of Contents



TELE CELULAR SUL PARTICIPAÇÕES S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 2000, 2001 and 2002
(In thousands of Brazilian Reais)

|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |          |  
|------------------------------------------------------------ | -------------------------------------------- |  | ------------------------ | -------- | ---- |  | --------- | -------- | - |  | --------- | -------- | -
|                                                             |                                              |  | Years ended December 31,
|                                                             |                                              |  |                         
|                                                             |                                              |  | 2000                     |          | 2001 |  | 2002     
|                                                             |                                              |  |                          |          |      |  |          
|Gross revenues (note 22)                                     |                                              |  | 926,082                  |          |      |  | 1,056,346 |          |   |  | 1,145,948 |         
|Deductions from gross revenues (note 22)                     |                                              |  | (209,195                 | )        |      |  | (264,917  | )        |   |  | (254,684  | )       
|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |         
|Net revenues (note 22)                                       |                                              |  | 716,887                  |          |      |  | 791,429   |          |   |  | 891,264   |         
|Cost of goods sold and services rendered (note 23)           |                                              |  | (364,468                 | )        |      |  | (406,033  | )        |   |  | (486,383  | )       
|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |         
|Gross profit                                                 |                                              |  | 352,419                  |          |      |  | 385,396   |          |   |  | 404,881   |         
|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |         
|Operating revenues (expenses)                                |                                              |  |                          |          |      |  |           |          |   |  |           |         
|                                                             | Selling (note 24)                            |  |                          | (201,150 | )    |  |           | (181,424 | ) |  |           | (185,446 | )
|                                                             | General and administrative (note 25)         |  |                          | (76,300  | )    |  |           | (71,909  | ) |  |           | (83,346  | )
|                                                             | Equity in loss of affiliated company         |  |                          |         |      |  |           | (1,888   | ) |  |           | (4,288   | )
|                                                             | Other operating expense, net (note 26)       |  |                          | (14,522  | )    |  |           | (15,584  | ) |  |           | (14,902  | )
|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |         
|                                                             |                                              |  | (291,972                 | )        |      |  | (270,805  | )        |   |  | (287,982  | )       
|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |         
|Operating income before financial results                    |                                              |  | 60,447                   |          |      |  | 114,591   |          |   |  | 116,899   |         
|Financing revenues (expenses)                                |                                              |  |                          |          |      |  |           |          |   |  |           |         
|                                                             | Interest income                              |  |                          | 17,463   |      |  |           | 45,278   |   |  |           | 121,310  |  
|                                                             | Interest expenses                            |  |                          | (62,619  | )    |  |           | (72,045  | ) |  |           | (103,535 | )
|                                                             | Foreign exchange losses, net                 |  |                          | (12,748  | )    |  |           | (17,638  | ) |  |           | (36,734  | )
|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |         
|                                                             |                                              |  | (57,904                  | )        |      |  | (44,405   | )        |   |  | (18,959   | )       
|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |         
|Operating income                                             |                                              |  | 2,543                    |          |      |  | 70,186    |          |   |  | 97,940    |         
|Non-operating income (expenses), net (note 27)               |                                              |  | 3,507                    |          |      |  | 10        |          |   |  | (127      | )       
|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |         
|Income before taxes                                          |                                              |  | 6,050                    |          |      |  | 70,196    |          |   |  | 97,813    |         
|                                                             | Income tax and social contribution (note 28) |  |                          | 6,320    |      |  |           | 672      |   |  |           | (19,473  | )
|                                                             | Minority interest                            |  |                          | 2,998    |      |  |           | (10,979  | ) |  |           | (12,566  | )
|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |         
|Net income for the year                                      |                                              |  | 15,368                   |          |      |  | 59,889    |          |   |  | 65,774    |         
|                                                             |                                              |  |                          |          |      |  |           |          |   |  |           |         
|Net income per thousands shares outstanding at year
end (R$) |                                              |  | 0.05                     |          |      |  | 0.18      |          |   |  | 0.19      |         
|Number of outstanding shares on December 31 (thousands)      |                                              |  | 334,399                  |          |      |  | 337,219   |          |   |  | 342,970   |         

See accompanying notes.

F-7



---



##### Table of Contents



TELE CELULAR SUL PARTICIPAÇÕES S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Years ended December 31, 2000, 2001 and 2002
(In thousands of Brazilian Reais)



|                                               |                                             |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |         |   |   | 
|---------------------------------------------- | ------------------------------------------- | ---------------- | --------- | ---- | ------- | - | ------- | ------- | --------------- | - | ---------------- | ----- | - | - | ---------- | ------- | - | - | 
|                                               |                                             |                  |           |      |         |   |         |         | Capital reserve |   | Revenue Reserves
|                                               |                                             |                  |           |      |         |   |         |         |                 |   |                 
|                                               |                                             |                  |           |      |         |   |         |         | Special         |   |                  |       |   |   |            |         |  
|                                               |                                             |                  |           |      |         |   |         |         | goodwill        |   |                  |       |   |   | Unrealized
|                                               |                                             |                  |           |      | Capital |   | reserve |         | Legal reserve   |   | profits reserve 
|                                               |                                             |                  |           |      |         |   |         |         |                 |   |                 
|Balances at December 31, 1999                  |                                             |                  | 175,872   |      |         |   |        |         |                 |   | 16,744           |       |   |   | 126,655    |        
|                                               |                                             |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |        
|                                               | . Partial reduction of capital              |                  |           | (100 | )       |   |         | 100     |                 |   |                  |      |   |   |            |        |  
|                                               | . Incorporation of parent company goodwill  |                  |           |     |         |   |         | 205,503 |                 |   |                  |      |   |   |            |        |  
|                                               | . Net income for the year                   |                  |           |     |         |   |         |        |                 |   |                  |      |   |   |            |        |  
|                                               | . Realization of unrealized profits reserve |                  |           |     |         |   |         |        |                 |   |                  |      |   |   |            | (32,427 | )
|                                               | Appropriation of net income for the year:   |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |         |  
|                                               | . Legal reserve                             |                  |           |     |         |   |         |        |                 |   |                  | 768   |   |   |            |        |  
|                                               | . Interest on shareholders equity          |                  |           |     |         |   |         |        |                 |   |                  |      |   |   |            |        |  
|                                               | . Dividends                                 |                  |           |     |         |   |         |        |                 |   |                  |      |   |   |            |        |  
|                                               |                                             |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |        
|Balances at December 31, 2000                  |                                             |                  | 175,772   |      |         |   | 205,603 |         |                 |   | 17,512           |       |   |   | 94,228     |        
|                                               |                                             |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |        
|                                               |                                             | Capital increase |           |      | 69,261  |   |         |         | (9,908          | ) |                  |       |  |   |            |         |  |  
|. Net income for the year                      |                                             |                  |          |      |         |   |        |         |                 |   |                 |       |   |   |           |        
|. Realization of unrealized profits reserve    |                                             |                  |          |      |         |   |        |         |                 |   |                 |       |   |   | (94,228    | )      
|. Special reserve for dividends                |                                             |                  |          |      |         |   |        |         |                 |   |                 |       |   |   |           |        
|. Profit reserve for expansion                 |                                             |                  |          |      |         |   |        |         |                 |   |                 |       |   |   |           |        
|                                               | Appropriation of net income for the year:   |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |         |  
|                                               | . Legal reserve                             |                  |           |     |         |   |         |        |                 |   |                  | 2,994 |   |   |            |        |  
|                                               | . Interest on shareholders equity          |                  |           |     |         |   |         |        |                 |   |                  |      |   |   |            |        |  
|                                               | . Dividends                                 |                  |           |     |         |   |         |        |                 |   |                  |      |   |   |            |        |  
|                                               |                                             |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |        
|Balances at December 31, 2001                  |                                             |                  | 245,033   |      |         |   | 195,695 |         |                 |   | 20,506           |       |   |   |           |        
|                                               |                                             |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |        
|. Capital increase                             |                                             |                  | 79,633    |      |         |   | (17,633 | )       |                 |   |                 |       |   |   |           |        
|. Net income for the year                      |                                             |                  |          |      |         |   |        |         |                 |   |                 |       |   |   |           |        
|. Realization of special reserve for dividends |                                             |                  |          |      |         |   |        |         |                 |   |                 |       |   |   |           |        
|. Profit reserve for expansion                 |                                             |                  |          |      |         |   |        |         |                 |   |                 |       |   |   |           |        
|                                               | Appropriation of net income for the year:   |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |         |  
|                                               | . Legal reserve                             |                  |           |     |         |   |         |        |                 |   |                  | 3,289 |   |   |            |        |  
|                                               | . Interest on shareholders equity          |                  |           |     |         |   |         |        |                 |   |                  |      |   |   |            |        |  
|                                               |                                             |                  | Dividends |      |         |  |         |         |                 |  |                  |       |   |  |            |         |   |  | 
|                                               |                                             |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |        
|Balances at December 31, 2002                  |                                             |                  | 324,666   |      |         |   | 178,062 |         |                 |   | 23,795           |       |   |   |           |        
|                                               |                                             |                  |           |      |         |   |         |         |                 |   |                  |       |   |   |            |        

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                               |                                             |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |         |        |   | 
|---------------------------------------------- | ------------------------------------------- | --------- | ------- | - | ---------------- |  | ----------- | - | -------- |  | -------- | ------- | ------ | - | ------- | ------- | ------ | - | 
|                                               |                                             |           |         |   | Revenue Reserves |  |             |   |          |  |          |         |       
|                                               |                                             |           |         |   |                  |  |             |   |          |  |          |         |       
|                                               |                                             |           |         |   | Special          |  | Income      |   |          |  |          |         |        |   |        
|                                               |                                             |           |         |   | reserve for      |  | reserve for |   | Retained |  |          |         |       
|                                               |                                             |           |         |   | dividends        |  | expansion   |   | earnings |  | Total   
|                                               |                                             |           |         |   |                  |  |             |   |          |  |         
|Balances at December 31, 1999                  |                                             |           |        |   |                  |  |            |   |          |  | 241,695  |         |        |   | 560,966 |        
|                                               |                                             |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |        
|                                               | . Partial reduction of capital              |           |         |  |                  |  |             |  |          |  |          |        |        |   |         |        |       
|                                               | . Incorporation of parent company goodwill  |           |         |  |                  |  |             |  |          |  |          |        |        |   |         | 205,503 |       
|                                               | . Net income for the year                   |           |         |  |                  |  |             |  |          |  |          | 15,368  |        |   |         | 15,368  |       
|                                               | . Realization of unrealized profits reserve |           |         |  |                  |  |             |  |          |  |          | 32,427  |        |   |         |        |       
|                                               | Appropriation of net income for the year:   |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |         |       
|                                               | . Legal reserve                             |           |         |  |                  |  |             |  |          |  |          | (768    | )      |   |         |        |       
|                                               | . Interest on shareholders equity          |           |         |  |                  |  |             |  |          |  |          | (2,515  | )      |   |         | (2,515  | )     
|                                               | . Dividends                                 |           |         |  |                  |  |             |  |          |  |          | (9,241  | )      |   |         | (9,241  | )     
|                                               |                                             |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |        
|Balances at December 31, 2000                  |                                             |           |        |   |                  |  |            |   |          |  | 276,966  |         |        |   | 770,081 |        
|                                               |                                             |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |        
|                                               | Capital increase                            |           |         |  |                  |  |             |  |          |  |          | (59,353 | )      |   |         |        |       
|. Net income for the year                      |                                             |           |        |   |                  |  |            |   |          |  | 59,889   |         |        |   | 59,889  |        
|. Realization of unrealized profits reserve    |                                             |           |        |   |                  |  |            |   |          |  | 94,228   |         |        |   |        |        
|. Special reserve for dividends                |                                             |           | 19,257  |   |                  |  |            |   |          |  | (19,257  | )       |        |   |        |        
|. Profit reserve for expansion                 |                                             |           |        |   |                  |  | 327,838     |   |          |  | (327,838 | )       |        |   |        |        
|                                               | Appropriation of net income for the year:   |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |         |       
|                                               | . Legal reserve                             |           |         |  |                  |  |             |  |          |  |          | (2,994  | )      |   |         |        |       
|                                               | . Interest on shareholders equity          |           |         |  |                  |  |             |  |          |  |          | (20,782 | )      |   |         | (20,782 | )     
|                                               | . Dividends                                 |           |         |  |                  |  |             |  |          |  |          | (859    | )      |   |         | (859    | )     
|                                               |                                             |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |        
|Balances at December 31, 2001                  |                                             |           | 19,257  |   |                  |  | 327,838     |   |          |  |         |         |        |   | 808,329 |        
|                                               |                                             |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |        
|. Capital increase                             |                                             |           |        |   |                  |  | (62,000     | ) |          |  |          |         |        |   |        |        
|. Net income for the year                      |                                             |           |        |   |                  |  |            |   |          |  | 65,774   |         |        |   | 65,774  |        
|. Realization of special reserve for dividends |                                             |           | (10,602 | ) |                  |  |            |   |          |  |          |         |        |   | (10,602 | )      
|. Profit reserve for expansion                 |                                             |           |        |   |                  |  | 44,314      |   |          |  | (44,314  | )       |        |   |        |        
|                                               | Appropriation of net income for the year:   |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |         |       
|                                               | . Legal reserve                             |           |         |  |                  |  |             |  |          |  |          | (3,289  | )      |   |         |        |       
|                                               | . Interest on shareholders equity          |           |         |  |                  |  |             |  |          |  |          | (17,000 | )      |   |         | (17,000 | )     
|                                               |                                             | Dividends |         |   |                 |  |             |   |         |  |          |         | (1,171 | ) |         |         | (1,171 | )
|                                               |                                             |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |        
|Balances at December 31, 2002                  |                                             |           | 8,655   |   |                  |  | 310,152     |   |          |  |         |         |        |   | 845,330 |        
|                                               |                                             |           |         |   |                  |  |             |   |          |  |          |         |        |   |         |        

See accompanying notes.

F-8



---



##### Table of Contents



TELE CELULAR SUL PARTICIPAÇÕES S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
Years ended December 31, 2000, 2001 and 2002
(In thousands of Brazilian Reais)

|                                                  |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |        |         |         | 
|------------------------------------------------- | ----------------------------------------------------- | ------------------------------ | ---------------------------------------------------------------------- | ------------------- | ------- | ------------------------ | ------- | ------ | ------- | ------- | ------- | ------- | ------ | ------- | ------- | 
|                                                  |                                                       |                                |                                                                        |                     |         | Years Ended December 31,
|                                                  |                                                       |                                |                                                                        |                     |         |                         
|                                                  |                                                       |                                |                                                                        |                     |         | 2000                     |         | 2001   |         | 2002   
|                                                  |                                                       |                                |                                                                        |                     |         |                          |         |        |         |        
|Financial resources were provided by:             |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |        
|Operations                                        |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |        
|                                                  | Net income for the year                               |                                |                                                                        | 15,368              |         |                          |         | 59,889 |         |         |         | 65,774  |       
|                                                  | Items not affecting working capital                   |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |       
|                                                  |                                                       |                                | Depreciation and amortization                                          |                     |         | 156,089                  |         |        |         | 181,950 |         |         |        | 201,763 |        
|                                                  |                                                       |                                | Exchange and monetary variations and interest on long-term liabilities |                     |         | 6,475                    |         |        |         | 12,519  |         |         |        | 12,992  |        
|                                                  |                                                       |                                | Provision (reversal of provision) for contingencies                    |                     |         | (2,003                   | )       |        |         | 4,578   |         |         |        | 2,858   |        
|                                                  |                                                       |                                | Equity in loss of affiliated company                                   |                     |         |                         |         |        |         | 1,888   |         |         |        | 4,288   |        
|                                                  |                                                       |                                | Net book value of property, plant and equipment sold                   |                     |         | 372                      |         |        |         | 883     |         |         |        | 2,171   |        
|                                                  |                                                       |                                | Pension plan contributions                                             |                     |         | 294                      |         |        |         | 65      |         |         |        | 594     |        
|                                                  |                                                       |                                | Minority interest                                                      |                     |         | (2,998                   | )       |        |         | 10,979  |         |         |        | 12,566  |        
|                                                  |                                                       |                                | Capital gain on acquisition of minority interest                       |                     |         | (2,130                   | )       |        |         |        |         |         |        |        |        
|                                                  |                                                       |                                | TIMNET non-consolidation effects                                       |                     |         |                         |         |        |         | (4,736  | )       |         |        |        |        
|                                                  |                                                       |                                | Other                                                                  |                     |         |                         |         |        |         |        |         |         |        | (753    | )      
|Third parties                                     |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |        
|                                                  | Increase of long-term liabilities                     |                                |                                                                        | 341,886             |         |                          |         | 23,436 |         |         |         | 18,343  |       
|                                                  | Transfer from long-term receivables to current assets |                                |                                                                        | 18,597              |         |                          |         | 19,093 |         |         |         | 49,524  |       
|                                                  |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |       
|Total resources provided                          |                                                       |                                | 531,950                                                                |                     |         |                          | 310,544 |        |         |         | 370,120 |        
|                                                  |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |       
|Financial resources were used for:                |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |        
|                                                  |                                                       | Deferred and recoverable taxes |                                                                        |                     | 32,814  |                          |         |        | 19,614  |         |         |         | 16,534 |        
|                                                  |                                                       | Judicial deposits              |                                                                        |                     | 902     |                          |         |        | 225     |         |         |         | 240    |        
|                                                  |                                                       | Marketable securities          |                                                                        |                     |        |                          |         |        |        |         |         |         | 7,705  |        
|                                                  |                                                       | Other                          |                                                                        |                     | 2,156   |                          |         |        | 1,168   |         |         |         | 242    |        
|                                                  | Permanent assets                                      |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |       
|                                                  |                                                       | Investments                    |                                                                        |                     |        |                          |         |        | 11,100  |         |         |         | 926    |        
|                                                  |                                                       | Property, plant and equipment  |                                                                        |                     | 180,524 |                          |         |        | 101,684 |         |         |         | 64,512 |        
|                                                  |                                                       | Deferred charges               |                                                                        |                     | 23,786  |                          |         |        | 45,615  |         |         |         | 3,227  |        
|                                                  | Dividends and interest on shareholders equity        |                                |                                                                        | 11,756              |         |                          |         | 21,641 |         |         |         | 28,773  |       
|                                                  | Transfer from long-term liabilities to current        |                                |                                                                        | 19,588              |         |                          |         | 17,818 |         |         |         | 248,566 |       
|                                                  |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |       
|Total resources used                              |                                                       |                                | 271,526                                                                |                     |         |                          | 218,865 |        |         |         | 370,725 |        
|                                                  |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |       
|Increase (decrease) in working capital            |                                                       |                                | 260,424                                                                |                     |         |                          | 91,679  |        |         |         | (605    | )      
|                                                  |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |       
|Changes in working capital                        |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |        
|Working capital at the end of the year:           |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |        
|                                                  |                                                       |                                |                                                                        | Current assets      |         |                          | 312,175 |        |         |         | 376,197 |         |        |         | 701,268 | 
|                                                  |                                                       |                                |                                                                        | Current liabilities |         |                          | 199,138 |        |         |         | 171,481 |         |        |         | 497,157 | 
|                                                  |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |       
|                                                  |                                                       |                                | 113,037                                                                |                     |         |                          | 204,716 |        |         |         | 204,111 |        
|Less working capital at the beginning of the year |                                                       |                                | (147,387                                                               | )                   |         |                          | 113,037 |        |         |         | 204,716 |        
|                                                  |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |       
|Increase (decrease) in working capital            |                                                       |                                | 260,424                                                                |                     |         |                          | 91,679  |        |         |         | (605    | )      
|                                                  |                                                       |                                |                                                                        |                     |         |                          |         |        |         |         |         |         |       

See accompanying notes.

F-9



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|1   |  | Operations and background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(a) |  | History                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | Tele Celular Sul Participações S.A. (the Company) was founded in accordance
with Article 189 of Law No. 9,472/97  General Telecommunications Law and based
on Decree No. 2546/98 as of April 14,1998, as a result of the spin-off of
Telecomunicações Brasileiras S.A. approved at the Shareholders Meeting held on
May 22, 1998.                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | The Company is a publicly traded company directly controlled by Bitel
Participações S.A., which has, as of December 31, 2002, 52.06% of the Companys
voting capital and 20.68% of the Companys total capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | Although the economic situation in Brazil has remained stable in recent years,
a return to higher levels of inflation and currency fluctuations could
adversely affect the Companys operations. The foreign exchange volatility of
the Brazilian Real (R$) in relation to the US Dollar affects the Companys
financial statements. The exchange rate of the Brazilian Real to the US Dollar
was R$1.9554:US$1.00, R$2.3204:US$1.00 and R$3.5333:US$1.00 at December 31,
2000, 2001 and 2002, respectively. At December 31, 2001 and 2002, the loans
based in US Dollar represented 17% and 13% of Companys total consolidated
debt, respectively.                          
|   
|(b) |  | Corporate restructuring plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    |  | When the parent company of Tele Celular Sul Participações S.A. (parent
company) acquired the participation in common shares of the Company as a
result of the privatization process, a higher price was paid in relation to the
book value of the Company, thus generating a goodwill. During the first quarter
of 2000, Tele Celular Sul Participações S.A. and the parent company began a
restructuring process in order to transfer the goodwill to the operating
subsidiaries in order to obtain the tax deductibility of the goodwill
amortization. The estimated tax benefit is approximately R$205,000. During
2002, the tax benefit was R$25,250 (R$25,270 in 2001).
|   
|    |  | As a first step of the restructuring process, the goodwill was transferred from
the parent company to Tele Celular Sul Participações S.A. in two phases,
including the creation of a new subsidiary by the parent company to where the
goodwill was transferred, and subsequently the merger of this new subsidiary
into Tele Celular Sul Participações S.A. This first step was concluded at April
28, 2000 with the approval by the shareholders through an Extraordinary
Shareholders Meeting.                                                                                                                                                                             
|   
|    |  | In the second step of the process, the Company spun off to the operating
subsidiaries their respective shares of the goodwill. This second step was
approved by the Extraordinary Shareholders General Meeting of each subsidiary
on June 30, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                           

F-10



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                   
|
| |  | A valuation allowance, denominated in the books as Provision for maintenance
of shareholders equity, was recorded by the subsidiaries in relation to the
goodwill. Accordingly, the remaining balances correspond to the tax benefit
arisen from the future amortization of goodwill.                                                                                                                                                                  
|
| |  | As of December 31, 2002 the remaining value of the resulting tax credit in
relation to both income taxes and social contribution tax on profits of the
subsidiaries was R$141,106 (R$166,358 in 2001). This is shown in the balance
sheet as part of deferred taxes (R$24,857 as current and R$116,249 as
noncurrent assets on December 31, 2002 and R$18,053 and R$148,305 on December
31, 2001, respectively).                                          
|
| |  | Under the terms of the reorganization, the resulting tax benefit reverts to the
benefit of the controlling shareholder that originated the goodwill without,
however, causing any negative effects on the Companys profitability or the
flow of dividends to its minority shareholders. The effect of the
reorganization on the balance sheet and income statement accounts as at
December 31, 2001 and 2002 and for the years then ended is shown below:

|                                                                     |  |          |          |          |  |  |          |  
|-------------------------------------------------------------------- |  | -------- | -------- | -------- |  |  | -------- | -
|Balance sheet effects:                                               |  |          |          |         
|                                                                     |  |          |          |          |  |  |          |  
|                                                                     |  | December |          | December
|                                                                     |  | 31, 2001 |          | 31, 2002
|Unamortized balance of goodwill                                      |  |          | 489,287  |          |  |  | 414,964  |  
|Provision for maintenance of shareholders equity                     |  |          | (322,929 | )        |  |  | (273,858 | )
|                                                                     |  |          |          |          |  |  |          |  
|Tax benefit balance presented under Deferred and
recoverable taxes |  |          | 166,358  |          |  |  | 141,106  |  
|                                                                     |  |          |          |          |  |  |          |  

|                          |  |      |         |      |  |  |         |  
|------------------------- |  | ---- | ------- | ---- |  |  | ------- | -
|Income statement effects: |  |      |         |     
|                          |  |      |         |      |  |  |         |  
|                          |  | 2001 |         | 2002
|                          |  |      |         |     
|Goodwill amortization     |  |      | (74,322 | )    |  |  | (74,322 | )
|Provision reversal        |  |      | 49,052  |      |  |  | 49,072  |  
|Tax credit balance        |  |      | 25,270  |      |  |  | 25,250  |  
|                          |  |      |         |      |  |  |         |  
|Net income effect         |  |      |        |      |  |  |        |  
|                          |  |      |         |      |  |  |         |  

F-11



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | The goodwill is being amortized over 10 years, starting in August 1998, at a
rate of 4% p.a. in the first two years with the balance being amortized
straight line over the remaining eight years. The provision for maintenance of
shareholders equity was established at an amount sufficient to reduce the
unamortized balance of the goodwill to the estimated value of the future tax
benefits that will be generated by its amortization in the subsidiaries. This
is also the amount necessary to ensure that there will be no reduction in the
amount of retained earnings available for the distribution of dividends on
account of the future amortization of the goodwill in excess of the related tax
benefit. The counter-entry to the initial recognition of the tax credit balance
is recognized directly in shareholders equity as a capital reserve. Also under
the terms of the restructuring, the effective tax benefit realized in each
fiscal year will subsequently be capitalized in the name of the controlling
shareholder, and minority shareholders are ensured the right to preference in
the acquisition of a proportional amount of new capital from the controlling
shareholder.
|   
|(c) |  | Company subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | In the corporate restructuring process described in item (d) below, the Company
maintained the ownership control of Telepar Celular S.A., acting in an
integrated way with its subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | The Company also has an ownership interest in the affiliated company TIMnet.com
S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | Except for TIMnet.com S.A., the direct and indirect subsidiaries are providers
of mobile telephone services in the Brazilian states of Paraná (except for the
cities of Londrina and Tamarana) and Santa Catarina, and in the cities of
Pelotas, Capão do Leão, Morro Redondo and Turuçu in the State of Rio Grande do
Sul. The Company provides such mobile telephone services under concession terms
granted by the Federal Government. These concessions will expire on September
3, 2007, September 30, 2008 and April 14, 2009 for Telepar Celular S.A., Telesc
Celular S.A. and CTMR Celular S.A., respectively. Those concessions may be
subsequently renewed for an additional period of 15 years by the granting
authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | Through November 30, 2002, the Company had ownership interests in Telesc
Celular S.A. and CTMR Celular S.A. As discussed in (d) below, the ownership
interests were transferred to Telepar Celular S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | TIMnet.com S.A. was founded on July 13, 2000, in order to provide Internet
access and related services to end users, including internet hosting, web
design, information technology and data processing services, information
technology and telecommunications consulting and technical support. At December
31, 2002 the Companys interest in TIMnet.com S.A. was 20% and is recorded as a
non-consolidated investment in an affiliated company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-12



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(d) |  | Corporate Reorganization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | On December 26, 2002, the Board of Directors approved the corporate
reorganization, which was previously approved by the Extraordinary General
Meeting held on November 19, 2002, in which all shares issued by Telesc Celular
S.A. and CTMR Celular S.A., which were previously owned by Tele Celular Sul
Participações S.A., were transferred to Telepar Celular S.A.                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | The corporate restructuring was performed in order to achieve the following,
among other reasons: i) operational integration between the subsidiaries, which
will allow the sharing of the knowledge of the businesses and consequent cost
reductions; ii) concentration of the shares of the subsidiaries in one public
company generating a benefit to all shareholders.                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | The restructuring process was performed through the exchange of Telesc Celular
S.A. and CTMR Celular S.A. shares for shares issued by Telepar Celular S.A.,
resulting in a capital increase on Telepar of R$578,959 as well as Telepars
ownership of Telesc and CTMR. Telesc and CTMR became subsidiaries of Telepar.
The new shares issued by Telepar, as a result of the capital increase, were
given to the shareholders of Telesc and CTMR.                                                                                                                                                                                                                                                                                  
|   
|(e) |  | Purchase of interest in Telesc Celular S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | On April 4, 2002, the Annual Shareholders Meeting of the subsidiary Telesc
Celular S.A. approved a capital increase in the benefit of the Company, related
to the tax benefit originated from the amortization of the deferred tax related
to the goodwill formed during the partial spin off the Company, in accordance
to the article 7, paragraph 1, of the Brazilian Securities and Exchange
Commission - CVM Instruction 319/99. The capital increase of R$17,633, was
represented by the issuance of 73,697,887 common shares without nominal value,
with 72,082,532 shares issued in favor of the Company and 1,615,355 shares
issued in favor of the minority shareholders based on their right of
preferential exercise.
|   
|(f) |  | Technological platform                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | The Company and its subsidiaries are developing studies to offer mobile phones
that operate in the GSM technology, in addition to the services currently
offered in the TDMA technology, increasing its services portfolio to clients.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-13



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|2  |  | Presentation of the financial statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|a) |  | Basis of preparation and disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | The consolidated financial statements were prepared in accordance with
accounting principles originating from Brazilian Corporate Law and in
conformity with accounting requirements and procedures established by the
Brazilian Securities Commission (CVM), and the related rules applicable to the
public telecommunication service concessionaires.                                                                                                                                                                                                                                                                   
|  
|   |  | Tele Celular Sul Participações S.A. is a publicly traded company and has
American Depositary Receipts traded on the New York Stock Exchange.
Consequently, the Company is subject to the rules of the United States Security
and Exchange Commission (SEC) and is also required to include in its financial
statements specific disclosures relating to the reconciliation between
shareholders equity and net income prepared in accordance with Brazilian
Corporate Law and shareholders equity and net income based on accounting
principles generally accepted in the United States of America (US GAAP). See
Note 31.
|  
|b) |  | Consolidated financial statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | The consolidated financial statements include the consolidated assets and
liabilities of the Company and its subsidiary, and the results of operations of
Telesc Celular S.A. and CTMR Celular S.A. for the years ended December 31, 2000
and 2001 and for the period from January 1, 2002, through November 30, 2002, as
well as, the results of operations of Telepar Celular S.A for the years ended
December 31 2000, 2001 and 2002.                                                                                                                                                                                  
|  
|   |  | Description of main consolidation procedures:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|     |  |                                                                                            
|---- |  | -------------------------------------------------------------------------------------------
|I.   |  | Elimination of assets and liabilities balances between the consolidated subsidiaries;      
|     |  |                                                                                            
|II.  |  | Elimination of investments, reserves and retained earnings of the subsidiaries;            
|     |  |                                                                                            
|III. |  | Elimination of revenues and expenses generated by transactions between the companies;      
|     |  |                                                                                            
|IV.  |  | Disclosure of the minority interest participation in the consolidated financial statements.

F-14



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                         
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated  
|
| |  | The Companys ownership percentage in the subsidiaries as of December 31, 2000,
2001, and 2002 was the following (% of total capital and voting capital):

|                     |                |  |              |       |      |  |      |       |   |  |  |       |  
|-------------------- | -------------- |  | ------------ | ----- | ---- |  | ---- | ----- | - |  |  | ----- | -
|                     |                |  | December 31,
|                     |                |  |             
|                     |                |  | 2000         |       | 2001 |  | 2002
|                     |                |  |              |       |      |  |     
|Telepar Celular S.A. |                |  |              |       |      |  |      |       |   |  |  |      
|                     | Total capital  |  |              | 73.57 | %    |  |      | 73.57 | % |  |  | 80.79 | %
|                     | Voting capital |  |              | 87.43 | %    |  |      | 87.43 | % |  |  | 90.19 | %
|Telesc Celular S.A.  |                |  |              |       |      |  |      |       |   |  |  |      
|                     | Total capital  |  |              | 82.92 | %    |  |      | 83.13 | % |  |  |      |  
|                     | Voting capital |  |              | 91.40 | %    |  |      | 91.62 | % |  |  |      |  
|CTMR Celular S.A.    |                |  |              |       |      |  |      |       |   |  |  |      
|                     | Total capital  |  |              | 78.55 | %    |  |      | 78.55 | % |  |  |      |  
|                     | Voting capital |  |              | 81.32 | %    |  |      | 81.32 | % |  |  |      |  



| |  | On April 2001 the Companys ownership percentage of TIMnet.com S.A. was reduced
from 50% to 33% and as of December 2002, the ownership percentage was further
reduced to 20%. Consequently, commencing January 1, 2001 the Company has been
accounting for its investments in TIMnet.com S.A. under the equity method of
accounting. Since the acquisition of the investment in July 13, 2000 and
through December 31, 2000, the Company had proportionally consolidated the
financial position and results of TIMnet.com S.A.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-15



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                        
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                 
|
| |  | Reclassification to the financial statements for the years ended December
31, 2000 and 2001                                                                             
|
| |  | Some reclassifications have been made to prior years amounts in order to
provide a better presentation and comparison with current year financial
statements as follows:

|                              |                                       |                                             |  |         |        |            |  |         |        |            |  |       |         |        |  |         |        | 
|----------------------------- | ------------------------------------- | ------------------------------------------- |  | ------- | ------ | ---------- |  | ------- | ------ | ---------- |  | ----- | ------- | ------ |  | ------- | ------ | 
|                              |                                       |                                             |  | 2000    |        | 2001      
|                              |                                       |                                             |  |         |        |           
|                              |                                       |                                             |  |         |        |            |  | Amount  |        |            |  |       |         | Amount
|                              |                                       |                                             |  | Current |        | originally |  | Current |        | originally
|                              |                                       |                                             |  | amount  |        | disclosed  |  | amount  |        | disclosed 
|                              |                                       |                                             |  |         |        |            |  |         |        |           
|Current
assets                |                                       |                                             |  |         |        |            |  |         |        |            |  |       |         |        |  |        
|                              | Cash and cash equivalents             |                                             |  |         |        |            |  |         |        |            |  |       |         |        |  |         |       
|                              | Reclassified to marketable securities |                                             |  |        |        |            |  |        |        |            |  | 5,462 |         |        |  | 139,859 |       
|                              | Marketable securities                 |                                             |  |         |        |            |  |         |        |            |  |       |         |        |  |         |       
|                              |                                       | Reclassified from cash and cash equivalents |  |         |       |            |  |         |       |            |  |       | 134,397 |        |  |         |       | 
|Operating revenues (expenses) |                                       |                                             |  |         |        |            |  |         |        |            |  |       |         |        |  |        
|                              | General and administrative expenses   |                                             |  |         |        |            |  |         |        |            |  |       |         |        |  |         |       
|                              |                                       | Reclassified employees bonus performance    |  |         | 76,300 |            |  |         | 74,038 |            |  |       | 71,909  |        |  |         | 67,780 | 

F-16



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                             
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                      
|   
|3   |  | Summary of significant accounting practices                                                                                                                                                                                                                                                                                                                  
|   
|    |  | These financial statements were prepared according to the accounting principles
originating from the Brazilian Corporate Law, and were translated from
Portuguese into English. Additionally, certain terminology was changed and
certain footnotes were complemented to better represent the reporting standards
prevailing in the United States of America.
|   
|    |  | The significant accounting practices adopted in the preparation of the
consolidated financial statements are consistent with those adopted in prior
periods.                                                                                                                                                                                                 
|   
|(a) |  | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | The Company considers all highly liquid investments with original maturities of
three months or less at the time of purchase to be cash equivalents.                                                                                                                                                                                                         
|   
|(b) |  | Marketable securities                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | Marketable securities represent temporary investments to be held up to the
maturity dates which are over one year, and are recorded at cost, as current
and long term assets, plus interest earned up to the balance sheet date.                                                                                                                             
|   
|(c) |  | Trade accounts receivable                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | Trade accounts receivable represent services and products billed to customers,
unbilled services rendered to customers, as well as amounts arising from the
use of the Companys telecommunications network by subscribers of other
telecommunications companies.                                                                                            
|   
|    |  | The allowance for doubtful accounts is recorded based on an analysis prepared
by management which considers the customer base profile, the aging of overdue
accounts and the overall economic environment. Management believes the
provision amount is sufficient to cover estimated losses of the receivables.                                              
|   
|(d) |  | Inventories                                                                                                                                                                                                                                                                                                                                                  
|   
|    |  | Inventories primarily include cellular handset equipment which is stated at
average acquisition cost net of the provisions for realization value
adjustment, whenever applicable.                                                                                                                                                                            

F-17



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(e) |  | Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | Represent the permanent investments in the affiliated company, which is
recorded based on equity method, and the goodwill originated on the acquisition
of additional shares in Telepar Celular S.A. The accounting practices adopted
by the affiliated company are consistent with those adopted by the Company.                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(f) |  | Property, plant and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |  | Property, plant and equipment is stated at acquisition and/or construction
cost, less accumulated depreciation calculated based on the straight-line
method at the rates shown in Note 12, which take into consideration the useful
lives of the assets. Expenditures for repairs and maintenance of existing
property, plant and equipment, which extend the useful lives of the related
assets, as well as the interest computed on debts that finance the construction
of property, plant and equipment, are capitalized and amortized over the
remaining useful life.                                                                                                                                             
|   
|    |  | Interest on loans to finance constructions in progress is added to their cost,
in accordance with CVM Resolution 193/96.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | The Companys management reviews property, plant and equipment for possible
impairment whenever events or changes in circumstances indicate that the
carrying value of an asset or group of assets may not be recoverable on the
basis of undiscounted future cash flows. The reviews are carried out at the
lowest level of asset groups to which management is able to attribute
identifiable future cash flows. The Company analyzes the net book value of the
underlying assets and adjusts it if the sum of the expected future cash flows
is less than the net book value. These reviews have not indicated the need to
recognize any impairment losses during the years ended December 31, 2000, 2001
and 2002.
|   
|(g) |  | Deferred charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    |  | Deferred charges represent expenses incurred in connection with the
implementation of data processing systems, net of accumulated amortization
calculated according to the straight-line method over five years. Such costs
represent direct developments costs associated with internal-use software,
including external direct costs of materials and services, and payroll costs
for employees devoting time to the software projects. Significant costs
incurred during the preliminary stage, as well as maintenance and training
costs, are expensed as incurred.                                                                                                                                               

F-18



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(h) |  | Interest attributed to shareholders equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | Brazilian corporations are permitted to pay interest on shareholders equity,
which is similar to the payment of dividends. The amount of interest is at the
Companys discretion and is deductible for income tax purposes. The Company has
elected to pay such interest to its shareholders with respect to the years
ended December 31, 2000, 2001 and 2002, and has accrued the amount due, net of
withholding tax, with a direct charge to shareholders equity. The distribution
of such interest to shareholders is subject to withholding for income tax at
the rate of 15%.                       
|   
|(i) |  | Income and social contribution taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | These taxes are calculated and recorded based on the tax rates prevailing on
the date of the consolidated financial statements. Deferred taxes are recorded
on timing differences and on income and social contribution tax loss
carryforwards, whenever applicable. Management expects that deferred tax assets
will be realized over the next four years. Under Brazilian tax legislation, tax
losses related to income tax and negative social contribution tax basis have no
expiration date and may be used to off-set taxable income in any given year up
to a maximum of 30% of such taxable income.
|   
|    |  | Based on the business plan for future years and on the corporate reorganization
implemented during 2002, as described in Note 1(d), management expects the
deferred tax assets recorded by the subsidiary Telepar Celular S.A. be realized
in 4 years.                                                                                                                                                                                                                                                                                                                                                     
|   
|(j) |  | Foreign currency transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | Transactions in foreign currency are recorded at the exchange rate at the date
of the transaction. Foreign currency denominated assets and liabilities are
translated into Brazilian Reais at the commercial selling exchange rate
reported by the Central Bank of Brazil at each balance sheet date. Exchange
gains and losses are recognized in the consolidated statement of income on a
current basis.                                                                                                                                                                                                 
|   
|(k) |  | Provision for contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | The provision for contingencies is recorded based on estimates made by
management taking into consideration the opinion of its in-house and external
legal counsel, and is considered sufficient to cover losses and risks
classified as probable.                                                                                                                                                                                                                                                                                                                                                         

F-19



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(l) |  | Provision for compensated absences                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    |  | Vacations and other employee benefits are recorded as they are earned by the
employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(m) |  | Revenue recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | Wireless services revenue primarily includes monthly recurring charges
(subscriptions), airtime (usage of telephone), and roaming charges. Wireless
services revenue is recognized based upon minutes of use processed and
contracted fees, net of credits and adjustments for services discounts.
Billings are recorded monthly and the revenues not billed between the billings
date and the end of the month are estimated and recognized in the month the
service was rendered Revenues from prepaid services are recognized when the
services are rendered to customers. Revenue and related expenses associated
with the sale of wireless handsets and accessories are recognized when the
products are delivered and accepted by the customer or distributor.
|   
|(n) |  | Financial income (expenses)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |  | Financial income consists of interest earned, exchange gains and gains from
financial investments. Financial expenses include interest expense, exchange
losses, and gain/losses on swaps contracts, which are recognized on an accrual
basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(o) |  | Research and development, and advertising costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | Research and development, and advertising costs are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(p) |  | Employees bonus performance premium                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | As the operating targets are met, the Company records a provision for
employees bonus performance premium, subjected to approval by the Annual
General Meeting of Shareholders. Such expenses are recorded as general and
administrative expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-20



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                    
|   
|(q) |  | Pension plan  actuarial gains and losses recognition                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    |  | The Company and its subsidiaries maintain pension and post-retirement benefits
plan for certain employees (see Notes 20 and 31.III.a).                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | Accounting standards established by Brazilian Corporate Law through December
31, 2000 required recognition as pension plan cost of the amounts of
contributions due in each period on an accrual basis.                                                                                                                                                                                                                                                                                    
|   
|    |  | During the year ended December 31, 2001, the Brazilian Securities and Exchange
Commission  CVM approved a new standard (CVM No.371) which modified the
accounting for pension and other post-retirement benefits. As allowed by the
CVM, the Company and its subsidiaries have elected to record the adjustments
related to its actuarial liabilities over a period of five years commencing in
2002. The effect of such accounting change was R$587 for the year ended
December 31, 2002.
|   
|    |  | The actuarial gains and losses related to the pension plans financed by the
Company have been recognized beginning 2002 based on the highest value between
10% of the present value of the actuarial liability and 10% of the fair value
of the plan assets.                                                                                                                                                                                                                               
|   
|(r) |  | Minority interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | The minority interest corresponds to the interest of the minority shareholders
in the subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(s) |  | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | The preparation of financial statements in accordance with accounting
principles under Brazilian Corporate Law requires management to use estimates
and assumptions concerning the amounts of recorded assets and liabilities and
the disclosures of contingent assets and liabilities at the balance sheet date,
as well as the estimation of revenues and expenses for the period. The actual
results may differ from those estimates.                                                   
|   
|(t) |  | Net income per thousand shares                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | These amounts are calculated based on the number of outstanding shares at the
balance sheet date. Thousands of shares are presented since the shares are
traded in thousand share lots.                                                                                                                                                                                                                                                                                                    

F-21



---



##### Table of Contents





|  |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
| 
|4 |  | Marketable securities                                                                                                                                  
| 
|  |  | The balance of marketable securities is comprised as follows:                                                                                          

|                     |  |      |         |      |  |  |         | 
|-------------------- |  | ---- | ------- | ---- |  |  | ------- | 
|                     |  | 2001 |         | 2002
|                     |  |      |         |     
|Banco do Brasil S.A. |  |      | 125,303 |      |  |  | 288,226 | 
|Bank Boston S.A.     |  |      | 2,997   |      |  |  | 24,119  | 
|Unibanco S.A.        |  |      |        |      |  |  | 26,842  | 
|Santander S.A.       |  |      |        |      |  |  | 10,332  | 
|Citibank S.A.        |  |      | 3,622   |      |  |  | 30,489  | 
|HSBC Bank            |  |      |        |      |  |  | 30,902  | 
|Banco Real S.A.      |  |      | 2,463   |      |  |  | 18,480  | 
|Banco Bradesco S.A.  |  |      | 12      |      |  |  | 2       | 
|                     |  |      |         |      |  |  |         | 
|                     |  |      | 134,397 |      |  |  | 429,392 | 
|                     |  |      |         |      |  |  |         | 
|Current              |  |      | 134,397 |      |  |  | 421,687 | 
|Noncurrent           |  |      |        |      |  |  | 7,705   | 



| |  | The investments consist of Federal Government securities and banking deposits
certificates (CDB), with due date between 2003 and 2005, with average interest
between 99.5% to 100% of the Interbank Deposit Certificate (CDI) rate.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-22



---



##### Table of Contents





|  |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
| 
|5 |  | Trade accounts receivable, net                                                                                                                         

|                                |  |      |         |      |  |  |         |  
|------------------------------- |  | ---- | ------- | ---- |  |  | ------- | -
|                                |  | 2001 |         | 2002
|                                |  |      |         |     
|Services billed                 |  |      | 32,289  |      |  |  | 35,040  |  
|Services unbilled               |  |      | 36,094  |      |  |  | 35,649  |  
|Use of network                  |  |      | 31,950  |      |  |  | 35,872  |  
|Sales of merchandise            |  |      | 55,381  |      |  |  | 65,773  |  
|                                |  |      |         |      |  |  |         |  
|                                |  |      | 155,714 |      |  |  | 172,334 |  
|Allowance for doubtful accounts |  |      | (6,852  | )    |  |  | (6,533  | )
|                                |  |      |         |      |  |  |         |  
|                                |  |      | 148,862 |      |  |  | 165,801 |  
|                                |  |      |         |      |  |  |         |  

|                               |  |      |         |      |  |  |         | 
|------------------------------ |  | ---- | ------- | ---- |  |  | ------- | 
|                               |  | 2001 |         | 2002
|                               |  |      |         |     
|Accounts receivable aging list |  |      |         |      |  |  |         | 
|Falling due                    |  |      | 131,036 |      |  |  | 147,773 | 
|Due up to 60 days              |  |      | 15,710  |      |  |  | 16,029  | 
|Due over 60 days               |  |      | 8,968   |      |  |  | 8,532   | 



| |  | Changes in the allowance for doubtful accounts were as follows:
| |  | ---------------------------------------------------------------

|                                    |  |      |         |      |  |      |         |   |  |  |         |  
|----------------------------------- |  | ---- | ------- | ---- |  | ---- | ------- | - |  |  | ------- | -
|                                    |  | 2000 |         | 2001 |  | 2002
|                                    |  |      |         |      |  |     
|Balance at beginning of year        |  |      | 21,065  |      |  |      | 12,733  |   |  |  | 6,852   |  
|Amounts charged to selling expenses |  |      | 59,051  |      |  |      | 18,335  |   |  |  | 30,761  |  
|Write-offs against the provision    |  |      | (67,383 | )    |  |      | (24,216 | ) |  |  | (31,080 | )
|                                    |  |      |         |      |  |      |         |   |  |  |         |  
|Balance at end of year              |  |      | 12,733  |      |  |      | 6,852   |   |  |  | 6,533   |  
|                                    |  |      |         |      |  |      |         |   |  |  |         |  

F-23



---



##### Table of Contents





|  |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
| 
|6 |  | Inventories                                                                                                                                            

|                                           |  |      |        |      |  |  |        |  
|------------------------------------------ |  | ---- | ------ | ---- |  |  | ------ | -
|                                           |  | 2001 |        | 2002
|                                           |  |      |        |     
|New handsets, accessories, cards and kits  |  |      | 21,094 |      |  |  | 15,726 |  
|Used handsets                              |  |      | 2,619  |      |  |  | 1,140  |  
|Provision for realization value adjustment |  |      | (1,857 | )    |  |  | (1,293 | )
|                                           |  |      |        |      |  |  |        |  
|                                           |  |      | 21,856 |      |  |  | 15,573 |  
|                                           |  |      |        |      |  |  |        |  



|7 |  | Recoverable taxes  current and noncurrent
|- |  | ------------------------------------------

|                  |                         |                                                     |        |        |       |      |        |        |        | 
|----------------- | ----------------------- | --------------------------------------------------- | ------ | ------ | ----- | ---- | ------ | ------ | ------ | 
|                  |                         |                                                     |        | 2001   |       | 2002
|                  |                         |                                                     |        |        |       |     
|Recoverable taxes |                         |                                                     |        |        |       |      |        |       
|                  | Income taxes            |                                                     |        |        |       |      |        |        |       
|                  |                         | Prepayments                                         |        |        | 4,600 |      |        |        | 16,392 | 
|                  |                         | Withholding tax on financial investments            |        |        | 5,817 |      |        |        | 6,694  | 
|                  |                         | Withholding tax on interest on shareholders equity |        |        | 4,621 |      |        |        | 856    | 
|                  | Social contribution tax |                                                     |        |        |       |      |        |        |       
|                  |                         | Prepayments                                         |        |        | 1,828 |      |        |        | 7,553  | 
|                  | State VAT (ICMS)        |                                                     |        | 19,255 |       |      |        | 15,558 |       
|                  |                         |                                                     |        |        |       |      |        |        |        | 
|                  |                         |                                                     | 36,121 |        |       |      | 47,053 |       
|                  |                         |                                                     |        |        |       |      |        |        |        | 
|Current           |                         |                                                     | 30,853 |        |       |      | 42,386 |       
|Noncurrent        |                         |                                                     | 5,268  |        |       |      | 4,667  |       

F-24



---



##### Table of Contents





|  |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
| 
|8 |  | Deferred taxes  current and noncurrent                                                                                                                

|               |                        |                                                        |         |        |         |      |         |        |         | 
|-------------- | ---------------------- | ------------------------------------------------------ | ------- | ------ | ------- | ---- | ------- | ------ | ------- | 
|               |                        |                                                        |         | 2001   |         | 2002
|               |                        |                                                        |         |        |         |     
|Deferred taxes |                        |                                                        |         |        |         |      |         |       
|               | Tax loss carryforwards |                                                        |         | 76,151 |         |      |         | 64,771 |        
|               | Timing differences     |                                                        |         |        |         |      |         |        |        
|               |                        | Exchange variations                                    |         |        | 6,456   |      |         |        | 7,413   | 
|               |                        | Allowance for bad debt                                 |         |        | 2,999   |      |         |        | 3,055   | 
|               |                        | Goodwill amortization                                  |         |        | 921     |      |         |        | 7,031   | 
|               |                        | Provision for contingencies                            |         |        | 2,070   |      |         |        | 3,043   | 
|               |                        | Employees bonus performance premium                    |         |        | 1,983   |      |         |        | 1,442   | 
|               |                        | Provision for pension plan                             |         |        | 761     |      |         |        | 963     | 
|               |                        | Provision for reduction to market value of inventories |         |        | 631     |      |         |        | 439     | 
|               |                        | Tax benefit related to goodwill paid on privatization  |         |        | 166,358 |      |         |        | 141,106 | 
|               |                        |                                                        |         |        |         |      |         |        |        
|               |                        |                                                        | 258,330 |        |         |      | 229,263 |       
|               |                        |                                                        |         |        |         |      |         |        |        
|Current        |                        |                                                        | 22,344  |        |         |      | 44,590  |       
|Long-term      |                        |                                                        | 235,986 |        |         |      | 184,673 |       



| |  | Tax benefit related to goodwill paid on privatization refers to the future tax
benefit arising from the restructuring plan (see Note 1.b).                                                                                                                                                                                                                             
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | At December 31, 2002, the Company and its subsidiary Telepar Celular S.A. had
consolidated operating loss carryforwards totaling R$190,618 and R$190,721 for
income tax and social contribution purposes, respectively. The loss
carryforwards have no expiration date and are available to offset up to 30% of
the Companies future taxable income in any given year.
|
| |  | Based on projections made by the Company, the deferred tax assets (long term)
will be realized as follows:                                                                                                                                                                                                                                                             

|     |  |      |         | 
|---- |  | ---- | ------- | 
|     |  | 2002
|     |  |     
|2004 |  |      | 57,403  | 
|2005 |  |      | 39,897  | 
|2006 |  |      | 41,866  | 
|2007 |  |      | 45,507  | 
|     |  |      |         | 
|     |  |      | 184,673 | 
|     |  |      |         | 

F-25



---



##### Table of Contents





|  |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                   
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                            
| 
|9 |  | Related party transactions                                                                                                                                                                                                                                                                         
| 
|  |  | The main transactions between the Company and subsidiaries, which have been
eliminated in these consolidated financial statements, are represented by
network use services and loans, and were carried out under agreed upon terms. A
summary with transactions with related parties is as follows:

|                                    |                    |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |        |  
|----------------------------------- | ------------------ |  | -------- | ---- | ------- |  | ---------- | ----- | ---------- |  | ------ | --- | ----- |  |  | ----- |  |  |  | ------ | - |  |  | ------ | -
|                                    |                    |  | Tele     |      |         |  |            |       | TIM        |  |        |     |       |  |  |       |  |  |  |        |  
|                                    |                    |  | Nordeste |      | Maxitel |  | Celular    |       |            |  |        |     |       |  |  |       |  |  | 
|                                    |                    |  | Partic.  |      | Celular |  | Centro Sul |       | TIM Brasil |  |        |     |       |  |  |       | 
|                                    |                    |  | S.A.     |      | S.A.    |  | S.A.       |       | S.A.       |  | TIMnet |     | Total
|                                    |                    |  |          |      |         |  |            |       |            |  |        |     |      
|Assets                              |                    |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |       
|                                    | Loans  Current    |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |        |  
|                                    | 2002               |  |          |     |         |  |            |      |            |  |        | 31  |       |  |  | 141   |  |  |  |       |   |  |  | 172    |  
|                                    | 2001               |  |          | 76   |         |  |            |      |            |  |        |    |       |  |  |      |  |  |  |       |   |  |  | 76     |  
|Other receivables                   |                    |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |       
|                                    | 2002               |  |          | 47   |         |  |            | 244   |            |  |        |    |       |  |  |      |  |  |  |       |   |  |  | 291    |  
|Liabilities                         |                    |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |       
|                                    | Loans              |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |        |  
|                                    | 2002               |  |          |     |         |  |            |      |            |  |        |    |       |  |  | 527   |  |  |  | 26     |   |  |  | 553    |  
|                                    | 2001               |  |          |     |         |  |            |      |            |  |        |    |       |  |  | 1,356 |  |  |  |       |   |  |  | 1,356  |  
|                                    | Other liabilities  |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |        |  
|                                    | 2002               |  |          | 54   |         |  |            | 51    |            |  |        |    |       |  |  |      |  |  |  | 162    |   |  |  | 267    |  
|                                    | 2001               |  |          |     |         |  |            |      |            |  |        |    |       |  |  |      |  |  |  | 2,020  |   |  |  | 2,020  |  
|Other information                   |                    |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |       
|                                    | Financing revenues |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |        |  
|                                    | 2002               |  |          |     |         |  |            |      |            |  |        | 137 |       |  |  | 10    |  |  |  |       |   |  |  | 147    |  
|                                    | 2001               |  |          |     |         |  |            | 1,324 |            |  |        | 164 |       |  |  | 45    |  |  |  |       |   |  |  | 1,533  |  
|                                    | Other revenues     |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |        |  
|                                    | 2002               |  |          | 606  |         |  |            | 355   |            |  |        |    |       |  |  |      |  |  |  |       |   |  |  | 961    |  
|Cost of services 
selling expenses |                    |  |          |      |         |  |            |       |            |  |        |     |       |  |  |       |  |  |  |        |   |  |  |       
|                                    | 2002               |  |          | (530 | )       |  |            | (435  | )          |  |        |    |       |  |  |      |  |  |  | (1,025 | ) |  |  | (1,990 | )
|                                    | 2001               |  |          |     |         |  |            |      |            |  |        |    |       |  |  |      |  |  |  | (1,542 | ) |  |  | (1,542 | )



| |  | The related party transactions were made using usual market conditions, and
mainly summarize loans to affiliates and subsidiaries, with annual interest
rates of 101.2% of the Brazilian Interbank rate.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-26



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                       
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                
|  
|10 |  | Judicial deposits                                                                                                                                                                                                                                                                                                                      
|  
|   |  | At December 31, 2002, the judicial deposits of R$11,148 (R$10,908 as of
December 31, 2001), represent mainly the lawsuit questioning the ICMS (VAT
State) Agreement 69/98. The Company, based on its legal advisors opinion,
believes that it will win this cause; therefore, it did not record a
contingency reserve for this amount.
|  
|11 |  | Investments                                                                                                                                                                                                                                                                                                                            

|            |                                                                      |  |        |        |      |  |        |        | 
|----------- | -------------------------------------------------------------------- |  | ------ | ------ | ---- |  | ------ | ------ | 
|            |                                                                      |  | 2001   |        | 2002
|            |                                                                      |  |        |        |     
|Investments |                                                                      |  |        |        |      |  |        |       
|            | Affiliated company                                                   |  |        | 13,712 |      |  |        | 10,179 | 
|            | Goodwill on acquisition of additional shares in
Telepar Celular S.A. |  |        | 14,585 |      |  |        | 12,806 | 
|            | Other                                                                |  |        | 410    |      |  |        | 1,335  | 
|            |                                                                      |  |        |        |      |  |        |        | 
|            |                                                                      |  | 28,707 |        |      |  | 24,320 |       
|            |                                                                      |  |        |        |      |  |        |        | 



| |  | Investment in affiliated company represents the participation of 20% in the
TIMNET.com S/A. capital and is summarized as follows:
| |  | ---------------------------------------------------------------------------------------------------------------------------------

|                                             |  |  |         |  
|-------------------------------------------- |  |  | ------- | -
|Ownership (%)                                |  |  | 20.0    | %
|Shareholders equity as of December 31,
2002 |  |  | 50,894  |  
|Loss for the
year                            |  |  | (21,441 | )
|Equity in loss                               |  |  | (4,288  | )
|Investment at December 31,
2002              |  |  | 10,179  |  

|                |  |      |        |  
|--------------- |  | ---- | ------ | -
|                |  | 2002
|                |  |     
|TIMNET.com      |  |      | 13,712 |  
|Opening balance |  |      | (4,288 | )
|Equity in loss  |  |      | 755    |  
|                |  |      |        |  
|Others          |  |      | 10,179 |  
|                |  |      |        |  

F-27



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                      
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002All amount in thousand of Brazilian Reais unless otherwise
indicated
|  
|12 |  | Property, plant and equipment                                                                                                                         

|                                                              |  |      |         |      |  |              |           |     |  |               |          |   |  |  |         |             |  |  |    | 
|------------------------------------------------------------- |  | ---- | ------- | ---- |  | ------------ | --------- | --- |  | ------------- | -------- | - |  |  | ------- | ----------- |  |  | -- | 
|                                                              |  | 2001 |         | 2002 |  |             
|                                                              |  |      |         |      |  | Estimated   
|                                                              |  |      |         |      |  |              |           |     |  | Accum.        |          |   |  |  |         | Depreciable
|                                                              |  | Net  |         | Cost |  | Depreciation |           | Net |  | Lives (years)
|                                                              |  |      |         |      |  |              |           |     |  |              
|Switching equipment                                           |  |      | 146,560 |      |  |              | 231,391   |     |  |               | (102,335 | ) |  |  | 129,056 |             |  |  | 7  | 
|Transmission equipment                                        |  |      | 462,403 |      |  |              | 825,456   |     |  |               | (459,956 | ) |  |  | 365,500 |             |  |  | 7  | 
|Terminals, energy equipment,
furniture, tools and
instruments |  |      | 45,996  |      |  |              | 80,956    |     |  |               | (42,978  | ) |  |  | 37,978  |             |  |  | 10 | 
|Leasehold improvements                                        |  |      | 6,668   |      |  |              | 12,717    |     |  |               | (8,147   | ) |  |  | 4,570   |             |  |  | 3  | 
|Towers, posts, support and
protection devices                 |  |      | 41,557  |      |  |              | 53,331    |     |  |               | (10,385  | ) |  |  | 42,946  |             |  |  | 25 | 
|Rights to use software and
computer equipment                 |  |      | 32,106  |      |  |              | 71,059    |     |  |               | (30,781  | ) |  |  | 40,278  |             |  |  | 5  | 
|Buildings                                                     |  |      | 17,879  |      |  |              | 26,882    |     |  |               | (10,352  | ) |  |  | 16,530  |             |  |  | 25 | 
|Vehicles                                                      |  |      | 807     |      |  |              | 2,447     |     |  |               | (1,863   | ) |  |  | 584     |             |  |  | 5  | 
|Land                                                          |  |      | 3,120   |      |  |              | 3,135     |     |  |               |         |   |  |  | 3,135   |             |  |  |   | 
|                                                              |  |      |         |      |  |              |           |     |  |               |          |   |  |  |         |             |  |  |    | 
|Assets and installations in use                               |  |      | 757,096 |      |  |              | 1,307,374 |     |  |               | (666,797 | ) |  |  | 640,577 |             |  |  |    | 
|Construction in progress                                      |  |      | 18,479  |      |  |              | 15,372    |     |  |               |         |   |  |  | 15,372  |             |  |  |    | 
|                                                              |  |      |         |      |  |              |           |     |  |               |          |   |  |  |         |             |  |  |    | 
|                                                              |  |      | 775,575 |      |  |              | 1,322,746 |     |  |               | (666,797 | ) |  |  | 655,949 |             |  |  |    | 
|                                                              |  |      |         |      |  |              |           |     |  |               |          |   |  |  |         |             |  |  |    | 



| |  | (a) Interest capitalization                                                                                                                                                                                                                                                                        
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | During the years ended December 31, 2000, 2001 and 2002, interest of R$14,680,
R$4,148, and R$646 respectively, was capitalized as part of the cost of
property, plant and equipment.                                                                                                              
|
| |  | (b) Leases                                                                                                                                                                                                                                                                                         
|
| |  | The Company leases equipment and facilities under many operating agreements
with different terms, which can be terminated without cost. The annual lease
expenses under those agreements were R$47,892, R$16,106, and R$16,675 for the
years ended December 31, 2000, 2001, and 2002, respectively.

F-28



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                    
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                             
|  
|   |  | (c) Recoverability of property, plant and equipment                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | As described in Note 1 (f), the Company and its subsidiaries plan the
implementation of the GSM technology in their networking, in addition to the
actual TDMA technology. The implementation studies of this new technology,
including investments plans, have not been completed. During 2002 and 2001, no
adjustment to the Companys assets was considered necessary, as a result of the
introduction of the new GSM technology.
|  
|13 |  | Deferred charges                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                                       |  |      |         |      |  |  |         |  
|------------------------------------------------------ |  | ---- | ------- | ---- |  |  | ------- | -
|                                                       |  | 2001 |         | 2002
|                                                       |  |      |         |     
|Software development costs                             |  |      | 88,478  |      |  |  | 91,704  |  
|Accumulated amortization of software development costs |  |      | (20,829 | )    |  |  | (38,846 | )
|                                                       |  |      |         |      |  |  |         |  
|                                                       |  |      | 67,649  |      |  |  | 52,858  |  
|                                                       |  |      |         |      |  |  |         |  



|14 |  | Accounts payable
|-- |  | ----------------

|                      |  |      |        |      |  |  |         | 
|--------------------- |  | ---- | ------ | ---- |  |  | ------- | 
|                      |  | 2001 |        | 2002
|                      |  |      |        |     
|Suppliers             |  |      | 52,244 |      |  |  | 110,186 | 
|Network usage service |  |      | 11,145 |      |  |  | 13,491  | 
|                      |  |      |        |      |  |  |         | 
|                      |  |      | 63,389 |      |  |  | 123,677 | 
|                      |  |      |        |      |  |  |         | 

F-29



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
|   
|15  |  | Loans and financing                                                                                                                                    
|   
|(a) |  | Composition                                                                                                                                            

|                        |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |               |        |                                                 |  |                   |       |               |  |             |        |  |  |             |   |  |  | 
|----------------------- |  | ---------- | -- | -------------- | ---- | --------------- | ----- | -------- | ------ | ---------- | ------- | ---------- | ------ | -------- | ------- | ------------- | ------ | ----------------------------------------------- |  | ----------------- | ----- | ------------- |  | ----------- | ------ |  |  | ----------- | - |  |  | 
|                        |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |               |        | Swap entered into to swap financial charges to:
|                        |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |               |        |                                                
|                        |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |               |        | December 31, 2001                               |  | December 31, 2002
|                        |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |               |        |                                                 |  |                  
|                        |  |            |    |                |      |                 |       |          |        | Balance as |         | Balance as |        |          |         |               |        |                                                 |  |                   |       |               |  |             |        |  |  |            
|                        |  | Currency   |    |                |      |                 |       | of       |        | of         |         |            |        |          |         | Interest rate |        |                                                 |  |                   |       | Interest rate
|                        |  | of denomi- |    | Interest       |      | December        |       | December |        | Notional   |         | swapped    |        | Notional |         | swapped      
|                        |  | nation     |    | rate (p.a%)    |      | 31, 2001        |       | 31, 2002 |        | amount     |         | (% p.a.)   |        | amount   |         | (% p.a.)     
|                        |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |              
|US dollars              |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |               |        |                                                 |  |                   |       |               |  |             |        |  |  |             |   |  |  | 
|Suppliers               |  | US$        |    | 6.61% to  7.3% |      |                 | 5,519 |          |        |            | 2,482   |            |        |          | 5,519   |               |        | 100% of CDI                                     |  |                   | 2,482 |               |  | 100% of CDI
|Eximbank                |  | US$        |    |                | 7.03 | %               |       |          | 54,312 |            |         |            | 39,134 |          |         |               | 54,312 |                                                 |  |                   | 20    | %             |  |             | 39,134 |  |  | 100% of CDI
|Brazilian reais         |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |               |        |                                                 |  |                   |       |               |  |             |        |  |  |             |   |  |  | 
|BNDES                   |  |            | R$ |                |      | TJLP plus 4%    |       |          | 49,928 |            |         |            | 49,993 |          |         |               |       |                                                 |  |                   |      |               |  |             |       |  |  |             |  | 
|BNDES                   |  |            | R$ |                |      | Umbndes plus 4% |       |          | 15,767 |            |         |            | 19,362 |          |         |               |       |                                                 |  |                   |      |               |  |             |       |  |  |             |  | 
|                        |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |               |        |                                                 |  |                   |       |               |  |             |        |  |  |             |   |  |  | 
|Total                   |  |            |    |                |      |                 |       |          |        |            | 125,526 |            |        |          | 110,971 |               |        |                                                 |  |                   |       |               |  |             |        |  |  |             |   |  |  | 
|Less current maturities |  |            |    |                |      |                 |       |          |        |            | (21,987 | )          |        |          | (38,052 | )             |        |                                                 |  |                   |       |               |  |             |        |  |  |             |   |  |  | 
|                        |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |               |        |                                                 |  |                   |       |               |  |             |        |  |  |             |   |  |  | 
|Long term               |  |            |    |                |      |                 |       |          |        |            | 103,539 |            |        |          | 72,919  |               |        |                                                 |  |                   |       |               |  |             |        |  |  |             |   |  |  | 
|                        |  |            |    |                |      |                 |       |          |        |            |         |            |        |          |         |               |        |                                                 |  |                   |       |               |  |             |        |  |  |             |   |  |  | 

|            |  |                                                                                                                                                                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|References:
|           
|TJLP        |  | - Taxa de Juros de Longo Prazo, a long-term interest rate reset quarterly by the Brazilian Central Bank. At the fourth
quarter ended December 31, 2002, the TJLP rate was 10.00% per annum (10.00% at the fourth quarter ended December 31,
2001).
|            |  |                                                                                                                                                                                                                                                    
|CDI         |  | - Interest rate on interbank certificates of deposit. During the year ended December 31, 2002 the annual average CDI
interest rate was 19.10% (17.29% in 2001).                                                                                    
|            |  |                                                                                                                                                                                                                                                    
|Umbndes     |  | - Monetary unit of BNDES, a unit indexed to a basket of currencies in which the BNDES
is funded. During the year ended December 31, 2002 the annual average Umbndes
interest rate was 25.43% (15.36% in 2001).                                     
|            |  |                                                                                                                                                                                                                                                    
|Eximbank    |  | - Export and Import Bank of the United States of America                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                    
|BNDES       |  | - Banco Nacional de Desenvolvimento Econômico and Social                                                                                                                                                                                           



|(b) |  | Maturities over one year
|--- |  | ------------------------

|     |  |      |        | 
|---- |  | ---- | ------ | 
|     |  | 2002
|     |  |     
|2004 |  |      | 37,704 | 
|2005 |  |      | 17,724 | 
|2006 |  |      | 17,108 | 
|2007 |  |      | 383    | 
|     |  |      |        | 
|     |  |      | 72,919 | 
|     |  |      |        | 

F-30



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                         
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                  
|   
|(c) |  | Covenants                                                                                                                                                                                                                                                                                                                                
|   
|    |  | The BNDES loans are subject to certain covenants covering EBITDA margin, debt
coverage, coverage of net financial expenses and indebtedness. The Company was
in compliance with all such restrictive clauses in 2001 and 2002.                                                                                                           
|   
|16  |  | Debentures                                                                                                                                                                                                                                                                                                                               
|   
|    |  | In October 2000, the subsidiary Telepar Celular S.A. issued 20,000
non-convertible debentures, due in 2003. The interest rate is equal to 102.7%
of the Brazilian Interbank Rate (CDI), payable semiannually. Telepar Celular
S.A. has complied with all covenants as of December 31, 2002. The debentures
are guaranteed by the Company.
|   
|    |  | The debenture issuance expenses of
R$1,670 were registered as Other Assets  Current Assets, and are being amortized over a period of 36 months, since the
debentures issuance date. At December 31, 2002 the balance registered in this
account was R$451 (R$993 at December 31, 2001).                                                 
|   
|17  |  | Salaries and related charges                                                                                                                                                                                                                                                                                                             

|                                    |  |      |        |      |  |  |        | 
|----------------------------------- |  | ---- | ------ | ---- |  |  | ------ | 
|                                    |  | 2001 |        | 2002
|                                    |  |      |        |     
|Salaries                            |  |      | 1,844  |      |  |  | 2,337  | 
|Social charges                      |  |      | 6,771  |      |  |  | 6,977  | 
|Other labor benefits                |  |      | 566    |      |  |  | 555    | 
|Employees bonus performance premium |  |      | 3,902  |      |  |  | 4,246  | 
|                                    |  |      |        |      |  |  |        | 
|                                    |  |      | 13,083 |      |  |  | 14,115 | 
|                                    |  |      |        |      |  |  |        | 

F-31



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
|  
|18 |  | Taxes and social contribution payable  current and noncurrent                                                                                         

|                             |  |      |        |      |  |  |         | 
|---------------------------- |  | ---- | ------ | ---- |  |  | ------- | 
|                             |  | 2001 |        | 2002
|                             |  |      |        |     
|Income tax                   |  |      | 10     |      |  |  | 747     | 
|Social contribution tax      |  |      | 48     |      |  |  | 74      | 
|ICMS (State value added tax) |  |      | 75,183 |      |  |  | 106,035 | 
|PIS (Federal sales tax)      |  |      | 825    |      |  |  | 1,928   | 
|COFINS (Federal sales taxes) |  |      | 3,804  |      |  |  | 6,659   | 
|Fistel fee                   |  |      | 1,003  |      |  |  | 1,085   | 
|FUST fee                     |  |      | 376    |      |  |  | 397     | 
|FUNTTEL fee                  |  |      | 188    |      |  |  | 199     | 
|Other                        |  |      | 84     |      |  |  | 27      | 
|                             |  |      |        |      |  |  |         | 
|                             |  |      | 81,521 |      |  |  | 117,151 | 
|                             |  |      |        |      |  |  |         | 
|Current                      |  |      | 20,794 |      |  |  | 42,958  | 
|Noncurrent                   |  |      | 60,727 |      |  |  | 74,193  | 



| |  | Maturity dates
| |  | --------------

|     |  |      |        | 
|---- |  | ---- | ------ | 
|     |  | 2002
|     |  |     
|2004 |  |      | 23,968 | 
|2005 |  |      | 29,773 | 
|2006 |  |      | 18,363 | 
|2007 |  |      | 2,089  | 
|     |  |      |        | 
|     |  |      | 74,193 | 
|     |  |      |        | 



| |  | The subsidiary Telepar Celular S.A. entered into an agreement with the Paraná
State to defer ICMS tax to be paid in 48 months after the respective generating
event, subject to interest based on UPF/PR index which in 2002 was 9.989% per
year (5.1204% in 2001). This benefit was granted by the State of Paraná through
the Programa Paraná Mais Emprego (Paraná Program for More Employment).
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-32



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
|  
|19 |  | Provision for contingencies                                                                                                                            
|  
|   |  | The composition of the provisions recorded under Liabilities is as follows:                                                                            

|      |  |      |       |      |  |  |       | 
|----- |  | ---- | ----- | ---- |  |  | ----- | 
|      |  | 2001 |       | 2002
|      |  |      |       |     
|Labor |  |      | 2,396 |      |  |  | 2,268 | 
|Tax   |  |      | 100   |      |  |  | 30    | 
|Civil |  |      | 3,599 |      |  |  | 6,653 | 
|      |  |      |       |      |  |  |       | 
|      |  |      | 6,095 |      |  |  | 8,951 | 
|      |  |      |       |      |  |  |       | 



| |  | No provisions are recorded for the lawsuits whose outcome is considered
favorable to the Company by the lawyers, including the lawsuit challenging the
ICMS tax (State VAT) as mentioned in Note 10 and below.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Labor claims                                                                                                                                                                                                  
|
| |  | The provision for labor claims represents managements estimate of probable
losses in relation to the various suits filed by former employees.                                                                
|
| |  | Civil claims                                                                                                                                                                                                  
|
| |  | The provision for civil claims represents claims filed by former customers in
connection with billing disputes.                                                                                               

F-33



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Potential litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Telecomunicações Brasileiras S.A.-Telebrás, Telecomunicações de Santa Catarina
S.A.-Telesc, Telecomunicações do Paraná S.A.-Telepar and Companhia Telefônica
Melhoramento e Resistência-CTMR, legal predecessors of the Company and of
Telesc Celular S.A., Telepar Celular S.A. and CTMR Celular S.A., respectively,
are defendants in a number of legal proceedings and subject to certain other
claims and contingencies. Liability for any claims arising out of acts
committed by Telesc, Telepar and CTMR prior to the effective date of the
spin-off of their assets and liabilities to Telesc Celular S.A., Telepar
Celular S.A. and CTMR Celular S.A. remains with their respective predecessors,
except for those liabilities for which specific accounting provisions have been
assigned to the cellular telecommunications companies at the spin-off. Any
claims against Telesc, Telepar and CTMR which are not met by them could result
in claims against Telesc Celular S.A., Telepar Celular S.A. and CTMR Celular
S.A., since they received assets that could have been used to settle those
claims had they not been spun off from their respective predecessors. Under the
terms of the breakup of Telebrás, liabilities for any claims arising out of the
acts committed by Telebrás prior to the effective date of the breakup remains
with Telebrás, except for labor and tax claims (in which case Telebrás and the
Company are jointly and severally liable) and any liabilities for which
specific accounting provisions have been assigned to the Company. Creditors of
Telebrás may challenge this allocation of liability. Management believes that
the chances of any claims materializing and having a material adverse financial
effect on the subsidiaries and/or the Company are remote and, therefore, no
provision was recorded as of December 31, 2001 and 2002.
|
| |  | Tax Claims  VAT State (ICMS) on Activation Fees and Other Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | On June 19, 1998 the Secretaries of the Treasury of each Brazilian state
approved an agreement (Agreement 69/98) to interpret the existing Brazilian tax
law to broaden the application of the ICMS tax, to cover not only
telecommunication services but also other services, including cellular
activation, which had not been previously subject to such tax. Pursuant to this
new interpretation of the tax law, the ICMS tax may be applied retroactively
for such services rendered over the last five years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-34



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | The Company and its subsidiaries believe that the attempt of the State
Treasuries to extend the scope of the ICMS tax to services which are
supplementary to basic telecommunications services is unlawful because: (i) the
state Secretaries acted beyond the scope of their authority; (ii) their
interpretation would subject certain services to taxation which are not
considered telecommunications services; and (iii) new taxes may not be applied
retroactively. Furthermore, the Company is of the opinion that Telesc, Telepar
and CTMR, legal predecessors of the Companies, would be liable for any payments
made in connection with any claim arising from the retroactive application of
the ICMS tax on activation fees for periods prior to 1998. No provision for
such taxes has been made in the accompanying consolidated financial statements
as the Company and the subsidiaries do not believe that it is probable that
such taxes will be payable for services during the last five years.
|  
|   |  | There can be no assurance that the Company will prevail in its position that
the new interpretation by the state Treasury Secretaries is unlawful. If ICMS
were applied retroactively to activation fees earned during the past five
years, it would give rise to a maximum liability estimated at R$24,409 as of
December 31, 2001. At December 31, 2002 the amount does not present a risk to
the Company since according to Brazilian legislation, after a period of five
years, the fiscal and accounting books of the companies cannot be assessed by
the tax authorities. If the ICMS were applied retroactively to activation fees
earned by the operating subsidiaries since its inception on January 5, 1998, it
could have a material negative impact on the financial condition of the Company
subsequent to January 5, 1998.                                                                                                                                                                          
|  
|20 |  | Pension plans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |  | As detailed below, the Company and its subsidiaries sponsor several defined
benefit pension and health-care plans. The Company and its subsidiaries
contributed to all the pension and health-care benefit plans, and recorded as
expenses the amounts of R$1,388, R$1,267 and R$1,459 in 2000, 2001, and 2002,
respectively. These plans were sponsored by all companies of the old Telebras
system (PBS-A-Sistel and PAMA-Sistel Plans).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-35



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(a) |  | PBS Tele Celular Sul and PAMA  Tele Celular Sul                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |  | Since January, 2000 the Company and its subsidiary sponsor a defined benefit
retirement pension plan  Plano PBS Tele Celular Sul, covering approximately
25% of the Company employees. In addition to supplementary pension payments,
the plan offers medical assistance (PAMA  Tele Celular Sul) to retirees and
their dependents, under a shared cost system. Contributions to the plans (PBS
Tele Celular Sul e PAMA) are determined based on actuarial studies prepared by
independent actuaries, in accordance with current Brazilian rules. The costing
method used is the capitalization method, and the sponsor contribution is equal
to 13.5% of the payroll of the employees covered by the plan, from which 12%
are marked for funding the PBS Tele Celular Sul plan. During 2002, the Company
recognized as expenses the amount of R$1,459.
|   
|(b) |  | PBS-A-SISTEL plan and PAMA-SISTEL plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | The Company, together with other companies of the former Telebrás System,
sponsors private pension and medical plans to retirees, managed by Fundação
Sistel de Seguridade Social  SISTEL. Up to December 1999, all companies
sponsoring Sistel-managed plans were jointly responsible for all plans then in
place. On December 28, 1999, the sponsors of Sistel-managed plans reached an
agreement to create individual company pension plans, maintaining joint
responsibility for only those employees who were participants as of January 31,
2000. This led to a proposal for a restatement of the Sistel By-Laws and
Regulations, which was approved by the Supplementary Pension Department on
January 13, 2000.                                                                                                                                 
|   
|    |  | The post-retirement health care benefits (PAMA-Sistel) and the social security
plan (PBS-A-Sistel) are multi-employer defined benefit plans. The contributions
of the Company and its subsidiaries are not segregated or restricted in the
plan accounts to identify the assets and obligations relating to the Companies.
The Company and its subsidiaries are also jointly liable for the total
liabilities of the plans.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(c) |  | PBT-Telepar plan and PAMEC-Telepar plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    |  | Telepar Celular S.A. also sponsors a defined benefit plan and a health care
plan to the retirees of its predecessor company (Telecomunicações do Paraná
S.A.), formerly sponsored by such predecessor company and that are managed by
SISTEL. As a consequence of the breakup of Telebras System, in May 1998,
Telepar Celular S.A. and Brasil Telecom Participações S.A. (the company that
received the fixed-line operations previously held by Telecomunicações do
Paraná S.A.) became a jointly sponsorship of a Defined Benefit Plan  PBT
(Plano de Benefício Telepar), the Supplementary Medical Plan (PAMEC) and the
Agreement for Management of Pension Payments to Retirees and Pensioners -
Telepar, because of the split-off from the Telebras System.                                                                                       

F-36



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                      
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                               
|   
|    |  | The costing method of the PBT plan is the capitalization method and the
contribution payable by the Company is equal to 10% of the payroll of the
participants.                                                                                                                                                                                                                       
|   
|    |  | The contributions to the PAMEC plan and Agreement for Management were fully
paid in July 1998, through a single funding payment.                                                                                                                                                                                                                                                      
|   
|(d) |  | TIMPREV                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | The Company sponsors a defined benefit pension plan to a group of employees
from the former Telebrás system that is managed by SISTEL, which resulted from
the legal provisions established at the time of privatization of that company
in July 1998, as described in items a, b and c above.                                                                                        
|   
|    |  | During 1999 and 2000, each sponsor of the plans managed by SISTEL began
creating their own individual retirement plans. The sponsors maintained the
joint plan only for those participants who had retired prior to January 31,
2000. During 2002, the Company began structuring a defined contribution plan.                                                                         
|   
|    |  | On November 13, 2002, through Notification 1,917 CGAJ/SPC, the Secretary of
Complementary Pension approved the new defined contribution pension plan,
TIMPREV, which provides new conditions for the granting and maintenance of
benefits, as well as the rights and obligations of the Plan Administration
Entity, the Sponsors, the Participants and their respective beneficiaries.
|   
|    |  | Migration to the new plan was optional for participants of the defined benefit
plan. The option to migrate could be exercised up to January 29, 2003.                                                                                                                                                                                                                                 
|   
|    |  | During 2002, the human resources department began taking steps to provide
employees information about the new plan, including information about the
differences between the defined benefit plan and TIMPREV.                                                                                                                                                                         
|   
|    |  | Under TIMPREV, the risk of the sponsor in relation to eventual actuarial
deficits decreases, due to the characteristics of a defined contribution plan.                                                                                                                                                                                                                               

F-37



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                   
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                            
|
| |  | Under TIMPREV, the normal contribution of the sponsor corresponds to 100% of
the basic contribution of the participant, while the administrator of TIMPREV
will assure, as per the terms and conditions of the approved regulations, the
benefits listed below, not assuming the responsibility for granting any other
benefit even if the official social security grants it to its beneficiaries:



| |  |  | Regular retirement pension    
| | - |  | ------------------------------
|
| |  |  | Anticipated retirement pension
|
| |  |  | Disability pension            
|
| |  |  | Deferred proportional benefit 
|
| |  |  | Death pension                 



|    |  | The effects of TIMPREV, which became effective as of February 2, 2003 are
described in note 31.III.a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(e) |  | Supplementary pension                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | As successor in the partial
spin-off of Telecomunicações do Paraná S.A.  TELEPAR, the Company sponsors the supplementary pension plan established in
1970 under a Collective Agreement ratified by the Atypical Contractual
Relationship Agreement entered into by the Company and labor unions
representing the then existing professional categories.                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | The agreement encompasses 86 employees hired before December 31, 1982, who are
entitled to additional retirement benefits, only if they retire after having
worked for the minimum time required for retirement (30 years for men and 25
years for women).                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |  | In June 1998, after the breakup of Telebrás, the Company and its subsidiary
Telepar Celular S.A. opted for the extinction of this additional pension plan.
As a consequence of the extinction of the plan, the Company and Telepar Celular
S.A. allowed its participants to receive a payment in cash for the accumulated
benefits or to transfer them to the PBS-A-Sistel plan. Most participating
employees opted for the cash payment, which resulted in a disbursement of
nearly R$7,000 in 1998. The remaining provisioned amount of R$2,310, on
December 31, 2002 (R$2,239 in 2001) will be used to cover the benefits of those
employees who have not opted yet (4 employees on December 31, 2001 and 2002).

F-38



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                             
|   
|21  |  | Shareholders equity                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(a) |  | Capital                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | The Company is authorized to increase its capital, through approval by a
shareholders meeting, so as not to exceed 700 billion common or preferred
shares, without the need to maintain the proportion between the shares, but
keeping the legal limit of 2/3 (two thirds) for issuing preferred shares
without voting rights.                                                                                                                     
|   
|    |  | The limit to increase the Companys capital may be modified with the approval
of an Extraordinary General Meeting if and when the capital has been fully
utilized or when the difference between such limit and the subscribed capital
is not sufficient to guarantee the capitalization plan for the year.                                                                                                                                         
|   
|    |  | On April 16, 2002, the shareholders meeting approved a capital increase of
R$17,633, through the issuance of 2,169,230,189 common shares and 3,582,108,751
preferred shares with no par value to Bitel Participações S.A. This capital
increase was made using the tax benefit from the goodwill amortization due to
the partial spin-off of Tele Celular Sul Participações S.A., as permitted by
CVM Instruction No.319/99, Article 7, Paragraph 1.
|   
|    |  | The subscription price per 1,000 shares was R$2.82 for the common shares and
R$3.21 for the preferred shares.                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | During 2002, the shareholders approved a capital increase. As permitted by
Brazilian Corporate law, the capital increase was accomplished by transferring
amounts from retained earnings and legal reserve accounts, totaling R$62,000.
No capital shares were issued.                                                                                                                                                                              
|   
|    |  | The subscribed and paid-in capital at December 31, 2002 is represented by
shares with no par value, as follows:                                                                                                                                                                                                                                                                                                                                     

|                                 |  |        |         |           |  |       |         |  |  |  |         | 
|-------------------------------- |  | ------ | ------- | --------- |  | ----- | ------- |  |  |  | ------- | 
|                                 |  | Common |         | Preferred |  | Total
|                                 |  |        |         |           |  |      
|Quantity (in millions of shares) |  |        | 129,358 |           |  |       | 213,612 |  |  |  | 342,970 | 
|Amount (R$)                      |  |        | 122,454 |           |  |       | 202,212 |  |  |  | 324,666 | 

F-39



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | The preferred shares are non-voting except under limited circumstances and are
entitled to a preferential, noncumulative, 6% dividend based upon their nominal
capital value and to priority over the common shares in the case of
liquidation. Under the Brazilian Corporation Law, the number of non-voting
shares or shares with limited voting rights, such as the preferred shares, may
not exceed two-thirds of the total number of shares.                                                                                                                                                                                                
|   
|    |  | In the Extraordinary Shareholders Meeting of December 20, 2002, the Company
bylaws were amended to adapt them to the New Corporation Law, including the
first paragraph of article 10, which assures holders of preferred shares,
annually, the right to receive dividend per share corresponding to 3% of net
equity per share as per the latest approved balance sheet, whenever the
established dividend in accordance with this criterion is higher than the
dividend calculated in accordance with the prior criterion, described in the
preceding paragraph.                                                                               
|   
|(b) |  | Capital reserve                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    |  | This reserve was generated by the corporate restructuring process implemented
during 2000, mentioned in Note 1-b. At the end of each fiscal year, a portion
of this reserve which corresponds to the tax benefit for the year can be
capitalized in favor of the majority shareholder with the issuing of new
shares. The respective capital increase should respect the preference of the
minority shareholders in the proportion of its participation, by type and class
of shares at the time of issuance. The amounts paid for exercising this right
will be paid to the majority shareholder, in accordance with the Instruction
CVM 319/99.
|   
|(c) |  | Legal reserve                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | Brazilian companies are required to appropriate 5% of their annual net income
to a legal reserve until that reserve equals 20% of paid-up share capital, or
30% of nominal paid-up share capital plus capital reserves; thereafter,
appropriations to this reserve are not compulsory. This reserve can only be
used to increase capital or offset accumulated losses.                                                                                                                                                                                                                                                                           
|   
|(d) |  | Unrealized profits reserve                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | This reserve was constituted due to the spin-off of TELEBRÁS and represents
profits recorded and not realized in cash. It was transferred to Tele Celular
Sul Participações S.A. offsetting its investment in subsidiary companies. The
Company is fully realizing this reserve in 2001.                                                                                                                                                                                                                                                                                                                                                         

F-40



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                        
|   
|(e) |  | Dividends                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    |  | The dividends are being calculated in accordance with the Companys by Laws and
with Brazilian Corporate Law. According to the Companys by Laws, the Company
should distribute as minimum dividends at each fiscal year ending December
31,considering there are available funds for distribution, a total amount
equivalent to 25% of the adjusted net income (as described below)                           
|   
|    |  | For the purposes of the Brazilian Corporation Law, and in accordance with Tele
Celular Sul Participações S.A.s By-Laws, adjusted net income is an amount
equal to the net profit adjusted to reflect allocations to or from: (i) the
statutory and legal reserves, (ii) a contingency reserve for probable losses,
if applicable, (iii) profit reserve for expansion, and iv) unrealized profit
for reserve.
|   
|    |  | Statutory minimum dividends at December 31, 2001 and 2002 were calculated as
follows:                                                                                                                                                                                                                                                                                                                          

|                                                                                         |  |                  |         |      |        |      |        |   |        | 
|---------------------------------------------------------------------------------------- |  | ---------------- | ------- | ---- | ------ | ---- | ------ | - | ------ | 
|                                                                                         |  |                  |         | 2001 |        | 2002
|                                                                                         |  |                  |         |      |        |     
|Net income for the year                                                                  |  |                  | 59,889  |      |        |      | 65,774 |  
|(-) Constitution of legal reserve                                                        |  |                  | (2,994  | )    |        |      | (3,289 | )
|(+) Realization of the unearned income reserve                                           |  |                  | 94,228  |      |        |      |       |  
|                                                                                         |  |                  |         |      |        |      |        |  
|Basis for computation of mandatory dividends                                             |  |                  | 151,123 |      |        |      | 62,485 |  
|Mandatory dividends (25%)                                                                |  |                  | 37,781  |      |        |      | 15,621 |  
|                                                                                         |  |                  |         |      |        |      |        |  
|Interest on shareholders equity                                                         |  |                  | 17,665  |      |        |      | 14,450 |  
|Complementary dividends                                                                  |  |                  | 20,116  |      |        |      | 1,171  |  
|Realization (transfer to special reserve for dividends) of special
reserve for dividends |  |                  | (19,257 | )    |        |      | 10,602 |  
|                                                                                         |  |                  |         |      |        |      |        |  
|Final proposed dividends                                                                 |  |                  | 18,524  |      |        |      | 26,223 |  
|                                                                                         |  |                  |         |      |        |      |        |  
|                                                                                         |  | Common shares    |         |      | 6,987  |      |        |   | 9,891  | 
|                                                                                         |  | Preferred shares |         |      | 11,537 |      |        |   | 16,332 | 
|Dividends and Interest on shareholders equity per thousand shares (reais)               |  |                  |         |      |        |      |        |  
|                                                                                         |  | Common shares    |         |      | 0.0549 |      |        |   | 0.0765 | 
|                                                                                         |  | Preferred shares |         |      | 0.0549 |      |        |   | 0.0765 | 

F-41



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                    
|   
|    |  | The payable balances of dividends and interest on shareholders equity (Law No.
9,249/95) will be updated based on the Reference Rate (TR) starting as of
year-end to the date fixed for its payment.                                                                    
|   
|(f) |  | Interest on shareholders equity                                                                                                                                                                                                                                           
|   
|    |  | As suggested by management, at December 31, 2001 and 2002, interest on
shareholders equity, fully added to the dividends, was recorded in accordance
with Law No. 9,249/95, Article 9. This amount was recorded net of income tax
after the shareholders meeting approval.
|   
|    |  | The amount is shown as follows:                                                                                                                                                                                                                                            

|                                 |  |      |        |      |  |  |        |  
|-------------------------------- |  | ---- | ------ | ---- |  |  | ------ | -
|                                 |  | 2001 |        | 2002
|                                 |  |      |        |     
|Interest on shareholders equity |  |      |        |      |  |  |        |  
|Common shares                    |  |      | 12,944 |      |  |  | 6,412  |  
|Preferred shares                 |  |      | 7,838  |      |  |  | 10,588 |  
|Withholding tax                  |  |      | (3,117 | )    |  |  | (2,550 | )
|                                 |  |      |        |      |  |  |        |  
|                                 |  |      |        |      |  |  |        |  
|Net amount                       |  |      | 17,665 |      |  |  | 14,450 |  
|                                 |  |      |        |      |  |  |        |  



|(g) |  | Special reserve for dividends                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | During 2001, the Shareholders Meeting approved the proposal made by management
for the formation of a reserve for dividends payable in the amount of R$19,527,
referring to the portion of dividends declared based on the balance sheet at
December 31, 2001, with the objective of preserving the economic and financial
equilibrium of the Company and concurrently satisfying the needs of relevant
investments to meet demand.
|   
|    |  | During 2002, management is proposing Ad referendum of the Shareholders
Meeting the realization of the special reserve for dividends, in the amount of
R$10,602 leaving a remaining portion of R$8,655 to be realized in the future.                                                                                                                                                                                              

F-42



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                         
|   
|(h) |  | Income reserve for expansion                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | The remaining balance of the years net income for 2002, allocated as
prescribed by Law No. 6,404/76, Article 202, in the amount of R$44,314
comprises the balance of income reserve for expansion and will be used to
continue expansion of network. The retention will be sustained by a capital
budget to be approved at a shareholders meeting based on management proposal.
|   
|(i) |  | Excess of reserves                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | As required by Law No. 6,404/76, Article 199, the Company will propose at the
shareholders meeting the approval of a capital increase of R$15,000 due to the
income reserves excess in relation to capital.                                                                                                                                                                     
|   
|(j) |  | Stock option plan                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | Under Brazilian Corporate Law, the Company can grant the option to acquire
shares to its executives, employees and service-providers based on a plan
approved by the Shareholders Meeting.                                                                                                                                                                                     
|   
|    |  | On May 2, 2001, the Companys shareholders approved an employee stock option
plan, with the following objectives:                                                                                                                                                                                                                                                               
|   
|    |  | i) to retain the services and advice of key employees, upon whose judgment,
initiative and efforts the Company depends;
ii) to make available to key employees certain compensatory arrangements based
on market value increase; and
iii) to align generally the interests of key employees and the interests of
shareholders.                                                  
|   
|    |  | The Board of Executive Officers may authorize future capital increases, within
the limit of the authorized capital, with the issuance of preferred shares for
the benefit of the directors and key officers. The amount of shares that may be
issued under the stock option plan is limited to 1.5% of the Companys capital
stock on May 2, 2001.                              
|   
|    |  | The option exercise price per 1,000 Preferred Shares was set at R$4.27, the
closing price of 1,000 Preferred Shares at the São Paulo Stock Exchange
(Bovespa), on May 2, 2001. The stock option plan has a four-year term and
will expire in 2005. No option may be exercised after four years from the date
it was granted.                                                  

F-43



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                           
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                    
|  
|   |  | The options may not be exercised before one year from the date they are
granted. The exercise of the option may occur in the end of the fourth year
after the granted date, but can be accelerated depending upon the achievement
of certain results, which are based on certain EBIT (earnings before interest
and taxes).
|  
|   |  | During 2002 and 2001, no option granted to the Companys key employees was
exercised. At December 31, 2002, the closing price per 1,000 preferred shares
was set as R$2.74 (R$3.61  2001) at the São Paulo Stock Exchange, a price
lower than the option exercise price per 1,000 preferred shares at the grant
date.     
|  
|22 |  | Net revenues                                                                                                                                                                                                                                                                                                               

|                                          |                    |           |          |         |          |      |           |         |          |   |           |         |          |  
|----------------------------------------- | ------------------ | --------- | -------- | ------- | -------- | ---- | --------- | ------- | -------- | - | --------- | ------- | -------- | -
|                                          |                    |           |          | 2000    |          | 2001 |           | 2002   
|                                          |                    |           |          |         |          |      |           |        
|Revenues from telecommunication services  |                    |           |          |         |          |      |           |         |          |   |           |        
|                                          | Subscriptions      |           |          | 182,075 |          |      |           | 178,275 |          |   |           | 197,307 |         
|                                          | Usage of telephone |           |          | 408,722 |          |      |           | 447,071 |          |   |           | 409,766 |         
|                                          | Use of network     |           |          | 246,394 |          |      |           | 306,811 |          |   |           | 341,496 |         
|                                          | Other services     |           |          | 3,247   |          |      |           | 8,163   |          |   |           | 22,500  |         
|                                          |                    |           |          |         |          |      |           |         |          |   |           |         |         
|                                          |                    |           | 840,438  |         |          |      | 940,320   |         |          |   | 971,069   |        
|Sale of cellular handsets and accessories |                    |           | 85,644   |         |          |      | 116,026   |         |          |   | 174,879   |        
|                                          |                    |           |          |         |          |      |           |         |          |   |           |         |         
|Gross operating income                    |                    |           | 926,082  |         |          |      | 1,056,346 |         |          |   | 1,145,948 |        
|Deductions from gross income              |                    |           |          |         |          |      |           |         |          |   |           |        
|                                          |                    | Taxes     |          |         | (188,429 | )    |           |         | (187,178 | ) |           |         | (214,723 | )
|                                          |                    | Discounts |          |         | (17,886  | )    |           |         | (75,825  | ) |           |         | (38,307  | )
|                                          |                    | Other     |          |         | (2,880   | )    |           |         | (1,914   | ) |           |         | (1,654   | )
|                                          |                    |           |          |         |          |      |           |         |          |   |           |         |         
|                                          |                    |           | (209,195 | )       |          |      | (264,917  | )       |          |   | (254,684  | )      
|                                          |                    |           |          |         |          |      |           |         |          |   |           |         |         
|                                          |                    |           | 716,887  |         |          |      | 791,429   |         |          |   | 891,264   |        
|                                          |                    |           |          |         |          |      |           |         |          |   |           |         |         

F-44



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
|  
|23 |  | Costs of merchandise sold and services rendered                                                                                                        

|                                         |  |      |          |      |  |      |          |   |  |  |          |  
|---------------------------------------- |  | ---- | -------- | ---- |  | ---- | -------- | - |  |  | -------- | -
|                                         |  | 2000 |          | 2001 |  | 2002
|                                         |  |      |          |      |  |     
|Salaries and social contribution charges |  |      | (10,865  | )    |  |      | (8,724   | ) |  |  | (8,965   | )
|Third-party services                     |  |      | (16,011  | )    |  |      | (12,365  | ) |  |  | (17,392  | )
|Interconnection                          |  |      | (105,747 | )    |  |      | (121,761 | ) |  |  | (133,213 | )
|Depreciation and amortization            |  |      | (128,341 | )    |  |      | (150,121 | ) |  |  | (164,362 | )
|Cost of merchandise sold                 |  |      | (102,930 | )    |  |      | (111,923 | ) |  |  | (161,197 | )
|Other                                    |  |      | (574     | )    |  |      | (1,139   | ) |  |  | (1,254   | )
|                                         |  |      |          |      |  |      |          |   |  |  |          |  
|                                         |  |      | (364,468 | )    |  |      | (406,033 | ) |  |  | (486,383 | )
|                                         |  |      |          |      |  |      |          |   |  |  |          |  



|24 |  | Selling expenses
|-- |  | ----------------

|                                           |  |      |          |      |  |      |          |   |  |  |          |  
|------------------------------------------ |  | ---- | -------- | ---- |  | ---- | -------- | - |  |  | -------- | -
|                                           |  | 2000 |          | 2001 |  | 2002
|                                           |  |      |          |      |  |     
|Salaries and social security charges       |  |      | (19,032  | )    |  |      | (22,445  | ) |  |  | (20,388  | )
|Third-party services                       |  |      | (88,993  | )    |  |      | (106,746 | ) |  |  | (94,888  | )
|Allowance for doubtful accounts and losses |  |      | (59,051  | )    |  |      | (18,335  | ) |  |  | (30,761  | )
|FISTEL fee                                 |  |      |          |      |  |      | (24,601  | ) |  |  | (24,642  | )
|Depreciation and amortization              |  |      | (3,451   | )    |  |      | (8,028   | ) |  |  | (13,802  | )
|Other                                      |  |      | (30,623  | )    |  |      | (1,269   | ) |  |  | (965     | )
|                                           |  |      |          |      |  |      |          |   |  |  |          |  
|                                           |  |      | (201,150 | )    |  |      | (181,424 | ) |  |  | (185,446 | )
|                                           |  |      |          |      |  |      |          |   |  |  |          |  



|25 |  | General and administrative expenses
|-- |  | -----------------------------------

|                                     |  |      |         |      |  |      |         |   |  |  |         |  
|------------------------------------ |  | ---- | ------- | ---- |  | ---- | ------- | - |  |  | ------- | -
|                                     |  | 2000 |         | 2001 |  | 2002
|                                     |  |      |         |      |  |     
|Salaries and social security charges |  |      | (12,152 | )    |  |      | (20,132 | ) |  |  | (19,823 | )
|Third-party services                 |  |      | (48,644 | )    |  |      | (31,065 | ) |  |  | (35,808 | )
|Depreciation and amortization        |  |      | (9,934  | )    |  |      | (14,893 | ) |  |  | (21,814 | )
|Other                                |  |      | (5,570  | )    |  |      | (5,819  | ) |  |  | (5,901  | )
|                                     |  |      |         |      |  |      |         |   |  |  |         |  
|                                     |  |      | (76,300 | )    |  |      | (71,909 | ) |  |  | (83,346 | )
|                                     |  |      |         |      |  |      |         |   |  |  |         |  



| |  | During the years ended December 31, 2000, 2001, and 2002, the Company and its
subsidiaries paid R$939, R$2,108, and R$2,389 to the Board of Directors,
respective
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

F-45



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
|  
|26 |  | Other operating income (expenses), net                                                                                                                 

|                                                      |                                                                    |  |         |       |      |  |         |       |  |  |         |        | 
|----------------------------------------------------- | ------------------------------------------------------------------ |  | ------- | ----- | ---- |  | ------- | ----- |  |  | ------- | ------ | 
|                                                      |                                                                    |  | 2000    |       | 2001 |  | 2002   
|                                                      |                                                                    |  |         |       |      |  |        
|Revenues                                              |                                                                    |  |         |       |      |  |         |       |  |  |         |       
|                                                      | Penalty charged to customers on
overdue payments                   |  |         | 4,483 |      |  |         | 3,702 |  |  |         | 3,478  | 
|                                                      | Equipment and infra-structure rental                               |  |         | 6,357 |      |  |         | 5,450 |  |  |         | 5,560  | 
|                                                      | Reversal of provision for reduction
to market value of inventories |  |         |      |      |  |         | 8,983 |  |  |         | 646    | 
|                                                      | Other                                                              |  |         | 5,282 |      |  |         | 3,618 |  |  |         | 10,519 | 
|                                                      |                                                                    |  |         |       |      |  |         |       |  |  |         |        | 
|                                                      |                                                                    |  | 16,122  |       |      |  | 21,753  |       |  |  | 20,203  |       
|                                                      |                                                                    |  |         |       |      |  |         |       |  |  |         |        | 
|Expenses                                              |                                                                    |  |         |       |      |  |         |       |  |  |         |       
|Taxes and contributions                               |                                                                    |  | (1,937  | )     |      |  | (1,068  | )     |  |  | (1,226  | )     
|Goodwill amortization (tax benefit
from shareholders) |                                                                    |  | (13,876 | )     |      |  | (25,270 | )     |  |  | (25,250 | )     
|Goodwill amortization                                 |                                                                    |  | (416    | )     |      |  | (1,691  | )     |  |  | (1,779  | )     
|Provision for contingencies                           |                                                                    |  | (647    | )     |      |  | (4,578  | )     |  |  | (2,533  | )     
|Other                                                 |                                                                    |  | (13,768 | )     |      |  | (4,730  | )     |  |  | (4,317  | )     
|                                                      |                                                                    |  |         |       |      |  |         |       |  |  |         |        | 
|                                                      |                                                                    |  | (30,644 | )     |      |  | (37,337 | )     |  |  | (35,105 | )     
|                                                      |                                                                    |  |         |       |      |  |         |       |  |  |         |        | 
|                                                      |                                                                    |  | (14,522 | )     |      |  | (15,584 | )     |  |  | (14,902 | )     
|                                                      |                                                                    |  |         |       |      |  |         |       |  |  |         |        | 



|27 |  | Nonoperating income (expenses), net
|-- |  | -----------------------------------

|                           |  |      |       |      |  |      |      |   |  |  |      |  
|-------------------------- |  | ---- | ----- | ---- |  | ---- | ---- | - |  |  | ---- | -
|                           |  | 2000 |       | 2001 |  | 2002
|                           |  |      |       |      |  |     
|Gain (loss) on assets sale |  |      | 1.340 |      |  |      | 266  |   |  |  | 207  |  
|Gain (loss) on investments |  |      | 2.130 |      |  |      | (256 | ) |  |  | (334 | )
|Others, net                |  |      | 37    |      |  |      |      |   |  |  |      |  
|                           |  |      |       |      |  |      |      |   |  |  |      |  
|                           |  |      | 3.507 |      |  |      | 10   |   |  |  | (127 | )
|                           |  |      |       |      |  |      |      |   |  |  |      |  

F-46



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
|  
|28 |  | Income and social contribution taxes                                                                                                                   
|  
|   |  | Current and deferred income and social contribution taxes are composed as
follows:                                                                     

|                             |  |      |       |      |  |      |        |   |  |  |         |  
|---------------------------- |  | ---- | ----- | ---- |  | ---- | ------ | - |  |  | ------- | -
|                             |  | 2000 |       | 2001 |  | 2002
|                             |  |      |       |      |  |     
|Current income tax           |  |      | 4,452 |      |  |      | (2,269 | ) |  |  | (11,453 | )
|Current social contribution  |  |      | 1,060 |      |  |      | (939   | ) |  |  | (4,203  | )
|Deferred income tax          |  |      | 559   |      |  |      | 2,847  |   |  |  | (2,785  | )
|Deferred social contribution |  |      | 249   |      |  |      | 1,033  |   |  |  | (1,032  | )
|                             |  |      |       |      |  |      |        |   |  |  |         |  
|Total                        |  |      | 6,620 |      |  |      | (672   | ) |  |  | (19,473 | )
|                             |  |      |       |      |  |      |        |   |  |  |         |  



| |  | Income taxes in Brazil include income and social contribution taxes. The
composite statutory rate was 34% for 2000, 2001 and 2002. Income tax expense at
the statutory rate is reconciled to income tax expense in the statements of
income as follows:
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                               |                                                                |                                  |       |        |        |      |        |         |        |   |         |         |        |  
|---------------------------------------------- | -------------------------------------------------------------- | -------------------------------- | ----- | ------ | ------ | ---- | ------ | ------- | ------ | - | ------- | ------- | ------ | -
|                                               |                                                                |                                  |       | 2000   |        | 2001 |        | 2002   
|                                               |                                                                |                                  |       |        |        |      |        |        
|Income taxes                                   |                                                                |                                  |       |        |        |      |        |         |        |   |         |        
|                                               | Income before taxes                                            |                                  |       | 6,050  |        |      |        | 70,196  |        |   |         | 97,813  |       
|Reconciliation of statutory to effective rate: |                                                                |                                  |       |        |        |      |        |         |        |   |         |        
|                                               | Benefit from deductibility of interest on shareholders equity |                                  |       | (4,424 | )      |      |        | (25,000 | )      |   |         | (17,000 | )     
|                                               | Participation in subsidiaries/affiliates                       |                                  |       |       |        |      |        | 1,888   |        |   |         | 4,288   |       
|                                               | Gain/loss on non operating investment                          |                                  |       | (2,130 | )      |      |        | 256     |        |   |         |        |       
|                                               |                                                                |                                  |       |        |        |      |        |         |        |   |         |         |       
|                                               | Basis of calculation                                           |                                  |       | (504   | )      |      |        | 47,340  |        |   |         | 85,101  |       
|                                               | Standard rate - 25%                                            |                                  |       | 127    |        |      |        | (11,835 | )      |   |         | (21,275 | )     
|                                               | Permanent differences                                          |                                  |       |        |        |      |        |         |        |   |         |         |       
|                                               |                                                                | Goodwill amortization            |       |        | 6,722  |      |        |         | 12,268 |   |         |         | 12,268 |  
|                                               |                                                                | Gain exchange variation and swap |       |        |       |      |        |         |       |   |         |         | (1,368 | )
|                                               |                                                                | Depreciation of handsets         |       |        |       |      |        |         | (539   | ) |         |         | (1,485 | )
|                                               |                                                                | Others                           |       |        | (1,838 | )    |        |         | 684    |   |         |         | (2,378 | )
|                                               |                                                                |                                  |       |        |        |      |        |         |        |   |         |         |       
|                                               |                                                                |                                  | 4,884 |        |        |      | 12,413 |         |        |   | 7,037   |        
|                                               |                                                                |                                  | 5,011 |        |        |      | 578    |         |        |   | (14,238 | )      
|                                               |                                                                |                                  |       |        |        |      |        |         |        |   |         |         |       

F-47



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated

|                                               |                                                                |                                  |       |        |        |      |       |         |      |   |         |         |      |  
|---------------------------------------------- | -------------------------------------------------------------- | -------------------------------- | ----- | ------ | ------ | ---- | ----- | ------- | ---- | - | ------- | ------- | ---- | -
|                                               |                                                                |                                  |       | 2000   |        | 2001 |       | 2002   
|                                               |                                                                |                                  |       |        |        |      |       |        
|Social contribution tax                        |                                                                |                                  |       |        |        |      |       |         |      |   |         |        
|                                               | Income before taxes                                            |                                  |       | 6,050  |        |      |       | 59,217  |      |   |         | 97,813  |     
|Reconciliation of statutory to effective rate: |                                                                |                                  |       |        |        |      |       |         |      |   |         |        
|                                               | Benefit from deductibility of interest on shareholders equity |                                  |       | (4,424 | )      |      |       | (25,000 | )    |   |         | (17,000 | )   
|                                               | Participation in subsidiaries/affiliates                       |                                  |       |       |        |      |       | 1,888   |      |   |         | 4,288   |     
|                                               | Gain/loss on non operating investment                          |                                  |       | (2,130 | )      |      |       | 256     |      |   |         |        |     
|                                               |                                                                |                                  |       |        |        |      |       |         |      |   |         |         |     
|                                               | Basis of calculation                                           |                                  |       | (504   | )      |      |       | 47,340  |      |   |         | 85,101  |     
|                                               | Standard rate  9%                                             |                                  |       | 46     |        |      |       | (4,261  | )    |   |         | (7,659  | )   
|                                               | Permanent differences
Goodwill amortization                    |                                  |       | 2,430  |        |      |       | 4,416   |      |   |         | 4,416   |     
|                                               |                                                                | Gain exchange variation and swap |       |        |       |      |       |         |     |   |         |         | (492 | )
|                                               |                                                                | Depreciation of handsets         |       |        |       |      |       |         | (194 | ) |         |         | (535 | )
|                                               |                                                                | Others                           |       |        | (1,167 | )    |       |         | 133  |   |         |         | (965 | )
|                                               |                                                                |                                  |       |        |        |      |       |         |      |   |         |         |     
|                                               |                                                                |                                  | 1,263 |        |        |      | 4,355 |         |      |   | 2,424   |        
|                                               |                                                                |                                  | 1,309 |        |        |      | 94    |         |      |   | (5,235  | )      
|                                               |                                                                |                                  |       |        |        |      |       |         |      |   |         |         |     
|Total income and social contribution taxes     |                                                                |                                  | 6,320 |        |        |      | 672   |         |      |   | (19,473 | )      
|                                               |                                                                |                                  |       |        |        |      |       |         |      |   |         |         |     

F-48



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                        
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                 
|  
|29 |  | Financial instruments                                                                                                                                                                                                                                                                                                   
|  
|   |  | The Company carries out operations involving financial instruments with the aim
of reducing risks relating to market, foreign exchange and interest rates. Such
risks are controlled through specific policies, the establishment of operating
strategies and limits, and other techniques for monitoring the positions.
|  
|   |  | The estimated market value of the financial instruments, primarily cash and
cash equivalents, trade accounts receivable, and short-term financing
instruments, approximates its book value because of the short maturity of those
instruments.                                                                          
|  
|   |  | At December 31, 2002 and 2001, the Company and its subsidiaries invested their
financial resources mainly in investments backed by Certificados de Depósito
Interbancário (CDIs  Interbank Deposit Certificates), recorded as Marketable
Securities. There are no financial assets indexed to a foreign currency.      
|  
|   |  | The estimated fair value of long-term loans and financings are based on
interest rates as of December 31, 2002 for transactions with similar
characteristics, as below.                                                                                                                                                 

|                                                                        |  |                   |         |              |  |  |         | 
|----------------------------------------------------------------------- |  | ----------------- | ------- | ------------ |  |  | ------- | 
|                                                                        |  | December 31, 2002
|                                                                        |  |                  
|                                                                        |  | Book Value        |         | Market Value
|                                                                        |  |                   |         |             
|Long-term loans and financing and debentures, including current portion |  |                   | 321,085 |              |  |  | 310,862 | 



|(a) |  | Loans and financing                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Fair values of loans and financing are determined based on future cash flow and
interest rates applicable to similar transactions, in same conditions and
risks. The total liabilities denominated in United States dollars totaled
R$41,616.                                                                                                                                                                                                            
|   
|    |  | In addition to those financial instruments, the subsidiary Telepar Celular S.A.
has Swap Contracts between US Dollars and mix of currencies (UMBNDES) to CDI,
in the amount of R$28,224 (R$5,513 in 2001), with due dates between 2003 and
2007. At December 31, 2002 the Company recognized gains related to these swap
transactions of R$28,271 (R$9,172 in 2001), which were recorded as Financing
Revenues and as a reduction on Loans and Financing.
|   
|(b) |  | Limitations                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | The market values were estimated at a certain period, based on market
information. Changes in assumptions may affect the estimates presented.                                                                                                                                                                                                                                                                                                            

F-49



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(c) |  | Risk factors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | The risk factors affecting the Companys instruments are the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    |  | (i) Exchange and interest rates risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | The exchange and interest rates risk relate to the possibility of the Company
computing losses resulting from fluctuations in exchange and interest rates,
thus increasing debt balances of loans obtained in the market and the
corresponding financial charges. In order to mitigate this kind of risk, the
Company carries out hedge contracts with financial institutions.                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | At December 31, 2002, a portion of Company loans was denominated in U.S.
dollars and 100% of the loans were covered by hedge contracts. The income or
loss resulting from these hedge contracts is charged to operating results. The
Company is also a party in agreements that allow it to effectively pay interest
at fixed rates on some of its debts contracted in variable interest rates.                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | (ii) Credit operating risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | The risk is related to the possibility of the Company computing losses
originating from the difficulty of collecting the amounts billed to customers,
which are represented by traders of prepaid telephone cards and distributors of
cellular equipment. In order to have this risk reduced, the Company performs
credit analyses to assist the risk management in respect to collection problems
and monitors the accounts receivable from subscribers, blocking the telephony
ability in case customers do not pay their bills. With respect to
distributors, the Company maintains individual credit limits, based on
potential sales analysis, risk history and risk with collection problems. The
Company generally does not require collateral from its customers.

F-50



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | (iii) Credit risk related to the sale of telephone sets                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | The Companys policy for the sale of telephone sets and distribution of prepaid
telephone cards is directly related to the risk of credit levels accepted
during the normal course of business. The selection of partners, the
diversification of the accounts payable portfolio, the monitoring of loan
conditions, the positions and limits of requests established for traders, the
constitution of real guarantees are procedures adopted by the Company to
minimize possible collection problems with its commercial partners.
|  
|   |  | (iv) Financial credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | The risks related to the possibility of the Company computing losses
originating from the difficulty in realizing its short-term investments and
hedge contracts. The Company and its subsidiaries minimize the risk associated
to these financial instruments by investing in well-reputed financial
institutions. Approximately, 40.4% of the financial investments are
concentrated with one sole financial institution.                                                                                                        
|  
|   |  | There is no concentration of available resources of work, service, concessions
or rights that have not been mentioned above that could, if eliminated
suddenly, severely impact the operations of the Company.                                                                                                                                                                                                                                                                                                                     
|  
|30 |  | Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | At December 31, 2002, the Company carries insurance to cover losses against
fire and various risks affecting inventories and fixed assets in amounts
considered sufficient to cover possible losses.                                                                                                                                                                                                                                                                                                                               

F-51



---



##### Table of Contents





|   |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                   
|  
|31 |  | Reconciliation between Brazilian Corporate Law and US GAAP                                                                                                                                                                                                                                                                                                                                
|  
|I  |  | Description of differences between Brazilian Corporate Law and US GAAP                                                                                                                                                                                                                                                                                                                    
|  
|   |  | The Companys consolidated financial statements are prepared in accordance with
Brazilian Corporate Law, whose accounting practices and policies are described
in Note 3. Such practices and policies differ significantly from US GAAP. The
tables below represent the reconciliation between the Companys consolidated
income and net equity under Brazilian Corporate Law and US GAAP:
|  
|   |  | Reconciliation of the differences between Brazilian Corporate Law and US GAAP
in net income                                                                                                                                                                                                                                                                                               

|                                                      |                                                                                                          |  |                  |        |      |  |        |        |      |  |        |         |   |  |        |        |  
|----------------------------------------------------- | -------------------------------------------------------------------------------------------------------- |  | ---------------- | ------ | ---- |  | ------ | ------ | ---- |  | ------ | ------- | - |  | ------ | ------ | -
|                                                      |                                                                                                          |  | Reference
toNote |        | 2000 |  | 2001   |        | 2002
|                                                      |                                                                                                          |  |                  |        |      |  |        |        |     
|Consolidated net income under Brazilian
Corporate Law |                                                                                                          |  |                  |        |      |  | 15,368 |        |      |  | 59,889 |         |   |  | 65,774 |       
|                                                      | Depreciation and amortization of the
effect of indexation for the years
ended December 31, 1996 and 1997 |  |                  | 31.I.a |      |  |        | (6,794 | )    |  |        | (14,010 | ) |  |        | (9,327 | )
|                                                      | Amortization of capitalized interest                                                                     |  |                  | 31.I.b |      |  |        | 1,390  |      |  |        | 1,394   |   |  |        | 1,872  |  
|                                                      | Pre-operating expenses of TIMnet.com
S.A.                                                                |  |                  | 31.I.c |      |  |        | (1,738 | )    |  |        | (5,268  | ) |  |        | 3,688  |  
|                                                      | Provision for pension plan                                                                               |  |                  | 31.I.d |      |  |        | (276   | )    |  |        | 1,397   |   |  |        | 751    |  
|                                                      | Financial instruments                                                                                    |  |                  | 31.I.f |      |  |        |       |      |  |        | 2,515   |   |  |        | 7,711  |  
|                                                      | Goodwill amortization                                                                                    |  |                  | 31.I.i |      |  |        |       |      |  |        |        |   |  |        | 1,779  |  
|                                                      | Deferred tax on the above adjustments                                                                    |  |                  |        |      |  |        | 2,448  |      |  |        | 4,611   |   |  |        | (2,201 | )
|                                                      | Valuation allowance on social
contribution                                                               |  |                  | 31.I.e |      |  |        | (7,259 | )    |  |        | (5,020  | ) |  |        | 24,180 |  
|                                                      | Minority interest on the above
adjustments                                                               |  |                  |        |      |  |        | 3,534  |      |  |        | 2,603   |   |  |        | (6,235 | )
|                                                      |                                                                                                          |  |                  |        |      |  |        |        |      |  |        |         |   |  |        |       
|Estimated net income under US GAAP                    |                                                                                                          |  |                  |        |      |  | 6,673  |        |      |  | 48,111 |         |   |  | 87,992 |       
|                                                      |                                                                                                          |  |                  |        |      |  |        |        |      |  |        |         |   |  |        |       

F-52



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
|
| |  | Reconciliation of the differences between Brazilian Corporate Law and US GAAP
in shareholders equity                                                  

|                                                                |                                                                             |  |                  |        |      |  |         |         |   |  |         |         |  
|--------------------------------------------------------------- | --------------------------------------------------------------------------- |  | ---------------- | ------ | ---- |  | ------- | ------- | - |  | ------- | ------- | -
|                                                                |                                                                             |  | Reference
toNote |        | 2001 |  | 2002   
|                                                                |                                                                             |  |                  |        |      |  |        
|Consolidated shareholders equity under Brazilian corporate
Law |                                                                             |  |                  |        |      |  | 808,329 |         |   |  | 845,330 |        
|                                                                | Effect of the indexation for the years ended
December 31, 1996 and 1997     |  |                  | 31.I.a |      |  |         | 66,441  |   |  |         | 66,441  |  
|                                                                | Depreciation and amortization of the effect of the
indexation for the years |  |                  | 31.I.a |      |  |         |         |   |  |         |         |  
|                                                                | Ended December 31, 1996 and 1997                                            |  |                  |        |      |  |         | (40,099 | ) |  |         | (49,426 | )
|                                                                |                                                                             |  |                  |        |      |  |         |         |   |  |         |        
|                                                                | Sub-total                                                                   |  |                  |        |      |  |         | 26,342  |   |  |         | 17,015  |  
|                                                                |                                                                             |  |                  |        |      |  |         |         |   |  |         |        
|                                                                | Capitalized interest                                                        |  |                  | 31.I.b |      |  |         | (9,658  | ) |  |         | (9,658  | )
|                                                                | Amortization of capitalized interest                                        |  |                  | 31.I.b |      |  |         | 6,189   |   |  |         | 8,061   |  
|                                                                | Pre-operating expenses of Timnet.com S.A.                                   |  |                  | 31.I.c |      |  |         | (7,006  | ) |  |         | (3,318  | )
|                                                                | Provision for pension plan                                                  |  |                  | 31.I.d |      |  |         | (17,247 | ) |  |         | (16,496 | )
|                                                                | Financial instruments                                                       |  |                  | 31.I.f |      |  |         | 2,515   |   |  |         | 10,226  |  
|                                                                | Goodwill amortization                                                       |  |                  | 31.I.i |      |  |         |        |   |  |         | 1,779   |  
|                                                                | Effect of deferred taxes on the above adjustments                           |  |                  |        |      |  |         | 374     |   |  |         | (1,827  | )
|                                                                | Valuation allowance on social contribution                                  |  |                  | 31.I.e |      |  |         | (24,180 | ) |  |         |        |  
|                                                                | Minority interest on the above adjustments                                  |  |                  |        |      |  |         | 4,394   |   |  |         | (1,841  | )
|                                                                |                                                                             |  |                  |        |      |  |         |         |   |  |         |        
|Estimated shareholders equity under US GAAP                    |                                                                             |  |                  |        |      |  | 790,052 |         |   |  | 849,271 |        
|                                                                |                                                                             |  |                  |        |      |  |         |         |   |  |         |        



|(a) |  | Inflation accounting for the years ended December 31, 1996 and 1997                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Until December 31, 1995, publicly traded companies in Brazil were required to
prepare their financial statements according to two sets of accounting
principles: (a) the Brazilian Corporate Law, which was and remains in full
force and is valid for all legal purposes, including the basis for calculating
the income tax and mandatory minimum dividends; and (b) generally accepted
accounting principles in Brazil (Brazilian GAAP), which require the application
of the constant currency method of accounting to reflect the effect of
inflation in the preparation of supplementary financial statements, in
accordance to the standards recommended by the Comissão de Valores Mobiliários
(CVM), the Brazilian securities commission. The accounting principles under the
Brazilian Corporate Law and the Brazilian GAAP differ solely in the method of
recognizing the effect of inflation in the financial statements.
|   
|    |  | Brazilian Corporate Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-53



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | Under the Brazilian Corporate Law, until December 31, 1995 a simplified method
was used to recognize the effects of inflation, which consisted in indexing
permanent assets (investments, property, plant and equipment and deferred
charges) and shareholders equity accounts using indices set forth by the
Federal Government, based on the variation of the Unidade Fiscal de Referência
(UFIR). The net effect of the indexation was stated in the statement of income
under a single account. The Brazilian corporate law, however, does not
recognize the effect of inflation in certain balance sheet accounts, such as
inventories and customer advances; this method also does not require the
indexation of information from the preceding years when presenting comparative
financial information. In the highly inflationary environment prevailing in
Brazil until July 1, 1994, the financial statements prepared according to
accounting principles set forth in the Brazilian Corporate Law did not allow a
consistent comparison of financial information concerning two different
periods.
|
| |  | Under the Brazilian Corporate Law and the CVM rules, the application of the
method to account for the effects of inflation described above was prohibited,
beginning January 1, 1996 and, therefore, the financial statements prepared
according to the Brazilian Corporate Law do not include the recognition of the
effects of inflation since then.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Constant currency method (Brazilian GAAP)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Under the constant currency method required by the Brazilian GAAP, all amounts
stated in Reais are stated in constant purchasing power currency on the date of
the latest balance sheet presented, pursuant to the CVM rules for publicly
traded companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Brazilian GAAP requires application of the constant currency method also after
January 1, 1996.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | The constant currency method requires the recognition of the following effects
of inflation in the financial statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



| |  |  | Adjustment of the opening balances, non-monetary assets additions and
depreciation by applying a general inflation index, recognizing the
gain by means of a credit to the income.                                                                                                            
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Adjustment of the shareholders equity opening balances and movements
for the period by applying a general inflation index, recognizing the
loss by means of a debit to income.                                                                                                               
|
| |  |  | Allocation of inflationary gains and losses of other non-monetary
items to the corresponding income and expenses. Gains and losses for
which the corresponding income and expenses were not identified are
allocated to a specific account under Other net operating income
(expenses), net.

F-54



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Changes in the presentation of the consolidated financial statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Until the year ended December 31, 1999 the consolidated financial statements of
the Company presented in documents filed with the Securities and Exchange
Commission of the United States (SEC) were submitted pursuant to Brazilian GAAP
requiring the application of full indexation after January 1, 1996.                                                                                                                                                                                                                                      
|
| |  | In common with other Brazilian SEC registrants, the Company, as from the year
ended December 31, 2000, has been granted the option to present its primary
financial statements on the basis of accounting principles established under
Brazilian Corporate Law. This accommodation arose from a position paper
prepared by the International Task Force of the American Institute of
Certified Public Accountants (AICPA). The SEC staff informally indicated that
it would not object such presentation.                                        
|
| |  | To harmonize the presentation format of financial statements to be used by
shareholders in the United States with those used in the Brazilian market,
management has prepared the Companys consolidated financial statements
pursuant to the principles set forth in the Brazilian Corporate Law.                                                                                                                                                                                                                                                 
|
| |  | All periods are presented according to the Brazilian Corporate Law, since the
change in the reporting currency from constant Reaisof purchasing power of the
latest balance sheet date to nominal Reaisrequires a restatement of all period
submitted, so as to maintain consistency in the presentation of the
consolidated financial statements.                                                                                                                                                                                                 
|
| |  | Inflation accounting under US GAAP for the years ended December 31, 1996 and
1997                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Under US GAAP, Brazil would be considered to have ceased to be
hyper-inflationary economy in a period between July 1, 1997 and December 31,
1997 requiring the recognition of the effect of inflation until such date. In
determining amounts under US GAAP, the effects of inflation for the years ended
December 31, 1996 and 1997 were determined using the Índice Geral de Preços do
Mercado- IGP-M index. For periods prior to 1996, the Company and its
subsidiaries used the same index as in the Corporate Law financial statements
(UFIR).

F-55



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(b) |  | Differences in criteria for the capitalization of interest and the
respective amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | Until December 31, 1993, the capitalized interest was not permitted for
individual property, plant and equipment. Under US GAAP, capitalized interest
is added to the value of the individual assets and amortized over their useful
lives. Also, according to the accounting principles under the Brazilian
Corporate Law, and until December 31, 1998, applicable to the
telecommunications companies, the interest attributable to construction in
progress was calculated at 12% per year on the balance of the account of
construction in progress, and the part related to interest on third-party loans
was credited to financial expenses, on the basis of actual financial costs, and
the balance concerning own capital was credited to shareholders equity. During
1999, the Company and its subsidiaries started to capitalize interest on
specific loans based on the respective interest rates, related to financing for
construction in progress.
|   
|    |  | According to US GAAP, Statement of Financial Accounting Standards(SFAS) No
34 - Capitalization of Interest Costs, interest on loans is capitalized up to
the total of construction in progress. The credit is a reduction of financial
expenses. Under US GAAP, the amount of capitalized interest excludes foreign
exchange gains and losses on foreign currency borrowing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | As a result of the change in the policy concerning interest capitalization in
financial statements prepared under Brazilian Corporate Law mentioned above,
starting in the year ended on December 31, 2000 the amount of capitalized
interest is substantially similar to that capitalized under US GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-56



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
|
| |  | The effects of these different criteria for capitalizing and amortizing
capitalized interest are presented below:                                      

|                                                     |                                                                 |                                                                                                                                                      |       |                         |         |      |       |         |        |   |       |         |        |  
|---------------------------------------------------- | --------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ----------------------- | ------- | ---- | ----- | ------- | ------ | - | ----- | ------- | ------ | -
|                                                     |                                                                 |                                                                                                                                                      |       | Year ended December 31,
|                                                     |                                                                 |                                                                                                                                                      |       |                        
|                                                     |                                                                 |                                                                                                                                                      |       | 2000                    |         | 2001 |       | 2002   
|                                                     |                                                                 |                                                                                                                                                      |       |                         |         |      |       |        
|Capitalized interest difference                      |                                                                 |                                                                                                                                                      |       |                         |         |      |       |         |        |   |       |        
|                                                     | Capitalized interest under USGAAP:                              |                                                                                                                                                      |       |                         |         |      |       |         |        |   |       |         |       
|                                                     |                                                                 | Interest that would have been capitalized and credited to
income (interest incurred on loans, computed up to the
amount of construction-in-progress) |       |                         | 14,680  |      |       |         | 4,148  |   |       |         | 646    |  
|                                                     | Less
- capitalized interest under Brazilian Corporate
Law       |                                                                                                                                                      |       |                         |         |      |       |         |        |   |       |         |       
|                                                     |                                                                 | Interest capitalized and credited to income (up to the
limit of interest incurred on loans to fund investments in
property, plant and equipment)     |       |                         | (14,680 | )    |       |         | (4,148 | ) |       |         | (646   | )
|                                                     | Net effect of difference in capitalized interest:               |                                                                                                                                                      |       |                         |         |      |       |         |        |   |       |         |       
|                                                     |                                                                 | For the year                                                                                                                                         |       |                         |        |      |       |         |       |   |       |         |       |  
|                                                     |                                                                 | Accumulated at the beginning of the year                                                                                                             |       |                         | (9,658  | )    |       |         | (9,658 | ) |       |         | (9,658 | )
|                                                     |                                                                 |                                                                                                                                                      |       |                         |         |      |       |         |        |   |       |         |        |  
|                                                     |                                                                 | Accumulated at the end of the year                                                                                                                   |       |                         | (9,658  | )    |       |         | (9,658 | ) |       |         | (9,658 | )
|                                                     |                                                                 |                                                                                                                                                      |       |                         |         |      |       |         |        |   |       |         |        |  
|Amortization of capitalized interest difference      |                                                                 |                                                                                                                                                      |       |                         |         |      |       |         |        |   |       |        
|                                                     | Amortization under the Brazilian Corporate Law                  |                                                                                                                                                      |       | (7,749                  | )       |      |       | (11,551 | )      |   |       | (13,148 | )     
|                                                     | Less - amortization under US GAAP                               |                                                                                                                                                      |       | 6,359                   |         |      |       | 10,157  |        |   |       | 11,276  |       
|                                                     | Difference in amortization of capitalized interest on disposals |                                                                                                                                                      |       |                        |         |      |       |        |        |   |       |        |       
|                                                     |                                                                 |                                                                                                                                                      |       |                         |         |      |       |         |        |   |       |         |        |  
|Amount of reconciling item in US GAAP reconciliation |                                                                 |                                                                                                                                                      | 1,390 |                         |         |      | 1,394 |         |        |   | 1,872 |        
|                                                     |                                                                 |                                                                                                                                                      |       |                         |         |      |       |         |        |   |       |         |        |  



|(c) |  | Pre-operating expenses                                                                                                                                                                                                                                                                                                                      
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Under Brazilian Corporate Law, pre-operating expenses incurred may be deferred
until the commercial operations begin. Subsequently all costs related to the
organization and start-up of a new business may be capitalized to the extent
that they are considered recoverable. The amounts are amortized over a period
of five to ten years.
|   
|    |  | Under U.S. GAAP, the rules are generally more restrictive as to the costs that
can be capitalized and the periods over which such costs are amortized and
these expenses are normally charged to operations.                                                                                                                                

F-57



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(d) |  | Pensions and other post-retirement benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | As discussed in Note 20, the Company and its subsidiaries sponsor several
pension plans and other post-retirement benefit plans. Until December 31, 1999
all plans were considered to be multi-employer defined benefits plans, in which
the Company and its subsidiaries contribute towards the pension and other
post-retirement benefits on the basis of a fixed percentage of salary, as
annually recommended by independent actuaries. For the purposes of the
financial statements under the accounting practices established by Brazilian
Corporate Law and for US GAAP purposes, the Companies recognized the expenses
for the contributions to the multi-employer defined plans on the accrual basis
and disclose their annual contributions.                                                                                                            
|   
|    |  | In December 1999, the Companies announced their intention to withdraw from the
plans sponsored by all the companies belonging to the Telebrás system covering
active employees while remaining jointly and severally liable solely for the
obligations under the pension and health care plans covering retirees and their
dependants. In the consolidated financial statements under Brazilian Corporate
Law this change had no accounting impact and the contributions to the plans
sponsored exclusively by the Companies, PBS-Tele Celular Sul and PAMA-Tele
Celular Sul, are still recognized as expenses on the accrual basis.                                                                                                                                                                                                                              
|   
|    |  | For US GAAP purposes, since the sponsors decided to split-off the total assets
and related actuarial obligations for the multi-employer plan prior to December
31, 1999 the Companies recognized a contingent liability, which was probable
and estimable, for the accrued pension cost as of such date. The funded status
of those plans was recognized as of December 31, 1999, in shareholders equity
and in net income for the year, as required by SFAS 87 Employers Accounting
for Pensions and SFAS 106 Employers Accounting for Postretirement Benefits
and Than Pensions. The provisions of SFAS No. 87 concerning the calculation of
the funded status were applied with effect from January 1, 1992, since it was
impossible to apply them from the effective date specified in the standard. See
note 31.III.a for detail of the pension plans.

F-58



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(e) |  | Valuation allowance on social contribution tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | Both the accounting principles under Brazilian Corporate Law and US GAAP adopt
the liability method to record the effects of income tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | Under the Brazilian constitution, the President of the Federative Republic of
Brazil may issue provisional measures having the force of law for 30 days or
less, which is only enacted after approval by Congress. Provisional measures
are frequently re-issued by the President after the 30-day period. On December
31, 1999 and 2000, the enacted social contribution rate was 8%; however,
provisional measures set forth rates of 12% for the period from May 1, 1999 to
January 31, 2000 and 9% for the period from February 1, 2000 to December 31,
2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | To calculate deferred taxes, the accounting principles under the Brazilian
Corporate Law determine the use of the tax rate applicable for the estimated
period of realization of the temporary differences or tax losses to be
compensated. When applying such rules, the provisional measures that made
changes to the tax rates are considered substantially approved and used to
calculate deferred taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | Under US GAAP, only enacted tax rates may be used to calculate deferred taxes.
The tax rates for future periods set forth by provisional measures are not
enacted and, therefore, are not taken into account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | Effective 1999, the COFINS tax rate was increased from 2% to 3% of taxable
gross revenues. As the additional 1% can be, in accordance with enacted tax
law, offset against the social contribution tax for the year, and the
additional 1% is currently expected to exceed the social contribution for the
year, until such time as the law is repealed, the social contribution net
operating losses and other temporary differences are not expected to be
realized. Although a provisional measure has been issued which proposes to
eliminate the availability of offset, such measure has not yet been enacted and
the Company and its subsidiaries have not yet realized the accumulated amount
of net operating losses and other temporary differences. Accordingly, for US
GAAP purposes, a valuation allowance has been recorded as of December 31, 2001
and 2002 to offset the amount of deferred social contribution tax that is
considered, taking into account the effect of the law mentioned about, more
likely than not that will not be realized.
|   
|    |  | The social contribution rate was set at 9% effective from January 1, 2003.
Therefore, the recorded allowance for deferred social contribution tax was
reversed in 2002, as the realization of such deferred tax is assured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-59



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(f) |  | Adoption of FAS 133                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | As of January 1, 2001, the Company adopted Financial Accounting Standards Board
(FASB) issued SFAS 133, Accounting for Derivative Instruments and Hedging
Activities, which was issued in June, 1998 and its amendments Statements 137,
Accounting for Derivative Instruments and Hedging Activities  Deferral of the
Effective Date of FASB Statement No. 133 and 138, Accounting for Derivative
Instruments and Certain Hedging Activitiesissued in June 1999 and June 2000,
respectively (collectively referred to as Statement 133). Under Brazilian
Corporate Law, the Company has been recording its hedging activities in the
balance sheet as either an asset or liability measured at the spot rates at
December 31, 2002 plus the coupon rate as stated in the agreements and
adjustments to contract value were recorded through income.
|   
|    |  | As a result of adoption of Statement 133, the Company recognizes its foreign
currency and interest rate swap agreements on the balance sheet at fair value
and adjustments to fair value are recorded through income. The Company
accounted for the accounting change as a cumulative effect of a change in an
accounting principle. The adoption of Statement 133, resulted in an effect of
R$2,515, which resulted in a gain in the consolidated statement of income for
the twelve months ended December 31, 2001. The cumulative effect of R$351 was
considered immaterial by the Company for adjustment.                                                                                                                                                                                                                                         
|   
|    |  | Swaps                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | At December 31, 2001 and 2002 the subsidiary Telepar Celular S.A. had entered
into swaps contracts between US Dollars and mix of currencies (UMBNDES) to CDI,
in the amount of R$28,224 (R$5,513 in 2001), with due dates between 2003 and
2007. For Brazilian GAAP purposes the Company recorded gains related to these
swap transactions of R$28,271 (R$9,172 in 2001) which was recorded as a
reduction of the loans. For US GAAP purposes such gains were reclassified to
assets. The fair values adjustments of the Companys foreign currency and
interest rate swap contracts were estimated based on quoted market prices of
comparable contracts, and at December 31, 2001 and 2002 were approximately
R$2,515 and R$7,711.                                                                                                                  

F-60



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(g) |  | Incorporation of tax benefit of goodwill by Subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | According to the Brazilian Corporate Law accounting principles, companies may
assign the tax benefit of the goodwill to their subsidiaries in order to
receive the tax benefit generated by the amortization of such goodwill. The tax
benefit is shown as deferred and recoverable taxes with a contra account in a
special reserve within Shareholders equity. The deferred tax is amortized and
recognized as an expense in the statement of income for the amount of the tax
benefit. The tax benefit of the deduction of the amortization from the tax
basis for income tax and social contribution generates a reduction of income
tax and social contribution payable. Therefore, the amount recognized as an
expense resulting from tax deductible amortization of goodwill is equal to the
reduction in tax on taxable income. Such accounting generates a reduction in
taxes payable, but has no effect on the determination of net income for the
period.
|   
|    |  | Once the benefit is realized, shares will be issued to the controlling
shareholder for the amount of the realized benefit; minority shareholders will
be entitled to buy shares in proportion to their interests by paying them
directly to the controlling shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | Under US GAAP, goodwill generated internally is not recognized; however, the
future tax benefit generated by the amortization of goodwill is recognized as a
contribution from the controlling shareholder within additional paid-in
capital, similarly to the accounting principles under the Brazilian Corporate
Law. The realization of the tax benefit by the amortization of the goodwill is
recognized as a decrease in the value of the deferred tax with a consequent
decrease in the tax payable, and does not affect the determination of income
for the period, similar to the accounting principles under the Brazilian
Corporate Law. The additional capital paid is transferred to Capital upon the
issuance of the shares.                                                                                                                                                                                                                            
|   
|(h) |  | Financial revenues (expenses)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | Accounting principles under the Brazilian Corporate Law require such amounts to
be stated as part of operating profit. Under US GAAP, financial revenue and
expenses is presented after operating profit in the statement of income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-61



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(i) |  | Goodwill amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | Accounting principles under the Brazilian Corporate Law require that the
amortization of the deferred tax benefit related the goodwill amortization be
stated as an appropriation of income for the year as other operating expenses.
Under US GAAP, such amortization is shown as a reduction of the provision for
income tax.                                                                                                                                                                                                                                                                                                                       
|   
|    |  | Additionally, the Company has recognized goodwill of R$16,669 in 2000 related
to acquisition of minority interest on Telepar Celular S.A. For Brazilian GAAP
purposes such goodwill has been amortized for a period of 10 years. For US GAAP
purposes, the goodwill is not subject to amortization beginning January 1,
2002. The amount of such amortization on December 31, 2002 is R$1,779. Based on
managements assessment of the fair value of the Companys recorded goodwill,
there was no impairment recorded for US GAAP purposes as of December 31, 2002.
Management will make annual assessments of such goodwill as required by SFAS
142.
|   
|(j) |  | Dividends and Interest on shareholders equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | Under Brazilian Corporate Law, proposed dividends are accrued for in the
financial statements in advance of their approval at the Annual General
Shareholders Meeting, which is usually a merely formality.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | In December 31, 2001 and 2002, the related dividends were fully accrued, since
the approval by the Annual General Shareholders Meeting is considered more
likely than not to occur. Interest on shareholders equity paid or credited to
shareholders as capital remuneration under Brazilian legislation would be
considered as declared for US GAAP purposes.                                                                                                                                                                                                                                                                                      

F-62



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(k) |  | Corporate Reorganization  acquisition of minority interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | As mentioned in the footnote 1.d, the Company concluded a corporate
reorganization on December 26, 2002 in which Telepar Celular S.A. acquired the
Company and minority interest in the other two subsidiaries, Telesc Celular
S.A. and CTMR Celular S.A., being the owner of 100% of those subsidiaries.
Under Brazilian GAAP the accounting was a capital increase by the book value of
the two subsidiaries at Telepar Celular S.A. and a contra account in
investments. For the consolidated financial statements purposes this investment
was eliminated.
|   
|    |  | For US GAAP purposes, such corporate reorganization was recorded using the
purchase method in accordance with SFAS 141 and was recorded based on the fair
value.                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | On a consolidated level for US GAAP purposes, the Company recorded an asset of
R$14,520 and increase in minority interest. The effect on operating and net
income is not significant.                                                                                                                                                                                                                                                                                                                                                                         
|   
|II  |  | Changes in shareholders equity under US GAAP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|                             |                                                                                                                                    |  |         |         |  
|---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- |  | ------- | ------- | -
|Balance on December 31, 1999 |                                                                                                                                    |  | 563,163 |        
|                             |                                                                                                                                    |  |         |        
|                             | Additional capital provided by the controlling shareholder (tax benefit in the
amortization of the goodwill paid at privatization) |  |         | 205,502 |  
|                             | Net income for the year                                                                                                            |  |         | 6,673   |  
|                             | Interest on shareholders equity                                                                                                   |  |         | (2,515  | )
|                             |                                                                                                                                    |  |         |        
|Balance on December 31, 2000 |                                                                                                                                    |  | 772,823 |        
|                             |                                                                                                                                    |  |         |        
|                             | Net income for the year                                                                                                            |  |         | 48,111  |  
|                             | Dividends paid in 2001                                                                                                             |  |         | (9,241  | )
|                             | Dividends and Interest on shareholders equity                                                                                     |  |         | (21,641 | )
|                             |                                                                                                                                    |  |         |        
|Balance on December 31, 2001 |                                                                                                                                    |  | 790,052 |        
|                             |                                                                                                                                    |  |         |        
|                             | Net income for the year                                                                                                            |  |         | 87,992  |  
|                             | Dividends and Interest on shareholders equity                                                                                     |  |         | (28,773 | )
|                             |                                                                                                                                    |  |         |        
|Balance on December 31, 2002 |                                                                                                                                    |  | 849,271 |        
|                             |                                                                                                                                    |  |         |        

F-63



---



##### Table of Contents





|    |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|III |  | Additional disclosures required by US GAAP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(a) |  | Pension and other post-retirement benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | As discussed in Note 20 the Company, and practically all other companies
belonging to the Telebrás System, participates in multi-employer defined post
retirement pension and other benefits plans operated and managed by Sistel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |  | In December 1999, the Company and the other companies participating in the
plans identified in these consolidated financial statements as PBS-A-Sistel and
PAMA-Sistel reached an agreement to remove the active employees from the
pension plan and create a new plan for each one of the new holding companies,
including the Company (PBS-Tele Celular Sul and PAMA-Tele Celular Sul plans as
identified in Note 20). The parties agreed to allocate the plan assets based on
the reserves under the Brazilian Corporate Law. The allocation of the initial
transition liabilities and non-amortized gains and losses was based on the
projected benefit liability (PBO) of each individual employer divided by the
total Sistel PBO in December 31, 1999, under SFAS 87. Retirees of the new
holding companies participating in the Sistel-defined pension plan would remain
as part of the Sistel multi-employer defined plan. The post-retirement health
benefit plans would also remain as multi-employer defined plans; Sistel,
however, no longer subsidizes life insurance premiums for retirees.
|   
|    |  | Since the withdrawal of the participating active employees was probable and the
effect reasonable estimable at December 31, 1999, the Company recorded a charge
in income for the year ended December 31, 1999 to recognize the liability of
active employees, amounting to R$18,368. The Company remains liable for
contributing to the multi-employer defined plan, but no additional provision,
other than the contributions due on the accrual basis, was recorded for the
multi-employer plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-64



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated
|
| |  | The funding status on December 31, 2001 and 2002 for the pension plan for the
active employees (PBS-Tele Celular Sul) is summarized below:             

|                                               |            |  |              |         |      |  |         |         |  
|---------------------------------------------- | ---------- |  | ------------ | ------- | ---- |  | ------- | ------- | -
|                                               |            |  | December 31,
|                                               |            |  |             
|                                               |            |  | 2001         |         | 2002
|                                               |            |  |              |         |     
|Pension plan funded status:                    |            |  |              |         |      |  |         |        
|Accumulated benefit obligation (ABO):          |            |  |              |         |      |  |         |        
|                                               | Vested     |  |              | (6,281  | )    |  |         | (8,745  | )
|                                               | Not vested |  |              | (20,688 | )    |  |         | (24,262 | )
|                                               |            |  |              |         |      |  |         |         |  
|                                               | Total      |  |              | (26,969 | )    |  |         | (33,007 | )
|Projected benefit obligation (PBO)             |            |  | (35,545      | )       |      |  | (43,660 | )      
|Fair value of the plan assets                  |            |  | 31,561       |         |      |  | 41,592  |        
|                                               |            |  |              |         |      |  |         |         |  
|Projected liabilities in excess of assets      |            |  | (3,984       | )       |      |  | (2,068  | )      
|Unrecognized gains                             |            |  | (18,557      | )       |      |  | (19,054 | )      
|Unrecognized net transition obligation, net    |            |  | 5,294        |         |      |  | 4,626   |        
|                                               |            |  |              |         |      |  |         |         |  
|Liabilities recognized in equity under US GAAP |            |  | 17,247       |         |      |  | 16,496  |        
|                                               |            |  |              |         |      |  |         |         |  



| |  | The components of net periodic benefit cost for the PBS-Tele Celular Sul plan
for the years ended December 31, 2000, 2001 and 2002 are as follows:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|                                        |  |              |        |      |  |      |        |   |  |  |        |  
|--------------------------------------- |  | ------------ | ------ | ---- |  | ---- | ------ | - |  |  | ------ | -
|                                        |  | December 31,
|                                        |  |             
|                                        |  | 2000         |        | 2001 |  | 2002
|                                        |  |              |        |      |  |     
|Service cost                            |  |              | (1,043 | )    |  |      | (975   | ) |  |  | (1,307 | )
|Interest cost                           |  |              | (3,213 | )    |  |      | (3,533 | ) |  |  | (3,996 | )
|Expected return on plan assets          |  |              | 2,658  |      |  |      | 3,999  |   |  |  | 4,674  |  
|Amortization of unrecognized gains      |  |              | 650    |      |  |      | 992    |   |  |  | 935    |  
|Amortization of transitional obligation |  |              | (667   | )    |  |      | (667   | ) |  |  | (667   | )
|                                        |  |              |        |      |  |      |        |   |  |  |        |  
|Net periodic benefit cost               |  |              | (1,615 | )    |  |      | (184   | ) |  |  | (361   | )
|                                        |  |              |        |      |  |      |        |   |  |  |        |  

F-65



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                         
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated  
|
| |  | The change in benefit obligation and plan assets related to the PBS- Tele
Celular Sul plan for the years ended December 31, 2001 and 2002 are as follows:

|                                                  |  |              |         |      |  |  |         |  
|------------------------------------------------- |  | ------------ | ------- | ---- |  |  | ------- | -
|                                                  |  | December 31,
|                                                  |  |             
|                                                  |  | 2001         |         | 2002
|                                                  |  |              |         |     
|Projected benefit obligation at beginning of year |  |              | (31,737 | )    |  |  | (35,545 | )
|Service cost                                      |  |              | (975    | )    |  |  | (1,307  | )
|Interest cost                                     |  |              | (3,533  | )    |  |  | (3,996  | )
|Benefits paid                                     |  |              | (599    | )    |  |  | (472    | )
|Actuarial gain (loss)                             |  |              | 1,299   |      |  |  | (2,340  | )
|                                                  |  |              |         |      |  |  |         |  
|Projected benefit obligation at end of year       |  |              | (35,545 | )    |  |  | (43,660 | )
|                                                  |  |              |         |      |  |  |         |  
|Change in plan assets                             |  |              |         |      |  |  |         |  
|Fair value of plan assets at beginning of year    |  |              | 27,475  |      |  |  | 31,561  |  
|Actual return on plan assets                      |  |              | 2,152   |      |  |  | 8,406   |  
|Contributions                                     |  |              | 2,533   |      |  |  | 2,097   |  
|Benefits paid                                     |  |              | (599    | )    |  |  | (472    | )
|                                                  |  |              |         |      |  |  |         |  
|Fair value of plan assets at end of year          |  |              | 31,561  |      |  |  | 41,592  |  
|                                                  |  |              |         |      |  |  |         |  



| |  | A summary of the funding status of the Sistel (PBS-A- Sistel) pension plan on
December 31, 2001 and 2002 for the multi-employer plan is presented below:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                        |  |              |            |      |  |  |            |  
|--------------------------------------------------------------------------------------- |  | ------------ | ---------- | ---- |  |  | ---------- | -
|                                                                                        |  | December 31,
|                                                                                        |  |             
|                                                                                        |  | 2001         |            | 2002
|                                                                                        |  |              |            |     
|Projected benefit obligation (PBO)                                                      |  |              | (2,809,643 | )    |  |  | (2,922,542 | )
|Fair value of the plan assets                                                           |  |              | 3,214,439  |      |  |  | 3,684,884  |  
|                                                                                        |  |              |            |      |  |  |            |  
|(Projected liabilities in excess of assets) Excess of assets over
projected liabilities |  |              | 404,796    |      |  |  | 762,342    |  
|Unrecognized actuarial gains                                                            |  |              | (1,534,831 | )    |  |  | (1,690,371 | )
|Unrecognized transition liabilities, net                                                |  |              | 487,420    |      |  |  | 426,032    |  
|                                                                                        |  |              |            |      |  |  |            |  
|Liabilities recognized in equity under US GAAP                                          |  |              | (642,615   | )    |  |  | (501,997   | )
|                                                                                        |  |              |            |      |  |  |            |  



| |  | The actuarial assumptions for 2001 and 2002 used in the computation of the
funding status of the PBS-A-Sistel and PBS-Tele Celular Sul were the following:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                              |  |      |       |      |  |  |       |  
|------------------------------------------------------------- |  | ---- | ----- | ---- |  |  | ----- | -
|                                                              |  | 2001 |       | 2002
|                                                              |  |      |       |     
|Discount rates to determine the projected benefit liabilities |  |      | 11.30 | %    |  |  | 11.30 | %
|Rate of growth in compensation levels                         |  |      | 8.15  | %    |  |  | 8.15  | %
|Expected long-term rate of return for the plan assets         |  |      | 14.45 | %    |  |  | 14.45 | %

F-66



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | As mentioned in the note 20.d, the Company changed its pension plan to a
defined contribution pension plan, TIMPREV. Migration to this new plan was
exercised up to January 29, 2003 and approximately 94% of the participants
migrated to the new plan. TIMPREV became effective as of February 2, 2003 and
the Company asked for its actuaries to calculate the effects of the curtailment
and the settlement as of February 28, 2003, which is used only for disclosure
purposes, since the effectiveness of the migration to the new plan occurred in
2003.
|
| |  | The effects of such curtailment and settlement for the active employees
(PBS-Tele Celular Sul) are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|                                                                     |                                           |            |             |             |           |            |           |            |     |  |         |        |             |  |         |        |  
|-------------------------------------------------------------------- | ----------------------------------------- | ---------- | ----------- | ----------- | --------- | ---------- | --------- | ---------- | --- |  | ------- | ------ | ----------- |  | ------- | ------ | -
|                                                                     |                                           |            | Before      |             |           |            |           |            |     |  |         |        | After      
|                                                                     |                                           |            | Curtailment |             |           |            |           |            |     |  |         |        | Curtailment
|                                                                     |                                           |            | and         |             | Effect of |            | Effect of |            | and
|PBS  Tele Celular Sul                                               |                                           | Settlement |             | Curtailment |           | Settlement |           | Settlement
|                                                                     |                                           |            |             |             |           |            |           |           
|1. Projected benefit obligation (PBO)                                |                                           |            | 44,786      |             |           |            | (6,030    | )          |     |  | (27,712 | )      |             |  | 11,044  |       
|2. Plan assets at fair value                                         |                                           |            | (42,428     | )           |           |            |          |            |     |  | 27,712  |        |             |  | (14,716 | )     
|                                                                     |                                           |            |             |             |           |            |           |            |     |  |         |        |             |  |         |       
|3. Funded status                                                     |                                           |            | 2,358       |             |           |            | (6,030    | )          |     |  |        |        |             |  | (3,672  | )     
|4. Unrecognized items                                                |                                           |            |             |             |           |            |           |            |     |  |         |        |             |  |         |       
|                                                                     | (a) Initial transition obligation (asset) |            |             | 4,516       |           |            |           | (4,232     | )   |  |         |       |             |  |         | 284    |  
|                                                                     | (b) (Gain) & loss                         |            |             | (18,506     | )         |            |           |           |     |  |         | 13,232 |             |  |         | (5,274 | )
|                                                                     |                                           |            |             |             |           |            |           |            |     |  |         |        |             |  |         |       
|5. Accrued / (prepaid) post-retirement
benefit liability (3-(4a+4b)) |                                           |            | 16,348      |             |           |            | (1,798    | )          |     |  | (13,232 | )      |             |  | 1,318   |       
|                                                                     |                                           |            |             |             |           |            |           |            |     |  |         |        |             |  |         |       



|(b) |  | Statement of cash flows                                                                                                                                                                                                                                                                                                                            
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Accounting principles under the Brazilian Corporate Law require presentation of
a statement of changes in financial position reflecting the sources and uses of
funds. A statement of cash flows was prepared based on SFAS 95  Statements of
Cash Flows,to complement the information disclosed under Brazilian Corporate
Law is presented below:

F-67



---



##### Table of Contents



| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated

|                     |                                                                      |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |          |          |         |         |  
|-------------------- | -------------------------------------------------------------------- | ----------------------------------------------------------------- | -------------------------------------------- | ------------------------------- | -------- | ----------------------- | ------- | -------- | -------- | ------- | ------- | -------- | -------- | ------- | ------- | -
|                     |                                                                      |                                                                   |                                              |                                 |          | Year ended December 31,
|                     |                                                                      |                                                                   |                                              |                                 |          |                        
|                     |                                                                      |                                                                   |                                              |                                 |          | 2000                    |         | 2001     |          | 2002   
|                     |                                                                      |                                                                   |                                              |                                 |          |                         |         |          |          |        
|Operating activities |                                                                      |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |         
|                     | Net income for the year                                              |                                                                   |                                              | 15,368                          |          |                         |         | 59,889   |          |         |         | 65,774   |         
|                     | Adjustments to reconcile income to the cash generated by operations: |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |          |         
|                     |                                                                      |                                                                   | Depreciation and amortization                |                                 |          | 156,089                 |         |          |          | 174,733 |         |          |          | 201,763 |        
|                     |                                                                      |                                                                   | Effects of non-consolidation of TIMnet.com   |                                 |          |                        |         |          |          | (4,736  | )       |          |          |        |        
|                     |                                                                      |                                                                   | Losses on non-operational investments        |                                 |          |                         |         |          |          |        |         |          |          | (753    | )      
|                     |                                                                      |                                                                   | Equity losses of affiliate                   |                                 |          |                        |         |          |          | 1,888   |         |          |          | 4,288   |        
|                     |                                                                      |                                                                   | Loss on disposal                             |                                 |          | 372                     |         |          |          | 883     |         |          |          | 2,171   |        
|                     |                                                                      |                                                                   | Minority interest                            |                                 |          | (2,998                  | )       |          |          | 10,979  |         |          |          | 9,895   |        
|                     |                                                                      |                                                                   | Foreign exchange variation of loans          |                                 |          | 11,925                  |         |          |          | 17,341  |         |          |          | 34,262  |        
|                     |                                                                      |                                                                   | Changes in operating assets and liabilities: |                                 |          |                         |         |          |          |         |         |          |          |         |        
|                     |                                                                      |                                                                   |                                              | Trade accounts receivable       |          |                         | 72,260  |          |          |         | (15,343 | )        |          |         | (16,620 | )
|                     |                                                                      |                                                                   |                                              | Allowance for doubtful accounts |          |                         | (8,332  | )        |          |         | (5,881  | )        |          |         | (319    | )
|                     |                                                                      |                                                                   |                                              | Inventories                     |          |                         | 32,628  |          |          |         | (9,491  | )        |          |         | 6,283   |  
|                     |                                                                      |                                                                   |                                              | Recoverable taxes               |          |                         | (2,955  | )        |          |         | 15,391  |          |          |         | (10,932 | )
|                     |                                                                      |                                                                   |                                              | Deferred taxes                  |          |                         | (25,161 | )        |          |         | (15,749 | )        |          |         | 29,067  |  
|                     |                                                                      |                                                                   |                                              | Other current assets            |          |                         | (7,740  | )        |          |         | 15,556  |          |          |         | 7,816   |  
|                     |                                                                      |                                                                   |                                              | Other long-term assets          |          |                         | (2,514  | )        |          |         | (352    | )        |          |         | (6,830  | )
|                     |                                                                      |                                                                   |                                              | Salaries and social charges     |          |                         | 1,107   |          |          |         | 3,893   |          |          |         | 1,032   |  
|                     |                                                                      |                                                                   |                                              | Accounts payable                |          |                         | (65,857 | )        |          |         | (35,335 | )        |          |         | 60,288  |  
|                     |                                                                      |                                                                   |                                              | Taxes and contributions payable |          |                         | 23,335  |          |          |         | 20,909  |          |          |         | 35,630  |  
|                     |                                                                      |                                                                   |                                              | Accrued interest                |          |                         | 1,442   |          |          |         | 592     |          |          |         | 566     |  
|                     |                                                                      |                                                                   |                                              | Provision for contingencies     |          |                         | (3,523  | )        |          |         | 4,578   |          |          |         | 2,856   |  
|                     |                                                                      |                                                                   |                                              | Pension plan liabilities        |          |                         | 294     |          |          |         | 65      |          |          |         | 594     |  
|                     |                                                                      |                                                                   |                                              | Other current liabilities       |          |                         |        |          |          |         | 9,813   |          |          |         | 4,537   |  
|                     |                                                                      |                                                                   |                                              | Other non-current liabilities   |          |                         |        |          |          |         |         |          |          |         | (75     | )
|                     |                                                                      |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |         
|                     | Net cash provided by operating activities                            |                                                                   |                                              | 195,740                         |          |                         |         | 249,623  |          |         |         | 431,293  |         
|                     |                                                                      |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |         
|                     | Investing activities:                                                |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |          |         
|                     |                                                                      | Marketable securities                                             |                                              |                                 |         |                         |         |          | (134,397 | )       |         |          | (287,290 | )      
|                     |                                                                      | Investments purchases                                             |                                              |                                 |         |                         |         |          | (11,100  | )       |         |          | (926     | )      
|                     |                                                                      | Acquisition of property, plant and equipment and deferred charges |                                              |                                 | (204,310 | )                       |         |          | (147,299 | )       |         |          | (67,739  | )      
|                     |                                                                      |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |         
|                     | Net cash provided by investing activities                            |                                                                   |                                              | (204,310                        | )        |                         |         | (292,796 | )        |         |         | (355,955 | )       
|                     |                                                                      |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |         
|                     | Financing activities:                                                |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |          |         
|                     |                                                                      | Loan and financing payments                                       |                                              |                                 | (432,606 | )                       |         |          | (36,332  | )       |         |          | (47,563  | )      
|                     |                                                                      | Funds borrowed                                                    |                                              |                                 | 549,827  |                         |         |          |         |         |         |          |         |        
|                     |                                                                      | Dividends and interest on shareholders equity paid               |                                              |                                 | (11,305  | )                       |         |          | (10,172  | )       |         |          | (18,709  | )      
|                     |                                                                      | Dividends paid by subsidiaries to minority shareholders           |                                              |                                 | (2,421   | )                       |         |          | (1,870   | )       |         |          | (3,381   | )      
|                     |                                                                      |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |         
|                     | Net cash provided by (used in) financing activities                  |                                                                   |                                              | 103,495                         |          |                         |         | (48,374  | )        |         |         | (69,653  | )       
|                     |                                                                      |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |         
|                     |                                                                      | Net increase (decrease) in cash and cash equivalents              |                                              |                                 | 94,925   |                         |         |          | (91,547  | )       |         |          | 5,685    |        
|                     |                                                                      | Cash and cash equivalents at the beginning of the year            |                                              |                                 | 2,084    |                         |         |          | 97,009   |         |         |          | 5,462    |        
|                     |                                                                      | Cash and cash equivalents at year end                             |                                              |                                 | 97,009   |                         |         |          | 5,462    |         |         |          | 11,147   |        
|                     |                                                                      |                                                                   |                                              |                                 |          |                         |         |          |          |         |         |         

F-68



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated



| |  | Additional cash flow information
| |  | --------------------------------

|                                                            |  |  |         |  |  |  |        |  |  |  |        | 
|----------------------------------------------------------- |  |  | ------- |  |  |  | ------ |  |  |  | ------ | 
|Income taxes paid                                           |  |  | 19,148  |  |  |  | 10,896 |  |  |  | 14,007 | 
|Interest paid                                               |  |  | 42,262  |  |  |  | 42,086 |  |  |  | 42,606 | 
|Holding Company credits capitalized in Telepar Celular S.A. |  |  | 114,312 |  |  |  |       |  |  |  |       | 



|(c) |  | New accounting standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | In June of 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets, which requires that goodwill and intangible assets with indefinite
useful lives no longer be amortized; however, these assets must be reviewed at
least annually for impairment. Intangible assets with finite useful lives will
continue to be amortized over their respective useful lives. The standard also
establishes specific guidance for testing for impairment of goodwill and
intangible assets with indefinite useful lives. Application of SFAS 142 in
earlier years would have resulted in a reduction in goodwill of R$416 and
R$1,691 in 2000 and 2001, respectively which would have resulted in net income,
net of tax effect, under US GAPAP of R$6,948 and R$49,227, respectively.                                                                                                                                                                                                                              
|   
|    |  | In June of 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations, on the accounting for obligations associated with the retirement
of long-lived assets. SFAS 143 requires a liability to be recognized in the
financial statements for retirement obligations meeting specific criteria. SFAS
143 is effective for fiscal years beginning after June 15, 2002. The Company
believes that adoption of this statement will not have a significant impact on
its financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS 144 amends existing accounting guidance on
asset impairment and provides a single accounting model for long-lived assets
to be disposed of. Among other provisions, the new rules change the criteria
for classifying an asset as held-for-sale. The standard also broadens the scope
of businesses to be disposed of that qualify for reporting as discontinued
operations, and changes the timing of recognizing losses on such operations.
The provisions of SFAS 144 will be effective for the Companys fiscal year 2002
and will be applied prospectively. The Company is currently in the process of
evaluating the potential impact that the adoption of SFAS 144 will have on its
consolidated financial position and results of operations, but believes that
adoption of this statement will not have a significant impact on its
consolidated financial position or results of operations.

F-69



---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated



| |  | In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS 146 provides guidance related to
accounting for costs associated with disposal activities covered by SFAS 144 or
with exit or restructuring activities previously covered by Emerging Issues
Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). SFAS 146 supersedes EITF 94-3 in its
entirety. SFAS 146 requires that costs related to exiting an activity or to a
restructuring not be recognized until the liability is incurred. SFAS 146 will
be applied prospectively to exit or disposal activities that are initiated
after December 31, 2002.                                                                                                                                                                                          
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation, Transition and Disclosure. SFAS 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. SFAS 148 also requires that
disclosures of the pro forma effect of using the fair value method of
accounting for stock-based employee compensation be displayed more prominently
and in a tabular format. The transition and annual disclosure requirements of
SFAS 148 are effective for the Companys fiscal ending after December 15, 2002.
The Company does not expect SFAS 148 to have a material effect on its results
of operations or financial condition.                                                                                                                                                                                                                                                           
|
| |  | In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107
and a rescission of FASB Interpretation No. 34.This Interpretation elaborates
on the disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under guarantees issued. The
Interpretation also clarifies that a guarantor is required to recognize, at
inception of a guarantee, a liability for the fair value of the obligation
undertaken. The initial recognition and measurement provisions of the
Interpretation are applicable to guarantees issued or modified after December
31, 2002 and are not expected to have a material effect on the Companys
financial statements. The disclosure requirements are effective for financial
statements of interim or annual periods ending after December 15, 2002.

F-70





---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated



| |  | In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Entities, an interpretation of Account Research Bulletin  ARB No. 51.
This Interpretation addresses consolidation by business enterprises of variable
interests entities which have one of the following characteristics:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | i)  |  | the investment at risk is not sufficient to permit the entity to finance
its activities without additional subordinated financial support from
other parties, which is provided through other interests that will absorb
some or all the expected losses of the entity.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ii) |  | the equity investors lack on or more of the following essential
characteristics of a controlling financial interest:                                                                                                                                                   
|

| | a) |  | the direct or indirect ability to make decisions about the entitys
activities through voting rights or similar rights.                                 
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | the obligation to absorb the expected losses of the entity if they
occur, which makes it possible for the entity to finance its activities              
|
| | c) |  | the right to receive the expected residual returns of the entity if
they occur, which is the compensation for the risk of absorbing the
expected losses.



|    |  | The disclosure requirements is immediately effective for all variable interest
entities created after January 31, 2003 and for the fiscal year or interim
period beginning after June 15, 2003 for variable entities in which an
enterprise holds a variable interest that is acquired before February 1, 2003.
The initial recognition of the Interpretation is applicable after December 31,
2002 and is not expected to have effect on the Companys financial statements.                
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(d) |  | Segment information                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | Accounting principles under the Brazilian Corporate Law do not require
disclosure of information on business segments.                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | Under US GAAP, SFAS No 131, Disclosures about Segments of an Enterprise and
Related Information sets forth the rules under which publicly traded companies
are obliged to disclose financial and descriptive information on their business
segments. Management is of the opinion that the Company and its subsidiaries
operate in a single business segment as telecommunication services providers
and, therefore, the disclosure of information requirements under US GAAP do not
apply.

F-71





---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated



|(e) |  | Additional information under US GAAP
|--- |  | ------------------------------------

|                                            |  |      |        |      |  |      |           |   |  |  |           |  
|------------------------------------------- |  | ---- | ------ | ---- |  | ---- | --------- | - |  |  | --------- | -
|                                            |  | 2000 |        | 2001 |  | 2002
|                                            |  |      |        |      |  |     
|Total assets                                |  |      |        |      |  |      | 1,505,553 |   |  |  | 1,713,002 |  
|                                            |  |      |        |      |  |      |           |   |  |  |           |  
|Valuation allowance on social contribution  |  |      |        |      |  |      | (24,180   | ) |  |  |          |  
|Financial instruments                       |  |      |        |      |  |      | 9,172     |   |  |  | 28,271    |  
|Fair value on financial instruments         |  |      |        |      |  |      | 2,515     |   |  |  | 10,226    |  
|Asset on minority interest acquisition      |  |      |        |      |  |      |          |   |  |  | 14,520    |  
|Property, plant and equipment               |  |      |        |      |  |      | 1,335,426 |   |  |  | 1,379,529 |  
|Accumulated depreciation                    |  |      |        |      |  |      | (543,984  | ) |  |  | (711,480  | )
|                                            |  |      |        |      |  |      |           |   |  |  |           |  
|Property, plant and equipment, net          |  |      |        |      |  |      | 791,442   |   |  |  | 668,049   |  
|                                            |  |      |        |      |  |      |           |   |  |  |           |  
|Advertising expenses for the year           |  |      | 32,346 |      |  |      | 35,440    |   |  |  | 33,927    |  
|                                            |  |      |        |      |  |      |           |   |  |  |           |  
|Research and development costs for the year |  |      | 1,051  |      |  |      | 627       |   |  |  |          |  
|                                            |  |      |        |      |  |      |           |   |  |  |           |  



|(f) |  | Termination benefits                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Companies are required to deposit 8% of the gross salary of each employee
to an account under the employees name for Fundo de Garantia do Tempo de
Serviço (FGTS  Workers Compensation Fund). No other contribution to the FGTS
is required. Contributions are recorded as they occur.                                                                                                                                    
|   
|    |  | Brazilian labor law requires the Company to pay additional compensation to
employees terminated without cause, equivalent to 50% of the total amount of
deposits already made by the Company to the individual employees FGTS account,
for the period such employee worked for the Company. The total termination
compensation actually paid in the years ended on December 31, 2001 and 2002 was
R$143 and R$244, respectively.
|   
|(g) |  | Comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | Under US GAAP, the Company adopted SFAS No 130, Reporting Comprehensive
Income. Comprehensive income is not different from net income under US GAAP.                                                                                                                                                                                                                                                                           

F-72





---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated



|(h) |  | Earnings per share                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Under Brazilian Corporate Law, earnings per share are determined based upon the
total number of shares, common and preferred, outstanding as of the end of the
period.                                                                                                                                                                                                                                                                                                           
|   
|    |  | Under US GAAP, earnings per share are determined based upon the weighted
average number of shares outstanding during the period. Entities whose capital
structures include securities that may participate in dividends with common
stocks according to a predetermined formula should use the two-class method of
computing earnings per share as described in SFAS N.o 128, Earnings per
Share.                                                                              
|   
|    |  | Since the preferred and common shareholders have different dividend, voting and
liquidation rights, basic earnings per share has been calculated using the
two-class method. The two-class method is an earnings allocation formula
that determines earnings per share for preferred and common shares according to
the dividends to be paid as required by the Companys by-laws and participation
rights in undistributed earnings.                                        
|   
|    |  | Basic earnings per common share is computed by reducing net income by
distributable and undistributable net income available to preferred
shareholders and dividing net income available to common shareholders by the
weighted-average number of common shares outstanding during the period. Net
income available to preferred shareholders is the sum of the preferred
dividends distributable net income and the preferred shareholders portion of
undistributed net income.
|   
|    |  | Undistributed net income is computed by deducting preferred dividends and
common dividends from net income. Undistributed net income is shared equally on
a per share basis by the preferred and common shareholders. Options issued
under the Companys stock options plan are antidilutive for each of the years
presented. Therefore, diluted earnings per share equals basic earnings per
share.                                                                             
|   
|    |  | Under the Companys bylaws, if the Company is able to pay dividends in excess
of the minimum requirement for preferred shareholders and the remainder of the
net income is sufficient to provide equal dividends to both common and
preferred shareholders, then the earnings per share will be the same for both
common and preferred shareholders.                                                                                                                             

F-73





---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated



| |  | The following table sets forth the computation of basic and diluted earnings
per thousand of common shares:
| |  | -----------------------------------------------------------------------------------------------------------

|             |                                                   |                                                                                                              |  |                         |         |      |  |        |         |   |  |        |         |  
|------------ | ------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ |  | ----------------------- | ------- | ---- |  | ------ | ------- | - |  | ------ | ------- | -
|             |                                                   |                                                                                                              |  | Year ended December 31,
|             |                                                   |                                                                                                              |  |                        
|             |                                                   |                                                                                                              |  | 2000                    |         | 2001 |  | 2002  
|             |                                                   |                                                                                                              |  |                         |         |      |  |       
|Numerator:   |                                                   |                                                                                                              |  |                         |         |      |  |        |         |   |  |       
|             | Net income for the year under US GAAP             |                                                                                                              |  | 6,673                   |         |      |  | 48,111 |         |   |  | 87,992 |        
|             |                                                   | Net income available to preferred
shareholders  numerator for basic and
diluted earnings per thousand share |  |                         | (6,624  | )    |  |        | (30,044 | ) |  |        | (54,804 | )
|             |                                                   |                                                                                                              |  |                         |         |      |  |        |         |   |  |       
|             |                                                   | Net income available to common shareholders 
numerator for basic and diluted earnings per
thousand shares   |  |                         | 49      |      |  |        | 18,067  |   |  |        | 33,188  |  
|             |                                                   |                                                                                                              |  |                         |         |      |  |        |         |   |  |       
|Denominator: |                                                   |                                                                                                              |  |                         |         |      |  |        |         |   |  |       
|             | Weighted-average outstanding shares (in millions) |                                                                                                              |  |                         |         |      |  |        |         |   |  |        |        
|             |                                                   | Common                                                                                                       |  |                         | 124,369 |      |  |        | 126,301 |   |  |        | 129,358 |  
|             |                                                   | Preferred                                                                                                    |  |                         | 210,030 |      |  |        | 210,030 |   |  |        | 213,612 |  
|             | Earnings per 1,000 shares (basic and diluted)     |                                                                                                              |  |                         |         |      |  |        |         |   |  |        |        
|             |                                                   | Common shares                                                                                                |  |                         | 0.000   |      |  |        | 0.143   |   |  |        | 0.257   |  
|             |                                                   | Preferred shares                                                                                             |  |                         | 0.032   |      |  |        | 0.143   |   |  |        | 0.257   |  



|(i) |  | Stock Option                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | As mentioned in the footnote 21-j, for Brazilian GAAP purposes there is no
effect in stock option plan since any stock option was exercised up to December
31, 2002.                                                                                                                                                                                                                                                           
|   
|    |  | For US GAAP purposes the Company applies APB Opinion No. 25 in accounting for
its Stock Option Plan. No compensation cost has been recognized for its stock
options in the financial statements in 2001 and 2002. In 2002, the year end
market price was below the exercise price. In 2001, the year end market price
was slightly above the exercise price, resulting in an amount of compensation
cost that was not material.

F-74





---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated



| |  | Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under SFAS No. 123, the per share
weighted-average fair value of stock options granted would have been R$2.97 on
the date of grant using the Black Scholes option-pricing model with the
following weighted-average assumptions: expected dividends of R$28,773 thousand
in 2002, R$31,670 thousand in 2003, R$27,817 thousand in 2004 and R$32,098
thousand in 2005, a risk-free interest rate of 19%, expected life of 5 years,
and expected volatility of 68%. The Companys net income also would have been
reduced to the pro forma amounts indicated below for the respective years:
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                                                     |  |      |        |      |  |  |        |  
|-------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- |  |  | ------ | -
|                                                                                                                     |  | 2001 |        | 2002
|                                                                                                                     |  |      |        |     
|Net income as reported                                                                                               |  |      | 48,111 |      |  |  | 87,992 |  
|Deduct: Total stock-based employee compensation
expense determined under fair value based net of
related tax effects |  |      | (1,066 | )    |  |  | (1,599 | )
|Pro forma net income                                                                                                 |  |      | 47,045 |      |  |  | 86,393 |  
|Earnings per share                                                                                                   |  |      |        |      |  |  |        |  
|Basic and diluted earnings (losses), in Reais per
thousand preferred and common shares as reported                   |  |      | 0.143  |      |  |  | 0.257  |  
|Proforma basic and diluted earnings (losses), in
Reais per thousand preferred and common shares as
reported          |  |      | 0.140  |      |  |  | 0.252  |  



| |  | Stock option activity during the periods indicated is as follows:
| |  | -----------------------------------------------------------------

|                             |  |           |       |                |  |           |      | 
|---------------------------- |  | --------- | ----- | -------------- |  | --------- | ---- | 
|                             |  |           |       |                |  | Weighted-
|                             |  |           |       |                |  | average  
|                             |  | Number of |       | (Thousands)   
|                             |  | Shares    |       | exercise price
|                             |  |           |       |               
|Balance at December 31, 2000 |  |           |      |                |  |           |     | 
|Granted                      |  |           | 4,073 |                |  |           | 4.27 | 
|Exercised                    |  |           |      |                |  |           |      | 
|Forfeited                    |  |           |      |                |  |           |      | 
|Expired                      |  |           |      |                |  |           |      | 
|                             |  |           |       |                |  |           |      | 
|Balance at December 31, 2001 |  |           | 4,073 |                |  |           | 4.27 | 
|Exercised                    |  |           |       |                |  |           |      | 
|Forfeited                    |  |           |       |                |  |           |      | 
|Expired                      |  |           |       |                |  |           |      | 
|                             |  |           |       |                |  |           |      | 
|Balance at December 31, 2002 |  |           | 4,073 |                |  |           | 4.27 | 

F-75





---



##### Table of Contents





| |  | TELE CELULAR SUL PARTICIPAÇÕES S.A. E CONTROLADA                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2000, 2001 and 2002
All amount in thousand of Brazilian Reais unless otherwise indicated



|32 |  | Subsequent events (Unaudited)                                                                                                                                                                                                                                                                                                                                                                                                         
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | At March 18 2003, the Shareholders Annual Meeting approved the capital
increase of the Company, in name of Bitel Participações, in the amount of
R$29,229, equivalent to the tax benefit generated in the period, in accordance
to the article 7, paragraph 1, of CVM Instruction 319/99. The capital increase
considered the issuance of 5,095,007,583 common shares and 8,413,524,457
preferred shares, both without nominal value.
|  
|   |  | The subscription price was R$1.772 for the common shares and R$2.4010 for the
preferred shares, per 1000 shares. The period for the right of preference
exercise is from March 19, 2003 to April 17, 2003.                                                                                                                                                                                                                            
|  
|   |  | It was also approved the capital increase of R$15,000, in accordance with
article 199 of Law 6,404/76, without issuance of new shares, based on the
exceeding resources remaining from the retained income account and income
reserves, in relation to the Company social capital. Additionally, it was
approved the distribution of dividends as described on Note 21 e.                                                             

F-76





---



##### Table of Contents








|ITEM 19. |  | EXHIBITS
|-------- |  | --------

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  | 
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  | 
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  | 
|1.1 |  | By-laws of the Holding Company as of May 15, 2003, in Portuguese and with a translation into
English.                                                                                                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.1 |  | Deposit Agreement, dated as of June 24, 2002, among the Holding Company, JPMorgan, as
Depositary, and Holders of American Depositary Receipts issued thereunder, filed as Exhibit
2.1 to the Holding Companys Annual Report on Form 20-F filed with the Commission on July 1,
2002 (File #001-14495), incorporated by reference.                                                                                           
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.2 |  | Subordinated Debentures Agreement, dated as of November 9, 2000, among Telpe Celular, as
Issuer, Aporte Distribuidora de Títulos e Valores Mobiliários Ltda., as Fiduciary Agent, and
the Holding Company, as Guarantor (Portuguese), filed as Exhibit 2.2 to the Holding
Companys Annual Report on Form 20-F filed with the Commission on July 1, 2002 (File
#001-14495), incorporated by reference.                      
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.3 |  | Subordinated Debentures Agreement, dated as of November 9, 2000, among Telpe Celular, as
Issuer, Aporte Distribuidora de Títulos e Valores Mobiliários Ltda., as Fiduciary Agent, and
the Holding Company, as Guarantor (English translation), filed as Exhibit 2.3 to the Holding
Companys Annual Report on Form 20-F filed with the Commission on July 1, 2002 (File
#001-14495), incorporated by reference.             
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.4 |  | Amendment to Subordinated Debentures Agreement, dated as of December 1, 2000, among Telpe
Celular, as Issuer, Aporte Distribuidora de Títulos e Valores Mobiliários Ltda., as
Fiduciary Agent, and the Holding Company, as Guarantor (Portuguese), filed as Exhibit 2.4 to
the Holding Companys Annual Report on Form 20-F filed with the Commission on July 1, 2002
(File #001-14495), incorporated by reference.         
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.5 |  | Amendment to Subordinated Debentures Agreement, dated as of December 1, 2000, among Telpe
Celular, as Issuer, Aporte Distribuidora de Títulos e Valores Mobiliários Ltda., as
Fiduciary Agent, and the Holding Company, as Guarantor (English translation), filed as
Exhibit 2.5 to the Holding Companys Annual Report on Form 20-F filed with the Commission on
July 1, 2002 (File #001-14495), incorporated by reference.
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1 |  | Management Assistance Agreement, dated as of October 1, 2000, between the Holding Company
and TIM, filed as Exhibit 4.1 to the Holding Companys Annual Report on Form 20-F filed with
the Commission on July 2, 2001 (File #001-14495), incorporated by reference.                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2 |  | Management Agreement (Contrato de Gestão), dated as of May 2, 2001, by and among the Holding
Company and the Subsidiaries (Portuguese), filed as Exhibit 4.2 to the Holding Companys
Annual Report on Form 20-F filed with the Commission on July 2, 2001 (File #001-14495),
incorporated by reference.                                                                                                                    
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3 |  | Management Agreement (Contrato de Gestão), dated as of May 2, 2001, by and among the Holding
Company and the Subsidiaries (English translation).                                                                                                                                                                                                                                                                            
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.4 |  | Standard Concession Agreement for Mobile Cellular Service, in Portuguese and with a
translation into English, filed as Exhibits 10.1 and 10.2 to the Holding Companys
Registration Statement on Form 20-F filed with the Commission on September 18, 1998 (File
#001-14495), incorporated by reference.                                                                                                                    
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.5 |  | Authorization Agreement for Mobile Cellular Service for Telpe Celular (Portuguese Version).                                                                                                                                                                                                                                                                                                                                 

74



---



##### Table of Contents



|     |  |                                                                                                                                               |  |  |  | 
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|No.  |  | Description                                                                                                                                   |  |  |  | 
|     |  |                                                                                                                                               |  |  |  | 
|4.6  |  | Authorization Agreement for Mobile Cellular Service for Telpe Celular (English Translation).                                                 
|     |  |                                                                                                                                              
|4.7  |  | Authorization Agreement for Mobile Cellular Service for Teleceará Celular (Portuguese
Version).                                              
|     |  |                                                                                                                                              
|4.8  |  | Authorization Agreement for Mobile Cellular Service for Teleceará Celular (English
Translation).                                             
|     |  |                                                                                                                                              
|4.9  |  | Authorization Agreement for Mobile Cellular Service for Teleasa Celular (Portuguese Version).                                                
|     |  |                                                                                                                                              
|4.10 |  | Authorization Agreement for Mobile Cellular Service for Teleasa Celular (English
Translation).                                               
|     |  |                                                                                                                                              
|4.11 |  | Authorization Agreement for Mobile Cellular Service for Telpa Celular (Portuguese Version).                                                  
|     |  |                                                                                                                                              
|4.12 |  | Authorization Agreement for Mobile Cellular Service for Telpa Celular (English Translation).                                                 
|     |  |                                                                                                                                              
|4.13 |  | Authorization Agreement for Mobile Cellular Service for Telern Celular (Portuguese Version).                                                 
|     |  |                                                                                                                                              
|4.14 |  | Authorization Agreement for Mobile Cellular Service for Telern Celular (English Translation).                                                
|     |  |                                                                                                                                              
|4.15 |  | Authorization Agreement for Mobile Cellular Service for Telepisa Celular (Portuguese
Version).                                               
|     |  |                                                                                                                                              
|4.16 |  | Authorization Agreement for Mobile Cellular Service for Telepisa Celular (English
Translation).                                              
|     |  |                                                                                                                                              
|8.1  |  | List of Subsidiaries.                                                                                                                        
|     |  |                                                                                                                                              
|10.1 |  | Certification of President and Financial Executive Officer of the Holding Company, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

75



---



##### Table of Contents






INDEX OF DEFINED TERMS

|                                  |  |      |    | 
|--------------------------------- |  | ---- | -- | 
|                                  |  | Page
|                                  |  |     
|AD                                |  |      | 20 | 
|ADRs                              |  | iii 
|ADSs                              |  | iii 
|American Depositary Shares        |  | iii 
|Anatel                            |  |      | 12 | 
|Anatel Decree                     |  |      | 30 | 
|Bitel                             |  |      | 2  | 
|BONY                              |  |      | 65 | 
|Bovespa                           |  |      | 57 | 
|Brazilian GAAP                    |  |      | 1  | 
|Breakup                           |  |      | 12 | 
|Breakup of Telebrás               |  |      | 12 | 
|BSE                               |  |      | 27 | 
|CADE                              |  |      | 53 | 
|CDI                               |  |      | 37 | 
|Cellular Region                   |  |      | 13 | 
|Center                            |  |      | 30 | 
|Central Bank                      |  |      | 4  | 
|Code                              |  |      | 70 | 
|COFINS                            |  |      | 24 | 
|Commercial Market                 |  |      | 4  | 
|Commission                        |  |      | 1  | 
|Common Shares                     |  | iii 
|Company                           |  | iii 
|Concessions                       |  |      | 12 | 
|Consolidated Financial Statements |  |      | 1  | 
|Corporate Law Method              |  |      | 1  | 
|CSL                               |  |      | 24 | 
|Depositary                        |  |      | 57 | 
|dollars                           |  | iii 
|Draft Decree                      |  |      | 34 | 
|DSL1                              |  |      | 20 | 
|DSL2                              |  |      | 20 | 
|E&Y                               |  |      | 1  | 
|Embratel                          |  |      | 13 | 
|Federal Government                |  | iii 
|Fenattel                          |  |      | 51 | 
|FISTEL                            |  |      | 25 | 
|FISTEL Tax                        |  |      | 25 | 
|Fittel                            |  |      | 51 | 
|Fixed-Line Region                 |  |      | 13 | 
|Floating Market                   |  |      | 4  | 
|FUNTTEL                           |  |      | 24 | 
|FUNTTEL Tax                       |  |      | 24 | 
|FUST                              |  |      | 24 | 
|FUST Tax                          |  |      | 24 | 
|GDP                               |  |      | 16 | 
|General Dividend                  |  |      | 54 | 
|General Telecommunications Law    |  |      | 12 | 
|Goodwill                          |  |      | 2  | 
|Holding Company                   |  | iii 
|IBGE                              |  |      | 16 | 
|ICMS                              |  |      | 23 | 
|IGP-DI                            |  |      | 33 | 
|IGPM                              |  |      | 10 | 
|Incoming Call                     |  |      | 6  | 
|IOF                               |  |      | 69 | 
|IOF/Títulos                       |  |      | 69 | 
|ISS                               |  |      | 24 | 
|JPMorgan                          |  |      | 57 | 
|KPMG                              |  |      | 1  | 
|non-U.S. holder                   |  |      | 70 | 
|off-peak calls                    |  |      | 20 | 
|Olivetti                          |  |      | 15 | 
|Outgoing Call                     |  |      | 6  | 
|Panel                             |  |      | 60 | 
|PBS-TNC Plan                      |  |      | 47 | 
|PCS                               |  |      | 5  | 
|PIS                               |  |      | 24 | 
|Predecessor Companies             |  | iii 
|Preferred Shares                  |  | iii 
|Protocol                          |  |      | 32 | 
|R$                                |  | iii 
|reais                             |  | iii 
|real                              |  | iii 
|Refinancing Agreements            |  |      | 53 | 
|Region                            |  |      | 12 | 
|Rio de Janeiro Stock Exchange     |  |      | 57 | 
|SEMA                              |  |      | 26 | 
|Shareholders Agreement            |  |      | 53 | 
|Sistel                            |  |      | 52 | 
|SMC                               |  |      | 5  | 
|SMS                               |  |      | 18 | 
|Stock Option Plan                 |  |      | 51 | 
|Subsidiaries                      |  | iii 
|tax haven                         |  |      | 68 | 
|Telasa Celular                    |  | iii 
|Tele Nordeste Celular PBS Plan    |  |      | 52 | 
|Telebrás                          |  | iii 
|Telebrás Pension Plan             |  |      | 47 | 
|Telebrás System                   |  |      | 12 | 
|Teleceará Celular                 |  | iii 
|Telecom Italia                    |  |      | 14 | 
|Telecommunications Regulations    |  |      | 12 | 

76



---



##### Table of Contents



|                              |  |      |    | 
|----------------------------- |  | ---- | -- | 
|                              |  | Page
|                              |  |     
|Telepisa Celular              |  | iii 
|Telern Celular                |  | iii 
|Telpa Celular                 |  | iii 
|Telpe Celular                 |  | iii 
|TIM                           |  |      | 8  | 
|timnet.com                    |  |      | 17 | 
|TIMPREV                       |  |      | 52 | 
|TIMPREV-NORDESTE Pension Plan |  |      | 47 | 
|TJLP                          |  |      | 54 | 
|TNE                           |  |      | 13 | 
|U.S. dollars                  |  | iii 
|U.S. GAAP                     |  |      | 1  | 
|U.S. holder                   |  |      | 70 | 
|UGB                           |  |      | 13 | 
|US$                           |  | iii 
|VC1                           |  |      | 20 | 
|VC2                           |  |      | 20 | 
|VC3                           |  |      | 20 | 

77



---



##### Table of Contents






TECHNICAL GLOSSARY

The following explanations are not intended as technical definitions, but
to assist the general reader to understand certain terms as used in this annual
report.

Analog:A mode of transmission or switching which is not digital, e.g.,
the representation of voice, video or other modulated electrical audio signals
which are not in digital form.

Band A Service Provider:A former Telebrás operating subsidiary that has
been granted a concession to provide cellular telecommunications services in a
particular area within a radio spectrum frequency range referred to by Anatel
as Band A.

Band B Service Provider:A cellular service provider that has been
granted a concession to provide cellular telecommunications services in a
particular area within a radio spectrum frequency range referred to by Anatel
as Band B.

Broadband
services:Services characterized by a transmission speed of
2 Mbit/s or more. According to international standards, these services are
as follows: Interactive services, including video
telephone/videoconferencing (both point-to-point and multipoint);

Cellular service:A mobile telecommunications service provided by means
of a network of interconnected low-powered radio base stations, each of which
covers one small geographic cell within the total cellular telecommunications
system service area.

Channel:One of a number of discrete frequency ranges utilized by a radio
base station.

Cloning
fraud:Duplication of the cellular signal of a cellular phone
client, enabling the perpetrator of such duplication to make telephone calls
using the clients signal.

Digital:A mode of representing a physical variable such as speech using
digits 0 and 1 only. The digits are transmitted in binary form as a series of
pulses. Digital networks allow for higher capacity and higher flexibility
through the use of computer-related technology for the transmission and
manipulation of telephone calls. Digital systems offer lower noise
interference and can incorporate encryption as a protection from external
interference.

GSM (Global System Mobile):A standard of digital cellular
telecommunications technology.

Interconnection charge:Amount paid per minute charged by network
operators for the use of their network by other network operators. Also known
as an access charge.

Internet:A collection of interconnected networks spanning the entire
world, including university, corporate, government and research networks from
around the globe. These networks all use the IP (Internet Protocol)
communications protocol.

Network:An interconnected collection of elements. In a telephone
network, these consist of switches connected to each other and to customer
equipment. The transmission equipment may be based on fiber optic or metallic
cable or point-to-point radio connections.

Penetration:The measurement of the take-up of services. At any date,
the penetration is calculated by dividing the number of clients by the
population to which the service is available and multiplying the quotient by
100.

Roaming:A function that enables clients to use their cellular telephone
on networks of service providers other than the one with which they signed
their initial contract.

78



---



##### Table of Contents



Subscription fraud:The use of identification documents of another
individual, either real or forged, to obtain cellular services without paying
for them.

Switch:These are used to set up and route telephone calls either to the
number called or to the next switch along the path. They may also record
information for billing and control purposes.

TDMA (Time Division Multiple Access):A standard of digital cellular
telecommunications technology.

Trunking:Special mobile switching and intercommunication services
undertaken for corporate clients.

Value Added Services:Value Added Services provide additional
functionality to the basic transmission services offered by a
telecommunications network.

Wireless Application Protocol:A specification for a set of
telecommunications protocols to standardize the way that wireless devices, such
as cellular telephones and radio transceivers, can be used to access the
Internet.

WLL (Wireless Local Loop):A technology that permits access to fixed-line
operators switching centers through radio base stations, operating in a
frequency similar to those of cellular service providers.

79



---



##### Table of Contents



SIGNATURES

The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.

| |  |                                          |  |                                                             
| |  | ---------------------------------------- |  | ------------------------------------------------------------
| |  | TELE NORDESTE CELULAR PARTICIPAÇÕES S.A.
| |  |                                          |  |                                                             
| |  | By:                                      |  | /s/ MÁRIO CÉSAR PEREIRA
DE ARAÚJO                           
| |  |                                          |  |                                                             
| |  |                                          |  | Name:    Mário César Pereira de Araújo
Title:      President

Date: June 16, 2003



---



##### Table of Contents



CERTIFICATIONS

I, Mário César Pereira de Araújo, certify that:



|1. |  | I have reviewed this annual report on Form 20-F of Tele Nordeste
Celular Participações S.A.;                                                                                                                                                                                                                            
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:                                                                                                  



| | a. |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to the Company by others
within those entities, particularly during the period in which this
annual report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                           
|
| | c. |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                                 



|5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: June 16, 2003

| |     |                                                             
| | --- | ------------------------------------------------------------
| | By: | /s/  MÁRIO CÉSAR PEREIRA
DE ARAÚJO                          
| |     |                                                             
| |     | Name:    Mário César Pereira de Araújo
Title:      President



---



##### Table of Contents



CERTIFICATIONS

I, Walmir Urbano Kesseli, certify that:



|1. |  | I have reviewed this annual report on Form 20-F of Tele Nordeste
Celular Participações S.A.;                                                                                                                                                                                                                            
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:                                                                                                  



| | a. |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to the Company by others
within those entities, particularly during the period in which this
annual report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                           
|
| | c. |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                                 



|5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: June 16, 2003

| |     |                                                                       
| | --- | ----------------------------------------------------------------------
| | By: | /s/ Walmir Urbano Kesseli                                             
| |     |                                                                       
| |     | Name:    Walmir Urbano Kesseli
Title:      Financial Executive Officer