Provided by MZ Technologies
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of October, 2009

Commission File Number 001-14491
 

 

TIM PARTICIPAÇÕES S.A.
(Exact name of registrant as specified in its charter)
 

TIM PARTICIPAÇÕES S.A.
(Translation of Registrant's name into English)
 

Av. das Américas, 3434, Bloco 1, 7º andar – Parte
22640-102 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
 

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

Form 20-F ___X___ Form 40-F _______

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

Yes _______ No ___X____


A free translation from Portuguese into English of Quarterly     
Financial Information prepared in Brazilian currency and in     
accordance with the accounting practices adopted in Brazil.     
 
FEDERAL GOVERNMENT SERVICE     
BRAZILIAN SECURITIES COMMISSION (CVM)    
QUARTERLY INFORMATION - ITR    Corporate Legislation 
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES    September 30, 2009 
     

REGISTRATION WITH THE CVM DOES NOT IMPLY ANY ANALYSIS OF THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION PROVIDED. 

01.01 – IDENTIFICATION 

1 - CVM CODE 
01763-9 
2 – COMPANY NAME 
TIM PARTICIPAÇÕES S.A.
 
3 - National Corporate Taxpayers' Registration Number – CNPJ 
02.558.115/0001-21
 
4 – State Registration Number – NIRE 
33.3.0027696-3
 

01.02 - HEAD OFFICE 

1 - ADDRESS 
Avenida das Américas, 3434, Bloco 1 7º andar - parte
 
 2 – SUBURB OR DISTRICT 
Barra da Tijuca
 
3 – POSTAL CODE 
22640-102
 
4 – MUNICIPALITY  
Rio de Janeiro 
5 – STATE 
Rio de Janeiro 
6 - AREA CODE 
21
 
7 – TELEPHONE 
4009-3742 
8 – TELEPHONE 
4009-4017
 
9 – TELEPHONE 
-
 
10 – TELEX 
-
 
11 - AREA CODE 
21 
12 – FAX 
4009-3314
 
13 – FAX 
4009-3990
 
14 – FAX 
-
 

- 
15 - E-MAIL 
rtostes@timbrasil.com.br
 

01.03 - INVESTOR RELATIONS OFFICER (Company Mail Address)

1 – NAME 
Claudio Zezza
 
2 – ADDRESS 
Avenida das Américas, 3434, Bloco 1 7º andar - parte
 
3 – SUBURB OR DISTRICT 
Barra da Tijuca 
3 – POSTAL CODE 
22640-102 
4 – MUNICIPALITY 
Rio de Janeiro 
5 – STATE 
Rio de Janeiro
 
6 - AREA CODE 
21 
7 – TELEPHONE 
4009-3742
 
8 – TELEPHONE 
4009-4017
 
9 – TELEPHONE 
-
 
10 – TELEX 
- 
11 - AREA CODE 
21
 
12 – FAX 
4009-3314
 
13 – FAX 
4009-3990 
14 – FAX 
- 

-
 
15 - E-MAIL 
rtostes@timbrasil.com.br
 

01.04 - GENERAL INFORMATION/INDEPENDENT ACCOUNTANT 

CURRENT YEAR  CURRENT QUARTER  PRIOR QUARTER 
1 - BEGINNING  2 – END  3 - QUARTER  4 – BEGINNING  5 – END  6 – QUARTER   7 – BEGINNING  8 – END 
01.01.2009  12.31.2009  3  07.01.2009 09.30.2009  2  04.01.2009  06.30.2009 
9 - INDEPENDENT ACCOUNTANT 
Ernst & Young Auditores Independentes S.S
 
10 - CVM CODE 
00471-5
 
11 – PARTNER RESPONSIBLE 
Claudio Camargo
 
12 – INDIVIDUAL TAXPAYERS’ REGISTRATION NUMBER OF THE PARTNER RESPONSIBLE 
812.937.989-91 

1


01.05 - CAPITAL COMPOSITION

Number of shares
 (Thousand)
Current quarter 
09.30.2009 
Prior quarter 
06.30.2009 
Same quarter in prior year
09.30.2008
 
Paid-up capital 
1 – Common  799,925  799,925  798,351 
2 – Preferred  1,548,522  1,548,522  1,545,476 
3 – Total  2,348,447  2,348,447  2,343,827 
Treasury stock 
4 – Common  0  0  0 
5 – Preferred  0  0  0 
6 – Total  0  0  0 

01.06 – CHARACTERISTICS OF THE COMPANY

1 - TYPE OF COMPANY 
Commercial, industrial and other
 
2 – SITUATION 
Operational
 
3 – NATURE OF OWNERSHIP 
Local Private
 
4 – ACTIVITY CODE 
1130 – Telecommunication
 
5 - MAIN ACTIVITY 
Cellular Telecommunication Services 
6 – TYPE OF CONSOLIDATION 
Full 

7 - TYPE OF REPORT OF INDEPENDENT ACCOUNTANT 
Unqualified 

01.07 - COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS

1 – ITEM  2 - CNPJ  3 – NAME 

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

1 – ITEM  2 – EVENT  3 - DATE APPROVED  4 – AMOUNT  5 - DATE OF PAYMENT  6 - TYPE OF SHARE  7 - AMOUNT PER SHARE 
             

2


01.09 - SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR

1 – ITEM  2 – DATE OF CHANGE  3 – CAPITAL (IN THOUSANDS OF REAIS) 4 - TOTAL CHANGE  (IN THOUSANDS OF REAIS) 5 – NATURE OF CHANGE  7 - NUMBER OF SHARES ISSUED (IN THOUSAND) 8 – SHARE PRICE ON ISSUE DATE (IN REAIS)
                         

01.10 - INVESTOR RELATIONS OFFICER

1 – DATE  2 – SIGNATURE 

3


A free translation from Portuguese into English of Quarterly Financial Information prepared in Brazilian currency and in accordance with the accounting practices adopted in Brazil. 
     
 
FEDERAL PUBLIC SERVICE     
BRAZILIAN SECURITIES COMMISSION (CVM)    
ITR – Quarterly Information    Corporation Law 
COMMERCIAL, INDUSTRIAL & OTHER    As of - 09/30/2009 
 
     
01763-9 TIM PARTICIPAÇÕES S.A.     02.558.115/0001-21 
     
 
     
06.01 – NOTES TO THE QUARTERLY INFORMATION     
     

02.01 BALANCE SHEET ASSETS (in thousands of Reais)

Account Code  Account Description  09/30/2009  06/30/2009 
Total Assets  7.747.254  7.696.716 
1.01  Current Assets  37.979  44.510 
1.01.01  Cash and Cash Equivalents  37.019  43.697 
1.01.01.01  Cash and Cash Equivalents  36.927  43.697 
1.01.01.02  Marketable Securities  92 
1.01.02  Receivables 
1.01.02.01  Trade Accounts Receivable 
1.01.02.02  Sundry Receivables 
1.01.03  Inventories 
1.01.04  Other  960  813 
1.01.04.01  Taxes and Contributions Recoverable  825  597 
1.01.04.02  Dividends and interests on own capital receivable 
1.01.04.03  Other  135  216 
1.02  Non-Current Assets  7.709.275  7.652.206 
1.02.01  Long-Term Assets  12.458  13.355 
1.02.01.01  Sundry Receivables  7.312  7.333 
1.02.01.01.01  Taxes and Contributions Recoverable  7.312  7.333 
1.02.01.02  Intercompany Receivables 
1.02.01.02.01  Affiliates and Equivalent 
1.02.01.02.02  Subsidiaries 
1.02.01.02.03  Other Related Parties 
1.02.01.03  Other  5.146  6.022 
1.02.01.03.01  Escrow Deposits  4.844  5.119 
1.02.01.03.02  Marketable Securities  302  903 
1.02.02  Permanent Assets  7.696.817  7.638.851 
1.02.02.01  Investments  7.693.270  7.635.304 
1.02.02.01.01  Affiliates /Equivalent 
1.02.02.01.02  Affiliates /Equivalent - Goodwill 
1.02.02.01.03  Subsidiaries  7.693.270  7.635.304 
1.02.02.01.04  Subsidiaries - Goodwill 
1.02.02.01.05  Other Investments 
1.02.02.02  Property, Plant and Equipment 
1.02.02.03  Intangible Assets  3.547  3.547 
1.02.02.04  Deferred Charges 

4


02.02 BALANCE SHEET LIABILITIES (in thousands of Reais)

Account Code  Account Description  09/30/2009  06/30/2009 
Total Liabilities  7.747.254  7.696.716 
2.01  Current Liabilities  20.834  31.283 
2.01.01  Loans and Financing 
2.01.02  Debentures 
2.01.03  Suppliers - Trade Payable   226  1.667 
2.01.04  Taxes, rates and contributions  16  13 
2.01.05  Dividends payable  20.564  25.438 
2.01.06  Provisions 
2.01.07  Intercompany Payables 
2.01.08  Other  28  4.165 
2.01.08.01  Labor Obligations  28  24 
2.01.08.02  Other Liabilities  4.141 
2.02  Non-Current Liabilities  29.625  34.238 
2.02.01  Long-Term Liabilities  29.625  34.238 
2.02.01.01  Loans and Financing 
2.02.01.02  Debentures 
2.02.01.03  Provisions  9.245  13.839 
2.02.01.03.01  Provision for Contingencies  4.724  9.256 
2.02.01.03.02  Actuarial Liabilities  4.521  4.583 
2.02.01.04  Intercompany Payables 
2.02.01.05  Advances for Future Capital Increase 
2.02.01.06  Other  20.380  20.399 
2.03  Deferred Income 
2.05  Shareholders' Equity  7.696.795  7.631.195 
2.05.01  Paid up Capital  7.632.371  7.632.371 
2.05.02  Capital Reserves  15.569  15.569 
2.05.03  Revaluation Reserve 
2.05.03.01  Own Assets 
2.05.03.02  Subsidiaries/Affiliates and Equivalent 
2.05.04  Revenue Reserves  147.305  142.516 
2.05.04.01  Legal  111.554  111.554 
2.05.04.02  Statutory 
2.05.04.03  For Contingencies 
2.05.04.04  For Unearned Income 
2.05.04.05  Profit Retention  35.751  30.962 
2.05.04.06  Special for Undistributed Dividends 
2.05.04.07  Other Revenue Reserves 
2.05.05  Equity Valuation Adjustments 
2.05.05.01  Marketable Securities Adjustments 
2.05.05.02  Accumulated Translation Adjustments 
2.05.05.03  Business Combination Adjustments 
2.05.06  Accumulated Income (Loss) (98.450) (159.261)
2.05.07  Advances for Future Capital Increase 

5


03.01 STATEMENTS OF INCOME (in thousands of Reais)

Account Code  Account Description  Amount for Current 
Quarter 07/01/2009 to 
09/30/2009 
Year-to-Date -current 
year 01/01/2009 to 
09/30/2009 
Amount for Prior Year 
Quarter 07/01/2008 to 
09/30/2008 
Year-to-date - prior 
year 01/01/2008 to 
09/30/2008 
3.01  Gross Revenues from Goods Sold and/or Services Rendered 
3.02  Deductions from Gross Revenue 
3.03  Net Operating Revenues from Goods Sold and/or Services Rendered 
3.04  Cost of Goods Sold and/or Services Rendered 
3.05  Gross Income 
3.06  Operating Revenues (Expenses) 59.286  (96.748) (12.053) (203.814)
3.06.01  Sales 
3.06.02  General and Administrative  (735) (6.199) (1.146) (3.863)
3.06.03  Financial  1.300  3.738  1.586  3.887 
3.06.03.01  Financial Income  1.036  3.597  1.505  3.808 
3.06.03.02  Financial Expenses   264   141   81   79 
3.06.04  Other Operating Revenues   504  1.818  201 
3.06.05  Other Operating Expenses   251  (507) (1.154) (3.372)
3.06.06  Equity Pick Up  57.966  (95.598) (11.339) (200.667)
3.07  Operating Loss  59.286  (96.748) (12.053) (203.814)
3.08  Non-operating Result 
3.08.01  Revenues 
3.08.02  Expenses 
3.09  Income Before Taxes /Profit Sharing  59.286  (96.748) (12.053) (203.814)
3.10  Income Tax and Social Contribution  1.525  (1.702)
3.11  Deferred Income Tax 
3.12  Profit Sharing /Statutory Contributions 
3.12.01  Profit Sharing 
3.12.02  Contributions 
3.13  Reversal of Interest on own capital 
3.15  Net Loss for the Period  60.811  (98.450) (12.053) (203.814)

6


04.01 CASH FLOW STATEMENTS - INDIRECT METHOD (in thousands of Reais)

Account Code  Account Description  Amount for Current 
Quarter 07/01/2009 to 
09/30/2009 
Year-to-Date -current 
year 01/01/2009 to 
09/30/2009 
Amount for Prior Year 
Quarter 07/01/2008 to 
09/30/2008 
Year-to-date - prior 
year 01/01/2008 to 
09/30/2008 
4.01  Net cash and cash equivalents generated (used) by operating activities  (8.182) 161.929  (1.691) 73.723 
4.01.01  Cash and cash equivalents generated by operating activities  2.144  (6.013) (1.594) (5.290)
4.01.01.01  Net Loss for the period  60.811  (98.450) (12.053) (203.814)
4.01.01.02  Depreciation and amortization  396  1.186 
4.01.01.03  Equity pick up  (57.966) 95.598  11.339  200.667 
4.01.01.04  Actuarial liabilities  (62) (196)
4.01.01.05  Monet. rest., oblig. discount asset, DJ, cont.  276  142  56  30 
4.01.01.06  Interest on marketable securities  (915) (3.107) (1.332) (3.359)
4.01.02  Variations in assets and liabilities  (10.326) 167.942  (97) 79.013 
4.01.02.01  Taxes and contributions recoverable  (208) (814) (582) (735)
4.01.02.02  Dividends  174.722  79.195 
4.01.02.03  Other current and non-current assets  262  666  (2) (1.227)
4.01.02.04  Labor obligations  (9) (142)
4.01.02.05  Suppliers - trade payable  (1.442) (543) (95) (1.084)
4.01.02.06  Taxes, rates and contributions  (1) 17  18 
4.01.02.07  Provision for contingencies  (4.805) (1.969) 575  1.786 
4.01.02.08  Other current and non-current assets liabilities  (4.139) (4.120) (1) 1.202 
4.01.03  Others 
4.02  Net cash and cash equivalents generated (used) by investment activities  1.425  7.040  23.687  31.745 
4.02.01  Marketable securities  1.425  7.040  23.687  31.745 
4.03  Net cash and cash equivalents generated (used) by financing activities  (13) (168.010) (138) (74.946)
4.03.01  Capital decrease  132.792 
4.03.02  Dividends and interests on own capital paid  (13) (168.010) (138) (207.738)
4.04  Exchange variation on cash and cash equivalents 
4.05  Increase (decrease) on cash and cash equivalents  (6.770) 959  21.858  30.522 
4.05.01  Beginning cash and cash equivalents balance  43.697  35.968  8.721  57 
4.05.02  Ending cash and cash equivalents balance  36.927  36.927  30.579  30.579 

7


05.01 STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FROM 07/01/2009 to 09/30/2009 (in thousands of Reais)

Account Code   Account Description  Capital  Capital Reserves  Revaluation 
Reserves 
Revenues Reserves Retained Losses  Equity Valuation 
Adjustments 
Total 
Shareholder's 
Equity 
5.01  Beginning balance  7.632.371  15.569  142.516  (159.261) 7.631.195 
5.02  Prior year adjustments   - 
5.03  Adjusted balance  7.632.371  15.569  142.516  (159.261) 7.631.195 
5.04  Income (loss) for the period   -  60.811  60.811 
5.05  Allocations   - 
5.05.01  Dividends   - 
5.05.02  Interest on Own Capital   - 
5.05.03  Other Allocations   - 
5.06  Realization of Income Reserves   - 
5.07  Equity Valuation Adjustments   - 
5.07.01  Marketable Securities Adjustments   - 
5.07.02  Accumulated Translation Adjustments   - 
5.07.03  Business Combination Adjustments   - 
5.08  Capital increase (decrease)  - 
5.09  Constitution/Realization of Capital Reserves   - 
5.10  Treasury Stock   - 
5.11  Other Capital Transactions   - 
5.12  Other   -  4.789  4.789 
5.12.01  Lapsed Dividends and Interests on Own Capital   -  4.789  4.789 
5.13  Ending balance  7.632.371  15.569  147.305  (98.450) 7.696.795 

8


05.02 STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FROM 01/01/2009 to 09/30/2009 (in thousands of Reais)

Account Code  Account Description  Capital  Capital Reserves  Revaluation 
Reserves 
Revenues Reserves Retained Losses  Equity Valuation
Adjustments
 
Total 
Shareholder's 
Equity 
5.01  Beginning balance  7.613.610  34.330  142.516  7.790.456 
5.02  Prior year adjustments 
5.03  Adjusted balance  7.613.610  34.330  142.516  7.790.456 
5.04  Income (loss) for the period  (98.450) (98.450)
5.05  Allocations 
5.05.01  Dividends 
5.05.02  Interest on Own Capital 
5.05.03  Other Allocations 
5.06  Realization of Income Reserves 
5.07  Equity Valuation Adjustments 
5.07.01  Marketable Securities Adjustments 
5.07.02  Accumulated Translation Adjustments 
5.07.03  Business Combination Adjustments 
5.08  Capital increase (decrease) 18.761  (18.761)
5.08.01  Capital increase - Reserves reclassification  18.761  (18.761)
5.09  Constitution/Realization of Capital Reserves 
5.10  Treasury Stock 
5.11  Other Capital Transactions 
5.12  Other  4.789  4.789 
5.12.01  Lapsed Dividends and Interests on Own Capital  4.789  4.789 
5.13  Ending balance  7.632.371  15.569  147.305  (98.450) 7.696.795 

9


08.01 CONSOLIDATED BALANCE SHEET ASSETS (in thousands of Reais)

Account Code  Account Description  09/30/2009  06/30/2009 
Total Assets  14.510.688  14.518.318 
1.01  Current Assets  5.029.958  4.812.942 
1.01.01  Cash and Cash Equivalents  959.568  773.112 
1.01.01.01  Cash and Cash Equivalents  944.142  763.029 
1.01.01.02  Marketable Securities  15.426  10.083 
1.01.02  Receivables  2.428.809  2.470.139 
1.01.02.01  Trade Accounts Receivable 
1.01.02.02  Sundry Receivables  2.428.809  2.470.139 
1.01.02.02.01  Accounts Receivable  2.428.809  2.470.139 
1.01.03  Inventories  397.483  439.149 
1.01.04  Other  1.244.098  1.130.542 
1.01.04.01  Taxes and Contributions Recoverable  777.809  627.150 
1.01.04.02  Deferred Income Tax and Social Contribution  14.471  27.501 
1.01.04.03  Prepaid Expenses  329.894  416.782 
1.01.04.04  Operations with derivatives  63.329  25.566 
1.01.04.05  Other assets  58.595  33.543 
1.02  Non-Current Assets  9.480.730  9.705.376 
1.02.01  Long-Term Assets  543.831  628.031 
1.02.01.01  Sundry Receivables  310.340  373.072 
1.02.01.01.01  Taxes and Contributions Recoverable  199.577  262.309 
1.02.01.01.02  Deferred Income Tax and Social Contribution  110.763  110.763 
1.02.01.02  Intercompany Receivables 
1.02.01.02.01  Affiliates and Equivalent 
1.02.01.02.02  Subsidiaries 
1.02.01.02.03  Other Related Parties 
1.02.01.03  Other  233.491  254.959 
1.02.01.03.01  Escrow Deposits  177.153  160.876 
1.02.01.03.02  Marketable Securities  11.989  9.945 
1.02.01.03.03  Prepaid Expenses  10.770  11.808 
1.02.01.03.04  Operations with derivatives  25.675  65.313 
1.02.01.03.05  Other assets  7.904  7.017 
1.02.02  Permanent Assets  8.936.899  9.077.345 
1.02.02.01  Investments 
1.02.02.01.01  Affiliates/Equivalent 
1.02.02.01.02  Subsidiaries 
1.02.02.01.03  Other investments 
1.02.02.02  Property, Plant and Equipment  4.450.295  4.452.588 
1.02.02.03  Intangible Assets  4.366.112  4.494.753 
1.02.02.04  Deferred Charges  120.492  130.004 

10


08.01 CONSOLIDATED BALANCE SHEET LIABILITIES (in thousands of Reais)

Account Code  Account Description  09/30/2009  06/30/2009 
Total Liabilities  14.510.688  14.518.318 
2.01  Current Liabilities  4.253.949  3.822.237 
2.01.01  Loans and Financing  1.434.510  1.103.743 
2.01.02  Debentures 
2.01.03  Suppliers - Trade Payable  1.995.329  1.789.795 
2.01.04  Taxes, rates and contributions  546.743  579.988 
2.01.05  Dividends payable  20.566  25.438 
2.01.06  Provisions 
2.01.07  Intercompany Payables 
2.01.08  Other  256.801  323.273 
2.01.08.01  Operations with derivatives  42.503  103.633 
2.01.08.02  Labor obligations  115.212  114.955 
2.01.08.03  Other liabilities  99.086  104.685 
2.02  Non-Current Liabilities  2.559.944  3.064.886 
2.02.01  Long-Term Liabilities  2.559.944  3.064.886 
2.02.01.01  Loans and Financing  2.020.745  2.471.151 
2.02.01.02  Debentures 
2.02.01.03  Provisions  193.595  262.589 
2.02.01.03.01  Provision for Contingencies  187.366  256.298 
2.02.01.03.02  Actuarial liabilities  6.229  6.291 
2.02.01.04  Intercompany Payables 
2.02.01.05  Advances for Future Capital Increase 
2.02.01.06  Other  345.604  331.146 
2.02.01.06.01  Operations with derivatives  94.455  85.410 
2.02.01.06.02  Assets retirement obligation  230.769  225.337 
2.02.01.06.03  Other liabilities  20.380  20.399 
2.03  Deferred Income 
2.04  Minority Interest 
2.05  Shareholders' Equity  7.696.795  7.631.195 
2.05.01  Paid up Capital  7.632.371  7.632.371 
2.05.02  Capital Reserves  15.569  15.569 
2.05.03  Revaluation Reserve 
2.05.03.01  Own Assets 
2.05.03.02  Subsidiaries /Affiliates and Equivalent 
2.05.04  Revenue Reserves  147.305  142.516 
2.05.04.01  Legal  111.554  111.554 
2.05.04.02  Statutory 
2.05.04.03  For Contingencies 
2.05.04.04  Unearned Income 
2.05.04.05  Profit Retention  35.751  30.962 
2.05.04.06  Special for Undistributed Dividends 
2.05.04.07  Other Revenue Reserves 
2.05.05  Equity Valuation Adjustments 
2.05.05.01  Marketable Securities Adjustments 
2.05.05.02  Accumulated Translation Adjustments 
2.05.05.03  Business Combination Adjustments 
2.05.06  Accumulated Income (Loss) (98.450) (159.261)
2.05.07  Advances for Future Capital Increase 

11


09.01 CONSOLIDATED STATEMENTS OF INCOME (in thousands of Reais)

Account Code  Account Description  Amount for Current 
Quarter 07/01/2009 to 
09/30/2009 
Year-to-Date -current
year 01/01/2009 to
 
09/30/2009 
Amount for Prior Year 
Quarter 07/01/2008 to 
09/30/2008 
Year-to-date - prior 
year 01/01/2008 to 
09/30/2008 
3.01  Gross Revenues from Goods Sold and/or Services Rendered  4.629.634  13.346.508  4.731.548  13.404.921 
3.02  Deductions from Gross Revenue  (1.292.154) (3.693.108) (1.324.625) (3.818.965)
3.03  Net Operating Revenues from Goods Sold and/or Services Rendered  3.337.480  9.653.400  3.406.923  9.585.956 
3.04  Cost of Goods Sold and/or Services Rendered  (1.683.126) (5.127.150) (1.813.273) (5.214.044)
3.05  Gross Income  1.654.354  4.526.250  1.593.650  4.371.912 
3.06  Operating Revenues (Expenses) (1.621.122) (4.571.394) (1.566.124) (4.507.792)
3.06.01  Sales  (1.158.235) (3.278.597) (1.025.345) (3.087.164)
3.06.02  General and Administrative  (259.131) (809.032) (264.762) (838.274)
3.06.03  Financial  (61.866) (197.036) (152.942) (317.934)
3.06.03.01  Financial Income  161.937  668.410  149.406  465.464 
3.06.03.02  Financial Expenses  (223.803) (865.446) (302.348) (783.398)
3.06.04  Other Operating Revenues  (22.540) 64.560  (12.044) 64.235 
3.06.05  Other Operating Expenses  (119.350) (351.289) (111.031) (328.655)
3.06.06  Equity Pick Up 
3.07  Operating Loss  33.232  (45.144) 27.526  (135.880)
3.08  Non-operating Result 
3.08.01  Revenues 
3.08.02  Expenses 
3.09  Income before taxes /profit sharing  33.232  (45.144) 27.526  (135.880)
3.10  Income Tax and Social Contribution  40.610  (18.326) (39.579) (67.934)
3.11  Deferred Income Tax  (13.031) (34.980)
3.12  Profit Sharing /Statutory Contributions 
3.12.01  Profit Sharing 
3.12.02  Contributions 
3.13  Reversal of Interests on own capital 
3.14  Minority Interest 
3.15  Net Loss for the Period  60.811  (98.450) (12.053) (203.814)

12


10.01 CONSOLIDATED CASH FLOW STATEMENTS - INDIRECT METHOD (in thousands of Reais)

Account Code  Account Description  Amount for Current 
Quarter 07/01/2009 to 
09/30/2009 
Year-to-Date -current year 
01/01/2009 to 09/30/2009 
Amount for Prior Year
Quarter 07/01/2008 to
 
09/30/2008 
Year-to-date - prior year 
01/01/2008 to 09/30/2008 
4.01  Net cash and cash equivalents generated (used) by operating activities  764.430  1.066.424  1.145.517  1.719.479 
4.01.01  Cash and cash equivalents generated by operating activities  909.033  2.455.149  900.231  2.537.779 
4.01.01.01  Net Loss for the period  60.811  (98.450) (12.053) (203.814)
4.01.01.02  Depreciation and amortization  663.684  1.952.357  617.988  1.786.360 
4.01.01.03  Deferred income tax and social contribution  13.030  34.980  4.204  29.429 
4.01.01.04  Actuarial obligation  (62) (196)
4.01.01.05  Net book value of permanent asset disposed of  7.035  12.217  1.359  3.426 
4.01.01.06  Monet. rest., oblig. discount asset, DJ, cont.  (17.452) (6.135) 6.059  17.775 
4.01.01.07  Interest and monetary and exchange variation on loans  94.715  259.347  163.148  334.335 
4.01.01.08  Interest on marketable securities  (12.281) (38.926) (23.725) (48.011)
4.01.01.09  Allowance for doubtful accounts  99.553  339.955  143.251  618.279 
4.01.02  Variations in assets and liabilities  (144.603) (1.388.725) 245.286  (818.300)
4.01.02.01  Accounts receivable - trade receivable  (58.223) (133.409) (105.659) (238.249)
4.01.02.02  Taxes and contributions recoverable  (87.928) (147.058) 2.044  4.092 
4.01.02.03  Inventories  41.666  151.031  (77.420) (56.315)
4.01.02.04  Prepaid expenses  87.927  (171.146) 98.681  (61.065)
4.01.02.05  Other current and non-current assets  (35.850) (45.032) 5.083  (24.800)
4.01.02.06  Labor obligations  257  8.221  19.108  24.430 
4.01.02.07  Suppliers - trade payable  (5.579) (931.047) 248.683  (477.836)
4.01.02.08  Taxes, rates and contributions  (33.246) (55.035) 62.484  (22.503)
4.01.02.09  Provision for contingencies  (48.007) (50.629) 3.055  33.134 
4.01.02.10  Other current and non-current assets liabilities  (5.620) (14.621) (10.773) 812 
4.01.03  Other 
4.02  Net cash and cash equivalents generated (used) by investment activities  (318.742) (1.504.769) (528.648) (1.862.941)
4.02.01  Marketable securities  4.894  44.470  41.813  67.987 
4.02.02  Additions to property, plant and equipment and intangibles  (324.174) (1.550.643) (572.006) (1.935.476)
4.02.03  Property, plant and equipment sold  538  1.404  1.545  4.548 
4.03  Net cash and cash equivalents generated (used) by financing activities  (264.575) (149.056) (136.344) 360.489 
4.03.01  New loans  403.814  1.012.811  31.014  998.511 
4.03.02  Loans amortization  (668.376) (993.857) (167.218) (430.253)
4.03.03  Dividends and interests on own capital paid  (13) (168.010) (140) (207.769)
4.04  Exchange variation on cash and cash equivalents 
4.05  Increase (decrease) on cash and cash equivalents  181.113  (587.401) 480.525  217.027 
4.05.01  Beginning cash and cash equivalents balance  763.029  1.531.543  853.912  1.117.410 
4.05.02  Ending cash and cash equivalents balance  944.142  944.142  1.334.437  1.334.437 

13


11.01 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FROM 07/01/2009 to 09/30/2009 (in thousands of Reais)

Account Code   Account Description  Capital  Capital Reserves  Revaluation 
Reserves 
Revenues Reserves Retained Losses  Equity Valuation 
Adjustments 
Total 
Shareholder's 
Equity 
5.01  Beginning balance  7.632.371  15.569  142.516  (159.261) 7.631.195 
5.02  Prior year adjustments   - 
5.03  Adjusted balance  7.632.371  15.569  142.516  (159.261) 7.631.195 
5.04  Income (loss) for the period   -  60.811  60.811 
5.05  Allocations   - 
5.05.01  Dividends   - 
5.05.02  interests on Own Capital   - 
5.05.03  Other Allocations   - 
5.06  Realization of Income Reserves   - 
5.07  Equity Valuation Adjustments   - 
5.07.01  Marketable Securities Adjustments   - 
5.07.02  Accumulated Translation Adjustments   - 
5.07.03  Business Combination Adjustments   - 
5.08  Capital increase (decrease)  - 
5.09  Constitution/Realization of Capital Reserves   - 
5.10  Treasury Stock   - 
5.11  Other Capital Transactions   - 
5.12  Other   -  4.789  4.789 
5.12.01  Lapsed Dividends and Interests on Own Capital   -  4.789  4.789 
5.13  Ending balance  7.632.371  15.569  147.305  (98.450) 7.696.795 

14


11.02 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FROM 01/01/2009 to 09/30/2009 (in thousands of Reais)

Account Code   Account Description  Capital  Capital Reserves  Revaluation 
Reserves 
Revenues Reserves Retained Losses  Equity Valuation 
Adjustments 
Total 
Shareholder's 
Equity 
5.01  Beginning balance  7.613.610  34.330  142.516  7.790.456 
5.02  Prior year adjustments 
5.03  Adjusted balance  7.613.610  34.330  142.516  7.790.456 
5.04  Income (loss) for the period  (98.450) (98.450)
5.05  Allocations 
5.05.01  Dividends 
5.05.02  interests on Own Capital 
5.05.03  Other Allocations 
5.06  Realization of Income Reserves 
5.07  Equity Valuation Adjustments 
5.07.01  Marketable Securities Adjustments 
5.07.02  Accumulated Translation Adjustments 
5.07.03  Business Combination Adjustments 
5.08  Capital increase (decrease) 18.761  (18.761)
5.08.01  Capital increase - Reserves reclassification  18.761  (18.761)
5.09  Constitution/Realization of Capital Reserves 
5.10  Treasury Stock 
5.11  Other Capital Transactions 
5.12  Other  4.789  4.789 
5.12.01  Lapsed Dividends and Interests on Own Capital  4.789  4.789 
5.13  Ending balance  7.632.371  15.569  147.305  (98.450) 7.696.795 

15


TIM PARTICIPAÇÕES S.A.

NOTES TO THE QUARTERLY INFORMATION
September 30,2009
(In thousand of Reais, unless otherwise stated)

1 Operations

TIM Participações S.A. (“TIM Participações” or the “Company”), is a publicly-held company controlled by TIM Brasil Serviços e Participações S.A., a Telecom Italia Group’s company, who holds interests of 81.32% of its voting capital and 69.86% of its total capital.

The Company’s main operations comprise the control of companies exploring telecommunications services, especially personal mobile and fixed telephony in its authorization areas.

Through its wholly-owned subsidiary TIM Celular S.A. (“TIM Celular”), the Company holds all the capital of TIM Nordeste S.A. (“TIM Nordeste”). TIM Celular operates as a provider of Commuted Fixed Telephone Service (STFC) of the following types: Local, Domestic Long Distance and International Long Distance, and Multimedia Communication Service (SCM) in every Brazilian states. Also, together with its subsidiary, it operates as a provider of Personal Mobile Service in every Brazilian states.

The services provided by the subsidiaries are regulated by ANATEL – Brazilian Telecommunications Agency – in charge of regulating all Brazilian telecommunications. The exploration of the Personal Mobile Service (SMP) and the Commuted Fixed Telephone Service (STFC) is for an indefinite period.

16


The authorization for use of radio-frequency granted to the subsidiaries mature as follows:

 TIM Nordeste    Expiry Date 
 
  Radio-frequencies 
800 MHz, 900 MHz 
and 1.800 MHz 
  Radio- frequencies 3G 
   
   
     
 
 
 1. Pernambuco    May, 2024    April, 2023 
 2. Ceará    November, 2023    April, 2023 
 3. Paraíba    December, 2023    April, 2023 
 4. Rio Grande do Norte    December, 2023    April, 2023 
 5. Alagoas    December, 2023    April, 2023 
 6. Piauí    March, 2024    April, 2023 
 7.  Minas Gerais (except for the “Triângulo Mineiro“(*) municipalities for Radio- frequencies 3G)   April, 2013    April, 2023 
 8. Bahia e Sergipe    August, 2012    April, 2023 
 
(*) The Far Western region of the state of Minas Gerais. 

17


TIM Celular    Expiry Date 
   
    Radio-frequencies 
800 MHz, 900 MHz 
and 1.800 MHz 
     Radio- frequencies 3G 
     
 
1. Amapá, Roraima, Pará, Amazonas, Maranhão, Rio de Janeiro and Espírito Santo    March, 2016    April, 2023 
2. Acre, Rondônia, Mato Grosso, Mato Grosso do Sul, Tocantins, Distrito Federal, Goiás, Rio Grande do Sul (except for Pelotas and the respective region) and Londrina and Tamarana in Paraná municipalities.    March, 2016    April, 2023 
3. São Paulo    March, 2016    April, 2023 
4. Paraná (except for Londrina and Tamarana in Paraná municipalities)   September, 2022    April, 2023 
5. Santa Catarina    September, 2023    April, 2023 
6. Pelotas and the respective region in the state of Rio Grande do Sul    April, 2024    April, 2023 

Renewal of authorizations

The radio-frequency licensing authorizations for the 800 MHz, 900 MHz and 1800 MHz bands referring to the SMP service provision, begin to expire in September 2007 (under the Term of Authorization for the State of Paraná except for Londrina and Tamarana municipalities) and are renewable for one more 15-year period, requiring payment, at every two-year period, of the equivalent to 2% (two percent) of the prior year’s revenue net of taxes, by way of investment under the Basic and Alternative Service Plans. The first payment, in the amount of R$ 9,723, was paid at May 04, 2009.

The renewal of five (5) radio-frequency licensing authorizations which matured in 2008 were formalized through the following acts: Act 7.383 - state of Alagoas; Act 7.385 – state of Ceará; Act 7.386 – state of Paraíba ; and Act 7.390 – state of Rio Grande do Norte. Also, the renewal of three (3) radio frequency licensing authorizations maturing in 2009 were formalized through the following acts: Act 7.388 – state of Pernambuco; and Act 7.389 – state of Piauí, all published in the DOU (Official Gazette) of 11/28/2008. The Act 5.520 referring to renewal of authorization in the State of Santa Catarina was published in the Official Gazette of 09/22/2008. The renewal of radio-frequency licensing authorization referring the SMP service provision for Pelotas, Morro Redondo, Capão do Leão and Turuçu, all in Rio Grande do Sul municipalities, were formalized by the Act 1,848 published in the DOU of 04/13/2009.

18


2 Quarterly Information Preparation and Presentation Basis

a. Preparation and disclosure criteria

The financial statements were prepared in accordance with accounting practices applicable in Brazil (BR GAAP), based on the Corporate Law, CVM – Brazilian Securities Commission standards and procedures including the new provisions introduced (those amended and revoked by Law 11.638 of December 28, 2007 and the Provisional Measure 449 of December 3, 2008), superseded by law 11,941 of May 27, 2009, for the standards applicable to public telecommunications service concessionaires/authorized companies; and the accounting pronouncements issued by the Comitê de Pronunciamentos Contábeis – CPC (Accounting Pronouncements Committee).

The company still holds American Depositary Receipts traded on the New York Stock Exchange – USA. Because of it, the Company is subject to the rules of the Securities and Exchange Commission (SEC). In order to meet its market needs, it is the Company’s principle to disclose information prepared in accordance with the BR GAAP, simultaneously to both markets in Brazilian Reais, in Portuguese and in English.

Assets and liabilities are classified as current when their realization or settlement is estimated to occur in the next twelve months. Otherwise, they are shown as non-current. Monetary assets and liabilities denominated in foreign currencies were converted into Reais at the exchange rate in effect at the balance sheet date. The translation differences were recognized in the statement of income.

b. Consolidated Quarterly Information

The consolidated quarterly information includes assets, liabilities and the consolidated results of operations of the Company and its subsidiaries TIM Celular e TIM Nordeste, respectively, as follows:

    % Participation 
   
    09/2009    06/2009 
     
    Direct    Indirect    Direct    Indirect 
         
 
TIM Participações                 
     TIM Celular    100.00      100.00   
     TIM Nordeste      100.00      100.00 

The quarterly information of subsidiaries included in consolidation coincide with those of the parent company and the accounting policies were consistently applied by the consolidated companies in relation to the previous period.

19


The main consolidation procedures are as follows:

I. Elimination of intercompany consolidated assets and liabilities accounts;
II. Elimination of participation in capital, reserves and retained earnings of the subsidiaries;;
III. Elimination of consolidated intercompany revenues and expenses.

c. Comparability of the Quarterly Information

The Company and its subsidiaries aim to continuously improve their corporate governance level, the presentation of quarterly information and mainly the alignment with the accounting practices required by CVM, CPC, Law Nº. 11638/07, Law Nº. 11941/09 and the international practices, specifically applicable to their industry. The following are adjustments and reclassifications of the financial statements originally published in the third quarter of 2008:

(a) Adjustment of financial instruments to market value;
(b) Deferral of borrowing costs and rates, which were expensed in prior years;
(c) The equity accounting adjustment on the above mentioned items;
(d) Because the non-operating income line that was eliminated by Law 11,941/09 in line with the non-operating result.
(e) It represents the reclassification of “liquidated damages” to gross operating revenues, originally presented in other operating revenues.

    Parent Company 09/2008 
   
STATEMENTS OF INCOME    Original    (c)   Adjusted 
       
 
 Equity pickup    (109,664)   (91,003)   (200,667)
   
 
Net loss for the period    (112,811)   (91,003)   (203,814)
   

20


    Consolidated 
    09/2008 
   
   STATEMENTS OF INCOME    Original    (a)   (b)   (d)      (e)   Adjusted 
   
 
Gross Revenues                         
   Telecomunication services (Nota 22)   12,120,913          50,990    12,171,903 
   Goods sold (Nota 22)   1,233,018            1,233,018 
   
    13,353,931          50,990    13,404,921 
 
Deductions from gross revenue (Nota 22)   (3,817,104)         (1,861)   (3,818,965)
 
Net operating revenue (Nota 22)   9,536,827          49,129    9,585,956 
 
Cost of goods sold and/ or services rendered (Nota 23)   (5,214,044)           (5,214,044)
 
   
Gross income    4,322,783          49,129    4,371,912 
   
   Operating revenues (expenses):                         
       Sales (Nota 24)   (3,087,164)           (3,087,164)
       General and administrative (Note 25)   (838,274)           (838,274)
         Other operating revenues, net (Note 26)   (211,846)       (3,445)   (49,129)   (264,420)
   
    (4,137,284)       (3,445)   (49,129)   (4,189,858)
   
 
 Operating result before financial result    185,499        (3,445)     182,054 
 
   Financial revenues (expenses):                         
         Financial revenues (Note 27)   345,727    119,737    -    -    -    465,464 
         Financial expenses (Note 28)   (579,315)   (194,950)   (9,133)       (783,398)
   
    (233,588)   (75,213)   (9,133)       (317,934)
   
 
 Operating loss    (48,089)   (75,213)   (9,133)   (3,445)   -    (135,880)
 
     Non-operating result    (3,445)       3,445     
 
Income tax, social contribution (Note 29)   (67,934)           (67,934)
 
   
 Net loss for the period    (119,468)   (75,213)   (9,133)   -    -    (203,814)
   

3 Summary of the main accounting practices

a. Cash and cash equivalents

These include the balances of the checking account and short-term investments in the money market redeemable in up to 90 days from the balance sheet date, the market value of which is hardly subject to change.

21


b. Financial Instruments

The financial instruments are only recognized as from the date the Company and its subsidiaries become part of the financial instruments contracts. After being recognized they are initially recorded at the fair value plus the transaction costs directly attributable to acquisition. An exception occurs in the case of financial assets and liabilities classified at the fair value, being directly entered into the “Income for the Year”. Subsequently they are measured at each balance sheet date, in accordance with the rules applying to each classification of financial assets and liabilities.

b.1) Financial assets: the main financial assets recognized by the Company and its subsidiaries are: cash and cash equivalents; short-term investments in the Money market; unrealized gains on derivative operations and trade receivables. These assets are classified under the following categories, according to the purpose for which they were acquired or issued:

(i) Financial assets at fair value through profit and loss: in this category are financial assets held for trading and those initially assigned the fair value under “Income”. If their original purpose is sale or repurchase in the short term, they are classified as items held for trading. Derivative instruments are also classified as held for trading. At each balance sheet date they are measured at fair value. The interest, monetary restatement, exchange variation and variations arising from determination at fair value are recognized as income, as incurred, on the financial revenue and expense line.

(ii) Loans and receivables: these are non-derivative instruments with fixed or determinable payments, though not quoted in an active market. After the initial recognition, they are measured at the amortized cost, using the effective yield method. The interest rate, monetary restatement and exchange variation less, where applicable, losses on the recoverable value, are recognized as income, as incurred, on the financial revenue and expense line.

(iii) Investments held to maturity date: these are financial, non-derivative assets with fixed or determinable payments and defined maturity for which the Company has a positive intention and ability to hold until the maturity date. After the initial recognition, they are measured at the amortized cost, using the effective yield method. The interest rate, monetary restatement and exchange variation less, where applicable, losses on the recoverable value, are recognized as income, as incurred, on the financial revenue and expense line.

22


b.2) Financial liabilities: the main financial liabilities recognized by the Company and its subsidiaries are: trade payables, unrealized losses on derivative operations and loans and financing. They are classified under the following categories, according to the nature of the contracted financial instruments:

(i) Financial liabilities at fair value through profit and loss: these include financial liabilities usually traded before maturity, liabilities recorded, upon the initial recognition, at fair value through the profit and loss and derivative instruments. At each balance sheet date they are measured at fair value. The interest rate, monetary restatement, exchange variation and variations arising from determination at fair value, where applicable, are recognized as income, as incurred, on the financial revenue and expense line.

(ii) Financial liabilities not measured at fair value: these are financial, non-derivative liabilities which are not usually traded before the maturity date. After the initial recognition they are measured at the amortized cost, using the effective yield method. The interest rate, monetary restatement, exchange variation and variations arising from determination at fair value, where applicable, are recognized as income, as incurred, on the financial revenue and expense line.

c. Accounts receivable

Accounts receivable from the telecommunications service customers are calculated at the tariff rate ruling on the date of service-rendering, including credits for services rendered but not billed until the balance sheet date, receivables from network use and receivables from sales of cell phone sets and accessories.

d. Allowance for doubtful accounts

The allowance for doubtful accounts is recorded based on the customer base profile, the aging of overdue accounts, the economic scenario and the risks involved in each case. The allowance amount is considered sufficient to cover probable losses on the receivables.

e. Inventories

Inventories are stated at the average acquisition cost. A provision is recognized to adjust the cost of handsets and accessories to net realizable value.

23


f. Prepaid expenses

Prepaid expenses are stated at the amounts actually spent but not yet incurred.

The subsidy on the sale of handsets and connect cards to postpaid subscribers are deferred and amortized over the minimum term of the service contract signed by subscribers (12 months). The penalties contractually established for those subscribers who cancel their subscription or migrate to prepaid plans before the end of the term of the contract are higher than the subsidy incurred on the sale of handsets and connect cards.

g. Investments

The investments in subsidiaries are valued by the equity method. The other investments are shown at cost, net of the provision for devaluation, where applicable.

h. 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 rates that take into consideration the estimated useful lives of the assets. Repair and maintenance costs which extend the useful lives of the related assets are capitalized, while other routine costs are charged to the result of operations.

Interest computed on debts that are directly linked to the finance of the construction of property, plant and equipment, is capitalized until the related assets become operational and depreciated based on the useful lives of related assets.

Estimated costs to be incurred on dismantling cellular towers and equipment on leased property are capitalized and depreciated based on the useful lives of the related assets.

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.

The estimated useful lives of all property, plant and equipment items are regularly reviewed considering technological advances.

24


i. Intangible assets

Intangibles assets reflect: (i) the purchase of authorizations and radio frequency band licensing, shown at the acquisition cost; (ii) goodwill and (iii) software in use and/or under development.

The amortization expenses are calculated on the straight-line method over the useful life of assets, as follows: five years for radio frequency bands and software; and fifteen years for authorizations. The goodwill was amortized in 2008 according to its useful life estimated in ten years, and has not been amortized in 2009.

The estimates of useful lives of property, plant and equipment are regularly reviewed in order to reflect technological changes.

TIM Celular´s goodwill was recorded based on the expected future profitability. It is periodically reviewed concerning its profitability.

j. Deferred charges

The deferred charges comprise pre-operating expenses and financial costs of the required working capital at the subsidiaries´ pre-operating stage, which are amortized on the straight-line basis in ten years from the date the subsidiaries become operative.

k. Liabilities

These are recognized in the balance sheet when the Company has a legal obligation or one arising from past events, the settlement of which may require disbursement of economic resources. Some liabilities involve uncertainties concerning the term and value, being estimated as incurred and recorded by means of a provision. The provisions are recorded based on the best estimates of related risks.

l. Income tax and social contribution

The provision for income tax and social contribution is calculated in accordance with pertinent legislation in force at the balance sheet date. Income tax is calculated at 15% on taxable income, plus 10% surtax on portions exceeding R$240 in a 12-month period. Social contribution is calculated at 9% on taxable income recognized on the accrual basis. As a consequence, temporarily non-deductible expenses included in the book value of income or temporarily non-deductible revenues excluded from taxable income give rise to deferred tax credits and debits.

25


Deferred taxes are recognized on temporary differences and income and social contribution tax losses, when applicable, and are recorded as current and noncurrent according to the expected realization supported by projected future taxable income which is reviewed every year and properly approved by Company’s management. Only 30% of tax loss carriedforward can be used to offset taxable income in any given year.

Prepaid amounts or those which can be offset are shown as current or non-current assets, depending on the expectative of its realization.

TIM Nordeste, indirectly owned by TIM Participações, through Certificates (“Laudos Constitutivos”) No. 0144/2003 and No. 0232/2003, issued on March 31, 2003 by the Agency for Development of the Northeast Region of Brazil - ADENE, became eligible to the following tax incentives: (i) 75% reduction in income tax and non-refundable surtaxes, for 10 (ten) years, from 2002 to 2011, calculated on profit from tax incentive activities (“lucro da exploração”) resulting from implementation of their installed capacity to render digital mobile telephony services; and (ii) reduction by 37.5%, 25% and 12.5% in income tax and refundable surtaxes, for fiscal years 2003, 2004 to 2008 and 2009 to 2013, respectively, calculated on profit from tax incentive activities resulting from the installed capacity for rendering analogical mobile telephony services.

m. Provision for contingencies

This provision is set up based on the opinion of the Companies´ internal and external lawyers and management, in an amount deemed sufficient to cover probable losses and risks. Possible losses and risks are disclosed, while remote losses are not.

n. Assets retirement obligations

The Company records as asset retirement obligations the present value of the estimated costs to be incurred for dismantling and removing cellular towers and equipment from leased sites. The offset to this provision is recorded as property, plant and equipment, and the depreciation is calculated based on the useful lives of the corresponding assets.

26


o. Revenue recognition

Wireless services revenue primarily includes monthly recurring charges (subscriptions), airtime (usage of telephone), roaming charges and long distance calls. Wireless services revenue is recognized based upon minutes of use processed, 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 identified and processed 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 distributors.

p. Pension plans and other post-employment benefits

The Company and its subsidiaries record the adjustments related to the obligations of the employees’ pension plan, based on the Projected Credit Unit method, in conformity with the rules established by IBRACON NPC 26, approved by CVM Deliberation N°. 371.

q. Employees’ profit sharing

The Company and its subsidiaries monthly record a provision for employees’ profit sharing, based on the targets disclosed to its employees and approved by the Board of Directors. The related amounts are recorded as personnel expenses and allocated to the statements of operations’ accounts considering each employee’s cost center.

r. Use of estimates

Estimates are used for measuring and recognizing certains assets and liabilities reflected in the financial statements of the Company. In making these estimates, past and current experiences, assumptions underlying future events, and other objective and subjective factors were taken into account. Among the significant items subject to estimates are: the determination of useful lives of fixed and intangible assets; the allowance for doubtful accounts; the provision for losses on inventories; an analysis of fixed and intangible assets recovery amounts; deferred income tax and social contribution; rates and deadlines considered for adjusting certain assets and liabilities to present value; the provision for actuarial liabilities; the provision for contingencies; quantification of the fair value of financial instruments; considerations concerning recognition and measurement of development costs capitalized as intangible assets; estimates for disclosure of a sensitivity analysis of derivative instruments according to CVM Instruction 475/08. Due to the inaccuracies inherent in their determination, when settled, the transactions involving estimates may result in rather different amounts from those reflected in the financial statements.

27


s. Adjustment to Present Value

The Company and its subsidiaries, in accordance with the law 11,638/07, recognize present value adjustments for long-term assets and liabilities. The present value effects are also recorded for short-term balances if these effects are significant, comparing to the Company’s working capital and considering the financial statements as a whole. The discount to present value is based on the basic interest rate prevailing in the Brazilian market (commonly Interbank Deposit Certificate - CDI).

4 Cash and cash equivalents

    Parent Company    Consolidated 
     
    09/2009    06/2009    09/2009    06/2009 
         
 
Cash and Banks    63    229    216,541    218,841 
         
Marketable securities:                 
   CDB    36,864    43,468    727,601    544,188 
         
    36,927    43,697    944,142    763,029 
         
 
5         Marketable Securities 
 
    Parent Company    Consolidated 
     
    09/2009    06/2009    09/2009    06/2009 
         
 
CDB      611    27,023    19,736 
Federal Public Securities    392    292    392    292 
         
    394    903    27,415    20,028 
 
 Current portion    (92)     (15,426)   (10,083)
         
 Long-term potion    302    903    11,989    9,945 
         

The company’s average yield on TIM Participações´ consolidated investments is 101.83% of the CDI – Interbank Deposit Certificate variation.

These investments are redeemable at any time, with no significant loss on recorded yield, except in the case of long-term investments earmarked for use in connection with legal suits.

28


6 Accounts Receivable

    Consolidated 
   
    09/2009    06/2009 
     
 
Billed services    794,021    780,861 
Unbilled services    517,806    553,140 
Network use    574,728    610,184 
Goods sold    764,235    776,327 
Other receivables    84,554    64,819 
     
    2,735,344    2,785,331 
 
Allowance for doubtful accounts    (306,535)   (315,192)
     
    2,428,809    2,470,139 
     

The changes in the allowance for doubtful accounts were as follows:

    Consolidated 
   
    09/2009    06/2009 
     
    (9 months)   (6 months)
 
Opening balance    362,103    362,103 
 
Provision set up    339,955    240,402 
Provision written-off    (395,523)   (287,313)
 
     
Closing balance    306,535    315,192 
     

29


7 Inventories

    Consolidated 
   
    09/2009    06/2009 
     
 
Cell phone sets    360,381    412,170 
Acessories and prepaid cards    23,854    23,767 
TIM chips    23,699    20,049 
     
    407,934    455,986 
 
Provision for adjustment to realizable value    (10,451)   (16,837)
     
    397,483    439,149 
     

8 Taxes and contributions recoverable

    Parent Company    Consolidated 
     
    09/2009    06/2009    09/2009    06/2009 
         
 
Income tax    7,320    7,333    108,104    101,422 
Social contribution        31,095    25,837 
ICMS        573,807    505,353 
PIS / COFINS        243,636    237,470 
IRRF recoverable    816    595    12,304    11,232 
Other        8,440    8,145 
         
    8,137    7,930    977,386    889,459 
 
Current portion    (825)   (597)   (777,809)   (627,150)
         
Long-term potion    7,312    7,333    199,577    262,309 
         

The parent company’s long-term portion basically refers to income tax and social contribution recoverable, whereas the consolidated figure also includes ICMS on the subsidiaries´ acquisition of property, plant and equipment items.

The Company and TIM Celular have filed suits against the alleged unconstitutionality, of Law 9.718 for expanding the basis of calculation of taxes dealt with therein, and preventing collection of PIS and COFINS on other revenues than those arising from the Company’s sales. However, as they have not had a final favorable sentence, no PIS and COFINS credits have been recorded. According to the Management, there is the probability of a favorable outcome to these companies. The amounts involved are respectively R$ 18,085 and R$ 42,006, monetarily adjusted.

30


9 Deferred income tax and social contribution

Below, the composition of deferred income tax and social contribution:

    Parent Company    Consolidated 
     
    09/2009    06/2009    09/2009    06/2009 
         
 
Tax loss    5,875    5,617    1,636,181    1,628,326 
Negative social contribution basis    2,180    2,022    589,800    586,164 
Allowance for doubtful accounts        104,222    107,165 
Derivative operations        16,304    33,375 
Provision for contingencies    1,606    3,147    63,705    87,141 
Accelerated depreciation of TDMA equipment        19,494    21,816 
Adjustment to present value – 3G licensing        29,130    29,130 
Goodwill    4,546    4,546    4,546    4,546 
Other    1,537    1,558    40,297    38,110 
         
    15,744    16,890    2,503,679    2,535,773 
 
Provision for devaluation of tax credits    (15,744)   (16,890)   (2,378,445)   (2,397,509)
         
        125,234    138,264 
 
         
Current portion        (14,471)   (27,501)
         
Long-term portion        110,763    110,763 
         

Pursuant to CVM Rule Nº 371/02, TIM Nordeste, based on the expected generation of future taxable profit determined by a technical study approved by the Company management and reviewed by the supervisory board, recognized tax credits on income tax and social contribution losses carryforward and on temporary differences, which are not subject to statute of limitations.

Based on this technical study of future taxable income generation, TIM Nordeste expects to recover these credits as follows:

2009    14,471 
2010    51,806 
2011    58,957 
   
    125,234 
   

31


The estimates of tax credit recoveries were based on projections of taxable income, which in turn relied on financial and business forecasts made at the end of 2008. Given the uncertainties usually surrounding forecasts, these estimates may not be realized in the future.

Accumulated tax losses and negative bases

The consolidated tax losses and negative social contribution bases give rise to tax credits which are recognized only if their prospects of realization are consistent and they are not barred by statutes of limitation. These tax credits can be summarized as follows:

    09/2009    06/2009 
     
    Basis    Tax Credit    Basis    Tax Credit 
         
 
Tax loss    6,544,724    1,636,181    6,513,305    1,628,326 
Negative basis    6,553,334    589,800    6,512,933    586,164 
Temporary differences    816,757    277,698    944,950    321,283 
         
    13,914,815    2,503,679    13,971,188    2,535,773 
         

10 Prepaid expenses

    Consolidated 
   
    09/2009    06/2009 
     
 
FISTEL (*)   125,157    250,314 
Subsidized sale of phone sets and mini-modems    172,259    124,790 
Rentals    11,697    12,464 
Unpublicized advertising    9,192    10,060 
Financial charges on loans    2,690    3,141 
Other    19,669    27,821 
     
    340,664    428,590 
 
Current portion    (329,894)   (416,782)
     
Long-term portion    10,770    11,808 
     

(*) FISTEL is related to year ending December 31, 2009 and will be amortized based on generating factor.

32


11 Investments

    Parent Company 
   
    09/2009    06/2009 
     
 Investments         
          Subsidiaries    7,693,270    7,635,304 
     
         
(a) Shareholding in subsidiaries
     
    TIM Celular 
   
    09/2009    06/2009 
     
 - Subsidiary         
 Number of shares held    31,506,833,561    31,506,833,561 
         
 Participation in total capital    100%    100% 
         
 Shareholders´ equity    7,693,270    7,635,304 
     
         
 Income (Loss) for the period    (95,598)   (153,564)
     
         
 Equity pickup    (95,598)   (153,564)
     
         
 Investment amount    7,677,389    7,619,423 
 Special goodwill reserve (*)   15,881    15,881 
     
 Investment amount    7,693,270    7,635,304 
     

(*)The special goodwill reserve recorded by TIM Nordeste and TIM Celular represents the parent company’s rights in future capitalizations. These tax benefits are connected with goodwill paid upon privatization of Tele Nordeste Celular Participações S.A (merged into TIM Participações in August 2004) and Tele Celular Sul Participações S.A. (formerly TIM Participações). This goodwill was recorded against the special goodwill reserve, under “Shareholders’ equity”. Based on the projected income and the concession duration, in the first two years amortization was at 4% p.a., and the remainder being fully amortized.

33


(b) Changes in investments in subsidiaries:

    TIM Celular 
   
     
Investment as of December 31, 2008    7,788,868 
     
Equity pickup    (95,598)
     
   
Investment as of June 30, 2009    7,693,270 
   

12 Propery, plant and equipment

        Consolidated 
     
        09/2009    06/2009 
       
    Annual                 
    depreciation                 
    rate        Accumulated         
    %    Cost    depreciation    Net    Net 
           
 
Switching / transmission                     
equipment    14.29    8,122,330    (5,611,256)   2,511,074    2,587,927 
Loan-for-use handsets    50    1,134,378    (798,017)   336,361    346,446 
Infrastructure    33.33    1,877,628    (1,004,133)   873,495    887,161 
Leasehold improvements    33.33    122,879    (95,768)   27,111    27,624 
Computer assets    20    1,092,321    (924,393)   167,928    198,041 
General use assets    10    375,301    (169,066)   206,235    209,102 
           
Assets and facilities in use        12,724,837    (8,602,633)   4,122,204    4,256,301 
 
Plots of land        27,974      27,974    27,916 
 
Construction work in progress        300,117      300,117    168,371 
           
        13,052,928    (8,602,633)   4,450,295    4,452,588 
           

The construction work in progress basically refers to the construction of new transmission units (Base Radio Broadcast Station - ERB) for network expansion.

In the quarter ended September 30, 2009, R$ 1.110 of property, plant and equipment was capitalized by the subsidiaries, (June 30, 2009 – R$450) relating to financial charges on loans taken to finance the construction.

34


Operating technologies

The subsidiaries´ operate their service network using TDMA, GSM and 3G technologies. At September 30, 2009, no provision for loss on recovery of property, plant and equipment was deemed necessary. The assets related to TDMA technology are fully depreciated.

13 Intangibles

The authorizations for SMP exploitation rights and radio-frequency licensing, software pieces and other items, can be thus shown:

        Parent Company 
     
        09/2009    06/2009 
       
    Annual average                 
    depreciation        Accumulated         
    rate %    Cost    Amortization    Net    Net 
           
 
 Software licensing    20    5,309,628    (3,376,003)   1,933,625    2,000,730 
 Concession licenses    7 to 20    4,491,097    (2,094,030)   2,397,067    2,478,397 
 Assets and facilities under construction      31,666      31,666    11,844 
 Goodwill (*)   10    16,918    (13,371)   3,547    3,547 
 Other assets    20    3,040    (2,833)   207    235 
           
        9,852,349    (5,486,237)   4,366,112    4,494,753 
           
 
(*) The goodwill was amortized in 2008 according to its useful life estimated in ten years, and has not been amortized in 2009. 

Acquisition of authorizations – 3G technology

In April 2008 TIM Celular and TIM Nordeste jointly signed the terms of authorizations to use Radio-frequencies at the F, G, and I (1.9GHz/2.1GHz) radio-frequency sub-bands referring to the 3G (UMTS) pattern and corresponding to all the Brazilian states, except the “Triângulo Mineiro” municipalities in the state of Minas Gerais. These authorizations are valid for 15 years, and renewable for a further equal period.

35


As a consequence of this purchase, the subsidiaries assumed coverage commitments to be met using the acquired frequencies (1.9GHz/2.1GHz) in several municipalities, including those with less than 30,000 inhabitants.

14 Deferred charges

    Consolidated 
   
    09/2009    06/2009 
     
 
Pre-operating expenses:         
   Third parties’ services    228,665    228,665 
   Personnel expenses    79,367    79,367 
   Rentals    48,914    48,914 
   Materials    3,439    3,439 
   Depreciation    10,202    10,202 
   Financial charges, net    46,774    46,774 
   Other expenses    5,990    5,990 
     
    423,351    423,351 
 
Accumulated amortization    (302,859)   (293,347)
     
    120,492    130,004 
     

15 Suppliers – Trade payables

    Parent Company    Consolidated 
     
    09/2009    06/2009    09/2009    06/2009 
         
 
Local currency                 
   Suppliers of materials e services    226    1,561    1,572,658    1,406,384 
   Interconnection (a)       224,097    211,807 
   Roaming (b)       670    706 
   Co-billing (c)       96,745    103,880 
         
    226    1,561    1,894,170    1,722,777 
         
 
Foreign currency                 
   Suppliers of materials e services      106    53,134    32,512 
 Roaming (b)       48,025    34,506 
         
      106    101,159    67,018 
         
    226    1,667    1,995,329    1,789,795 
         

36


(a) This refers to the use of network of other fixed and mobile cell telephone operators, with calls being initiated at TIM network and ended in the network of other operators.

(b) This refers to calls made by customers outside their registration area, who are therefore considered visitors in the other network (roaming); and

(c) This refers to calls made by customers when they choose another long-distance call operator (co-billing).

16 Loans and financing

    Consolidated 
   
    Guarantees    09/2009    06/2009 
     
 
 
Banco do Nordeste: financing subject to pre-fixed interest of 10% p.a. and a 15% and 25% bonus on charges, for payment upon maturity. This financing is the subject matter of a swap operation intended as a safeguard, which changes its cost into % of the CDI daily rate beginning with 76.90%. 
 
Bank surety 
       
        44,921    48,882 
 
Banco do Nordeste: financing subject to pre-fixed interest of 10% p.a. and a 15% and 25% bonus on charges, for payment upon maturity. This financing is the subject matter of a swap operation intended as a safeguard, which changes the cost into % of the CDI daily rate varying between 75.75% and 69.80%. 
 
Bank surety and TIM Participações´surety 
       
        59,053    63,242 
 
Banco do Nordeste: financing subject to pre-fixed interest of 10% p.a. and a 15% and 25% bonus on charges, for payment upon maturity 
 
Bank surety and TIM Participações´s surety 
       
        68,046    67,902 
 
BNDES (Banco Nacional do Desenvolvimento Econômico e Social): this financing bears interest at 4.20% p.a. plus variation of the TJLP (long-term interest rate) as disclosed by the Brazilian Central Bank. Part of this TJLP-based financing was the object of a swap for 91.43% of the Bank Deposit Certificate (CDI) daily rate. 
 
TIM Participações´ surety, with part of the service revenues being attached to the loan balance 
       
        856,780    911,463 
 
BNDES (Banco Nacional do Desenvolvimento Econômico e Social): on 76% of a portion of the “incentive” amounts is levied an average interest rate of nearly 2.20% p.a. plus the change in the TJLP (long-term interest rate) announced by the Central Bank of Brazil; on 24% of the “non-incentive” amounts is levied an interest rate comprised of IPCA plus the BNDES’s raising cost. 
 
TIM Participações´ surety, with part of the service revenues being attached to the loan balance 
       
        536,932    531,111 

37


    Consolidated 
   
    Garantias    09/2009    06/2009 
     
 
BNDES (Banco Nacional do Desenvolvimento Econômico e Social): this financing bears interest at 3.0% p.a. plus variation of the TJLP (long-term interest rate) as disclosed by the Brazilian Central Bank. The financing at the Part of this TJLP- based, was the object of a swap to 81.80% of the daily CDI rate. 
 
Bank surety 
       
        26,417    29,587 
 
Syndicated Loan: the debit balance is restated based on the CDI rate variation plus its related applicable margin of 1.80% and 2,75% of the CDI p.a. 
 
TIM Participações´surety 
       
        573,046    619,454 
 
Banco BNP Paribas: Loan taken out in foreign currency, for which 80% of the risk is guaranteed by the insurance company “SACE S.p.A” 
This operation is subject matter of swap transactions for hedging purposes, and covers 100% of the foreign exchange exposure, transforming the cost into % of the daily rate of the Interbank Deposit Certificates (CDI) of 95.01%. 
 
TIM Participações´surety 
       
        259,240    283,800 
 
BEI: Loan in foreign currency which is subject matter of swap for hedge purposes and covers 100% of the exchange exposure, thus turning its cost into % of the daily rate of the Interbank Deposit Certificates (CDI) of 98.50%. 
 
Bank surety and TIM Participações’ surety 
       
        256,708   
 
Resolution 2770 (Compror): Bank financing for payment of suppliers of goods and services, linked to foreign and national currency variations: 32% of the agreements denominated in US dollars, 35% of the agreements denominated in Yen and 33% of the agreements denominated in Brazilian reais. The agreements denominated in foreign currencies are the object of swap operations which result in costs of 121.66% of the CDI daily rate. 
           
    N.A.    565,046    815,292 
 
CCB – Working Capital: Bank financing in local currency for meeting working capital requirements. At the restated cost at 110% of the CDI daily rate 
  N.A.    209,066    204,161 
       
        3,455,255    3,574,894 
 
Current portion        (1,434,510)   (1,103,743)
       
Long-term portion        2,020,745    2,471,151 
       

38


The syndicated loan taken by the subsidiary TIM Celular has restrictive clauses concerning certain financial indices calculated on a half-yearly basis and fully complied with by the borrower. The following Financial Institutions are party to this loan agreement: HSBC Bank Brasil S.A. – Banco Múltiplo, Banco ABN AMRO Real S.A., Banco BNP Paribas Brasil S.A., Banco Bradesco S.A., Banco do Brasil S.A., Banco Itaú BBA S.A., Banco Santander Brasil S.A., Banco Société Générale Brasil S.A., Banco Votorantim S.A. and Unibanco – União de Bancos Brasileiros S.A. In August 2008, TIM Celular negotiated the replacement of TIM Brasil Serviços e Participações S.A.’s guarantee by that of TIM Participações S.A., and the extension of Tranche A in the amount of R$300,000 to August 2010. The Tranche B, in amount of R$268,750, which supplements the operation, matures in August 2010.

The CCB (Bank Credit Schedules) for Working Capital also have the same restrictive clauses as the syndicated loan, all of which have been complied with by the subsidiary. These loans have been taken from ABN AMRO Real S.A, now denominated Banco Santander Brasil S.A.

The BNDES loan to TIM Celular S.A. for financing the mobile telephone network has restrictive clauses concerning certain financial indices, calculated on a half-yearly basis. As of September 30, 2009, the subsidiary is in compliance with the contractual provisions.

The subsidiaries entered into swap operations to protect themselves against devaluation of the Brazilian currency (“Real”) in relation to foreign currencies and changes in the fair value of financing indexed to fixed interest rates and TJLP.

The long-term portions of loans and financing at September 30, 2009 mature as follows:

    Consolidated 
   
 
2010    68,966 
2011    501,210 
2012    383,860 
2013    291,770 
2014 onwards    774,939 
   
    2,020,745 
   

39


17 Labor obligations

    Parent Company    Consolidated 
     
    09/2009    06/2009    09/2009    06/2009 
         
 
Payroll taxes    16    16    33,450    31,742 
Vacation and bonuses payable        78,788    79,657 
Employees´ withholding    12      2,974    3,556 
         
    28    24    115,212    114,955 
         

18 Taxes, rates and contributions

    Parent Company    Consolidated 
     
    09/2009    06/2009    09/2009    06/2009 
         
 
IRPJ and CSLL        29,575    55,708 
ICMS        401,806    404,422 
COFINS        40,553    39,823 
PIS        8,786    8,628 
ANATEL (FISTEL, FUST/FUNTTEL etc)       19,587    25,498 
IRRF        2,394    2,821 
ISS    10      29,135    31,291 
ANATEL authorization renewal        7,897    5,183 
Other        7,010    6,614 
         
    16    13    546,743    579,988 
         

19 Provision for contingencies

The Company and its subsidiaries are parties to certain lawsuits (labor, tax, regulatory and civil) arising in the normal course of their business, and have recorded provisions when management understands that the risk of loss is deemed probable, based on the opinion of their legal advisors.

40


The provision for contingencies and the escrow deposits made are thus composed:

    Parent Company 
   
    Contingencies    Escrow Deposits 
     
    09/2009    06/2009    09/2009    06/2009 
         
 
Civil    35    34    162    152 
Labor    4,689    5,827    4,682    4,967 
Tax      3,395     
         
    4,724    9,256    4,844    5,119 
         
 
    Consolidated 
   
    Contingencies    Escrow Deposits 
     
    09/2009    06/2009    09/2009    06/2009 
         
 
Civil    88,612    95,943    57,812    45,358 
Labor    38,112    56,278    59,120    57,327 
Tax    42,049    82,483    60,221    58,191 
Regulatory    18,593    21,594     
         
    187,366    256,298    177,153    160,876 
         

The changes in the provision for contingencies can be summarized as follows:

        Additions,             
        net of        Monetary     
    12/2008    reversals    Payments    adjustment    09/2009 
           
 
Civil    97,988    53,527    (61,180)   (1,723)   88,612 
Labor    55,170    (12,621)   (3,193)   (1,244)   38,112 
Tax    76,762    (11,420)   (10,944)   (12,349)   42,049 
Regulatory    23,450    (3,194)   (1,162)   (501)   18,593 
           
    253,370    26,292    (76,479)   (15,817)   187,366 
           

41


Civil contingencies

Several legal and administrative processes have been filed against the Company and its subsidiaries by consumers, suppliers, service providers and consumer protection agencies, dealing with various issues arising in the regular course of business. The Management analyzes each legal or administrative process to determine whether it involves probable, possible or remote risk of contingencies. In doing so, the Company always takes into account the opinion of lawyers engaged to conduct the processes. The evaluation is periodically reviewed, with the possibility of being modified over the processes due to facts of events such as case law changes.

Consumer lawsuits

Approximately 61,076 individual lawsuits (58,692 in June 30, 2009), have been filed against the subsidiaries, mostly by consumers claiming for settlement of matters arising from their relationship with the Company. Among these, the allegedly undue collection, contract cancellation, defects of equipment, non-compliance with delivery deadlines and undue restriction credit stand out.

Collective actions

There are two collective actions against subsidiaries involving the risk of probable loss, which can be summarized as follows: (i) a suit against TIM Nordeste in the state of Bahia claiming for prohibition of collection of long-distance calls originated and received between Petrolina/PE and Juazeiro/BA, because of the existing state line areas; and (ii) a suit against TIM Celular in the state of Rio de Janeiro, involving the impossibility of collecting a fidelization fine in the event of phone set thefts. No provisions have been recorded for these contingencies, given the obligations involved therein and the impossibility of accurately quantifying possible losses at the current stage of the processes. The Management has not set up provisions for the above described processes.

Labor contingencies

These refer to claims filed by both former employees, in connection with salaries, salary differences and equalization, overtime, variable compensation/commissions, and former employees of service providers who, based on pertinent legislation, claim for the Company’s and/or its subsidiaries´ accountability for labor obligations defaulted on by their outsourced employers.

Labor claims

Of the 4,241 labor suits filed against the Company and its subsidiaries (3,849 in June 30, 2009) over 70% involve claims related to service providers, concentrated on certain companies from São Paulo, Belo Horizonte, Rio de Janeiro, Curitiba and Recife.

42


Still on third parties´ claims, part of these relate to specific projects of service agreement review, often ended in rescission in 2006, winding up of the companies and termination of employees involved. A further significant portion of contingencies refers to organizational restructuring, among which the discontinuance of the Client Relationship Centers in Fortaleza, Salvador and Belo Horizonte, and the termination of 800 own employees and outsourced personnel stand out.

The probability of winning these actions and the amount of contingencies are subject to periodical reviews, taking into account the legal decisions made thereon, some regulatory changes or amendments to Case Law and Abridgement of Law issued by Superior Courts.

Fairness of the provision for labor claims

The fairness of the provision for labor claims was based mainly on the efforts made to obtain a greater standardization of the classification of the risks arising from labor claims involving the Company and its subsidiaries, since labor claims are managed by using a number of procedural analysis methods and assessment of existing risks. Plus, the provision for labor contingencies recorded by the Company and its subsidiaries was also reduced in the light of certain events, which were sufficient to equalize the criteria on risk assessement for certain labor claims.

Tax Contingencies

IR and CSLL

In 2005, TIM Nordeste S.A. was assessed by the Belo Horizonte’s Internal Revenue Secretariat for R$126,933, for the following reasons: (i) taxation of monetary variations on swap operations and exchange variation on unsettled loans; (ii) a separate fine for default on payment of social contribution on an estimated monthly basis for the year 2002 and part of 2001; (iii) default on payment of corporate income tax on an estimated monthly basis for the year 2002; and (iv) remittance of interest (IRRF) – a voluntary denunciation without payment of arrears charges.

The subsidiary is currently discussing these assessments with the taxing authorities. Based on its internal and external lawyers´ opinion, the Management estimates the probable losses on these processes at R$32,750, an amount duly provided for under “Provision for income tax and social contribution” in 2005. In September 2009, TIM Nordeste became a member of REFIS, which allows amnesty of fine and interest and the possibility of paying federal tax debts in installments. The subsidiary decided to become a partial member of REFIS and paid R$4,884 on account of the amount of exclusions from net income before CSLL and exchange movement. The amount accrued under the heading “Provision for income tax and social contribution” was R$8,547, and the R$3,663 difference between the amount which had been accrued and the amount actually paid was reversed in favor of the subsidiary.

43


The subsidiary is still discussing with the tax authorities these notices of delinquency, which currently amount to R$118,386, maintaining the R$24,203 provision established in 2005.

In September 2003 TIM Nordeste S.A. was assessed by the State of Ceará’s Internal Revenue Secretariat for R$12,721 referring to: (i) disallowance of R$8,402 expenses included in the IRPJ determination for the period from 1999 through 2001; (ii) differences of R$3,208 in CSLL payments for the years from 1998 through 2001; (iii) differences of R$334 and R$777, respectively, in the payment of PIS and COFINS for the years from 1998 through 2002. Such proceeding ended at the administrative level, with no favorable ruling. Based on the opinion of its internal and external legal advisors, the Company management concluded that the chances of loss are probable. In September 2009, the subsidiary became a member of REFIS, paying R$3,213, and the difference of R$9,508 between the amount which had been accrued and the amount actually paid was reversed in favor of the subsidiary, and R$705 was recorded under the heading “Reversal of the provision for contingencies” and R$8,803 under the heading “Provision for income tax and social contribution”.

In 2008, TIM Participações was served a notice of delinquency issued by the Finance Office of the State of Rio de Janeiro, amounting to R$3,227, on the grounds of an alleged failure to validate the offsetting and use of the negative balance of IRPJ for calendar year 2003. Based on the opinion of its internal and external legal advisors, the Company management concluded that the chances of loss were probable. In September 2009, the Company became a member of REFIS, paying R$1,702, and the difference of R$ 1,525 between the amount which had been accrued and the amount actually paid was reversed in favor of the subsidiary, being recorded under the heading “Provision for income tax and social contribution”.

In 2006, TIM Celular was served a notice of delinquency issued by the Finance Office of the State of Rio de Janeiro, amounting to R$825, on the grounds of an alleged failure to validate the offsetting and use of the negative balance of IRPJ and CSLL for calendar year 1998 against COFINS, IRPJ and CSLL debts. Based on the opinion of its internal and external legal advisors, the Company management concluded that the changes of loss were probable. In September 2009, the subsidiary became a member of REFIS, paying R$ 340, and the difference of R$485 between the amount which had been accrued and the amount actually paid was reversed in favor of the subsidiary, being recorded under the heading “Provision for income tax and social contribution”.

Regulatory contingencies

Due to noncompliance with certain provisions of the PCS Regulation and of the Commuted Wireline Telephone Service (STFC) and quality targets, defined in the General Plan of Quality Targets for PCS (PGMQ-PCS) and for the STFC, ANATEL started a proceeding for noncompliance with obligations (PADO) against the subsidiaries.

44


The subsidiaries have endeavored to avoid being assessed, with arguments, mostly of technical and legal nature, that may contribute to reduce significantly the initial fine charged or definitively close the PADO, without sanctions.

Contingencies involving possible losses

Civil, Labor, Regulatory and Tax-related actions have been filed against the Company and its subsidiaries involving a risk of loss that is classified as possible or remote by the management and the Company’s lawyers. No provision has been set up for these contingencies, which can be thus shown:

    Consolidated 
   
    09/2009    06/2009 
     
 
Civil    190,332    177,344 
Labor    155,177    129,566 
Tax    1,345,889    1,330,705 
Regulatory    39,459    25,590 
     
    1,730,857    1,663,205 
     

Below, the main actions involving possible risk of loss:

Civil

Collective Actions

Five collective actions have been brought to Court against subsidiaries, involving the risk of possible loss, which can be summarized as follows: (i) a suit against the subsidiary TIM Nordeste in the state of Pernambuco, questioning the TIM Nordeste policy for defective phone replacement, allegedly in disagreement with the manufacturer´s warranty terms; (ii) a suit against TIM Nordeste in the state of Ceará, claiming for the Company’s obligation to replace cell phone sets which have been the subject of fraud in that state; and (iii) a suit against TIM Celular in the State of Para, complaining about the quality of the network service in São Felix do Xingu; (iv) a suit against TIM Celular in the state of Maranhão, questioning the qualigy of network services rendered in Balsas; and (v) a suit filed agains TIM Celular, questioning the long distance charges levied on calls made in Bertioga – SP and the respective region.

45


Other Actions and Proceedings

TIM Celular, together with other telecommunications companies, has also been sued by GVT at the 4th Federal Audit Court. The plaintiff claims for declaration of nullity of a contractual clause dealing the VU-M amount used by the defendants by way of interconnection, which is deemed illegal and abusive and as such requiring refunding of all amounts allegedly charged in excess since July 2004. A preliminary order was granted determining the payment of VU-M on the basis of R$0.2899 per minute, and escrow deposits to be made by GVT in the amount of the difference between this and the value claimed by the defendants. Currently, the Company is waiting for the arguments to be issued by the parties regarding the lawsuit involving Vivo and GVT which confirmed the VU-M readjustment related to fiscal year 2004. Besides the suits, GVT has also made a Representation to the same effect before the Economic Right Secretariat, which found it right to file an Administrative Process against the Company and other mobile telephony operators, on the grounds of an alleged infraction of economic principles, that is underway.

TIM Celular is a defendant in the suit for damages filed by service provider GLÓRIA SOUZA & CIA LTDA. with the 9th Civil Court of the City of Belém, State of Pará, seeking for R$6,119. Said company provided TIM with outsourced manpower in the North region of Brazil. In light of TIM’s decision to early terminate the contract, the former did not accept such decision was accordingly filed a legal suit to claim pain and suffering and losses on payments of labor claims filed by its employees. TIM has already tendered its defense on 04/13/09.

TIM Nordeste is a defendant in judicial collection proceedings filed by law firm Mattos & Calumby Lisboa Advogados Associados. Such proceedings are being handled by the 29th Civil Court of the Judicial District of Rio de Janeiro, and chances of prevailing in court are rated as possible. The plaintiff sustains to be the creditor of amounts arising from the contractual relationship with TIM (legal services contract) worth R$8,668. The proceedings are currently under expert examination.

Also, a claim has been filed against TIM Celular by company (recharge distributor) INTEGRAÇÃO CONSULTORIA E SERVIÇOS TELEMÁTICOS LTDA. with the 2nd Civil Court of the Judicial District of Florianópolis (SC) worth R$4,000, which aims at the suspension of collectibility of credits already enforced by TIM and claims, on a preliminary injunction basis, the non-inclusion of such credits in restrictive records, plus compensation from early termination of the contract. Worth noting is that TIM initiated judicial collection proceedings against the aforementioned company with the 4th Civil Court of Florianópolis, worth R$3,957.

46


Three notices of delinquency have been served by the São Paulo State Consumer Protection Office (PROCON-SP). The notices recorded under numbers 3673/08 and 222/09 deal with fines imposted by Procon-SP for R$3,192, on the grounds of alleged non-compliance with the rules established by Decree No. 6523/08, which deals with the Customer Service (SAC). In these cases, TIM tendered an administrative defense and awaits a final ruling. There is also another notice of delinquency served by Procon and recorded under No. 1555D7, on the grounds that consumers were charged but did not receive the device. A fine of R$3,192 was also imposed. This case is also under discussion at administrative level, awaiting a decision on the appeal filed by TIM.

Labor

Labor claims

A substantial portion of contingencies refers to organizational restructuring, include the discontinuance of the Client Relationship Centers (call centers) in Fortaleza, Salvador and Belo Horizonte, and the termination of 800 own employees and outsourced personnel.

The process 01102-2006.024.03.00.0 refers to a civil public action filed by the State of Minas Gerais´s Public Labor Ministry 3rd Region, on the charge of irregular outsourcing practices and collective damages. In the respective sentence published on April 16, 2008, the first degree substitute judge found the Public Prosecution Service´s request partly founded, having judged the outsourcing irregular and the damages collective and determined. An ordinary appeal was filed against this decision, which was denied on 07/13/2009. Prior to this appeal, TIM filed a writ of mandamus requesting a preliminary order to stop the coercive acts imposed by the sentence. In view of the ordinary appeal filed, the writ of mandamus lost its objective. To be granted a suspensive effect of its appeal, TIM Nordeste proposed an innominate writ of prevention, which was judged extinguished without the respective judgment on merits. In order to reverse the Regional Labor Court – 3rd Region, TIM Nordeste filed a correctional claim with the Superior Labor Court, with a favorable decision which reversed the Court decision at the second level. An appeal by way of case stated was filed, but was denied. On 09/16/2009, an appeal for review was filed, and is pending ruling by the TST.

Also there were processes filed in the state of Paraná, involving claims for indemnity in connection with social cards. According to an internal rule, TELEPAR (state owned company merged into TIM Celular) undertook to supplement retirement benefits of employees hired until 1982, having proposed to comply with this obligation through payment of a certain amount in cash, before the privatization process. Some of its former employees, however, have questioned this transaction, and were granted their claims, in certain cases.

47


A legal action brought by an employee of an outsourced company was also filed. It claims a direct link with TIM, for overtime and other payment requests stemming from these matters, in processes No. 00770200804401007 and No. 447200905601004. Both are in the phase of filing of supporting documents, but the company that rendered the services, which is also employer of the claimant, continues to render those services and confirmed that it will participate in the proceedings.

Social Security

TIM Celular received in São Paulo a Debit Assessment Notice referring to an alleged irregularity in the payment of contributions to social security levied on Employees´ Profit-Sharing plan in the amount of R$2,388. After filing its administrative defense, however on 09/16/2009 a decision handed down kept the notice of delinquency under discussion. On October 5, 2009 an administrative appeal was filed, which is pending ruling.

In May 2006, TIM Nordeste was assessed under the tax assessment notice no. 35611926-2 for social security contributions allegedly due on: (i) hiring bonus; (ii) non-adjusted bonus; (iii) payment for self-employed people´s activities; and (iv) sales incentives. TIM Nordeste´s administrative defense did not result in reversal of the entry (decision – assessment). In an attempt to change this decision, TIM Nordeste filed an appeal with the Ministry of Finance´s Taxpayers´ Council, which is now pending judgment

Taxes

IR and CSLL

On October 30, 2006, TIM Nordeste was assessed under a single administrative process referring to IRPJ, CSL totaling R$331,171, subsequently reduced to R$258,144, and a separate fine, for different reasons. Most of the assessment refers to amortization of goodwill determined at a Telebrás System privatization auction and the related tax deductions.

In March 2007, the IRS District Office in Recife/PE served a notice on the subsidiary, presenting a Tax Information Document reporting the company that the notice of delinquency is net of amounts of IRPJ, CSLL and a specific fine imposed in addition to applicable fine and interest, which led to a reduction by R$73,027 (principal debt and specific fine imposed in addition to applicable fine and interest). Therefore, there was a shift of a portion of the delinquencies contained in the notice of delinquency to 160 specific claims for offseting, which amounted to R$85,771. In September 2009 a decision was handed down at administrative level, recognizing a portion of the credit offset by the subsidiary, which resulted in a reduction in the amount subject matter of the notice of delinquency, i.e. R$10,510. The subsidiary continues to defend the remaining balance of R$75,335 at administrative level.

48


From May to July 2008, TIM Nordeste received 49 communications of assessment issued by the “Secretaria da Receita Federal do Brasil” in connection with Income Tax and Social Contribution offset by the subsidiary in the years 2002, 2003 and 2004, totaling R$11,088. After it timely impugned all these assessments, the subsidiary now awaits a decision at administrative level within the Brazilian court.

IRRF

In October 2005, TIM Nordeste received a Fiscal Execution notification in the amount of R$5,624, for defaulting on payment of IRRF on rentals, royalties and work done without employment bonds. This subsidiary has already stayed this execution and intends to defend itself against it at higher court jurisdictions.

PIS and COFINS

In 2004, the TIM Nordeste received delinquency notices related to PIS and COFINS payable on foreign exchange gains generated in 1999. The two notices filed by the tax authorities amount to R$30,913.

In view of the legal decision recognizing the unconstitutionality of PIS and COFINS levying on exchange variation, subject matter of the notices of delinquency in question, in April 2007 PIS required on exchange movement was cancelled, and in February 2009 COFINS required on exchange movement was also reduced by R$23,339, and the amount of R$2,263 remained under discussion.

ICMS

In 2003 and 2004 TIM Celular was assessed by the Internal Revenue Secretariat of the State of Santa Catarina for R$42,613 (current value), mainly relating to dispute on the levying of ICMS on telecommunication services provided by the parent Company as well as trade of handsets. This amount is the result of several favorable sentences in administrative processes initially involving assessments of R$95,449. The subsidiary is currently discussing these assessments with the taxing authorities. Based on the internal and external lawyers, the Management concluded that there is still the possibility of loss on the processes under discussion.

In April 2006, TIM Nordeste was assessed by the State of Piauí’s taxing authorities for R$7,308, in connection with the payment of a difference between intrastate and interstate ICMS rate on property, plant and equipment items for use and consumption and the determination of ICMS basis of calculation for acquisition of goods intended for sale. The subsidiary is impugning these assessments at administrative level.

49


In October 2006, TIM Nordeste was assessed by the State of Paraíba’s taxing authorities for R$5,511 referring to failure to ratably reverse ICMS credits on shipment of exempt and non-taxed goods. This assessment is being impugned at administrative level.

In November 2007, TIM Celular was assessed by the State of Rio de Janeiro´s taxing authorities for R$38,274, for allegedly having taken undue ICMS credit from acquisition of property, plant and equipment without application to monthly installments of a coefficient calculated ratably to the goods dispatched subjected to tax and the total goods dispatched. This assessment is being impugned by the Company at administrative level.

In November 2007, TIM Celular was assessed by the State of Rio de Janeiro’s taxing authorities for R$14,367 for defaulting on payment of ICMS and Contribution to the “Fundo Estadual de Combate à Pobreza e Desigualdades Sociais” (State Fund for Fighting Poverty and Social Inequalities) allegedly due on international roaming services. This assessment is being impugned by the subsidiary at administrative level.

The subsidiaries TIM Celular and TIM Nordeste were served notices of delinquency by the tax authorities of the States of São Paulo and Minas Gerais for R$193,883 and R$17,167, respectively, whose subject matter is the alleged failure to include in the calculation base of ICMS the conditional discounts given to customers. The subsidiaries intend to tender defense against such collection up to the upper level of the Judicial Power.

In June 2008, TIM Nordeste was assessed by the State of Bahia taxing authorities for R$16,444, for allegedly defaulting on payment of an additional 2% ICMS rate referring to the Contribution to the “Fundo Estadual de Combate à Pobreza e Desigualdades Sociais” (State Fund for Fighting Poverty and Social Inequalities) due on prepaid reloading revenues. The amounts in question are being discussed after a writ of mandamus obtained by the subsidiary with the respective escrow deposits being duly made. Anyhow, the assessment is being impugned at administrative level.

The subsidiaries TIM Nordeste and TIM Celular were served notices of delinquency by the tax authorities of the States of Ceará, São Paulo, Pernambuco and Paraná for R$24,886, R$19,338, R$20,668 and R$14,785, respectively, whose subject matter is the debt from the use of ICMS credit in the acquisition of electric power. Defenses are being tendered by the subsidiaries against such notices of delinquency at administrative level.

In September 2008, TIM Nordeste was assessed by the State of Minas Gerais’s taxing authorities for R$24,930, representing a separate fine for failure to record telecommunications service invoices in the ICMS determination book. In August 2009 an administrative decision was handed down, reducing the amount of the notice of delinquency by 99.8% . Accordingly, the subsidiary paid the remaining balance, and the claim was closed.

50


In October 2008 TIM Nordeste was assessed by the state of Sergipe´s taxing authorities for R$16,668, referring to a fine for an alleged late-filing of electronic files containing fiscal documentation supporting telecommunication services rendered. This assessment is being contested by the subsidiary at administrative level.

In December 2008, TIM Nordeste was assessed by the state of Rio Grande do Norte´s taxing authorities for R$13,145, for the following reasons: (i) default on payment of ICMS due on communication services rendered in the period from January through December 2003; (ii) default on payment of ICMS due on sales operations performed in the period from January through December 2003; (iii) underpayment of ICMS due to use of a lower tax rate than legally stipulated; (iv) underpayment of additional ICMS due on the “Fundo de Combate a Pobreza e as Desigualdades Sociais” (State Fund for Fighting Poverty and Social Inequalities) in the period from January 2004 through December 2005; and (v) unduly taking tax credit on acquisitions of property, plant and equipment. This assessment is being contested by the subsidiary at administrative level.

In January 2009, TIM Celular was served a notice by the São Paulo state tax authorities, in the amount of R$16,332, regarding alleged lack of payment of ICMS arising from filing of payment form in an amount lower than the amount recorded in the Tax Registers, and non-filing of electronic file related to the tax obligations provided for in ICMS Covenant No. 115 of 2003. The defense presented by the subsidiary against such notice is in the first stage of tax appeals.

In May 2009, TIM Celular received a Tax Foreclosure handed down by the Rio de Janeiro tax authority amounting to R$ 5,829 regarding supposed late ICMS payments, made after the date established in state legislation. The subsidiary presented a debtor’s stay of execution against the aforementioned foreclosure and its collection is being contested by the subsidiary in court.

TIM Nordeste was served, in August 2009, a notice of delinquency by the tax authorities of the State of Bahia for R$10,223 on the grounds of alleged (i) failure to paid ICMS on telecommunication services in connection with the recording of taxed telecommunication services as non-taxed one in the Shipment Register not supported by a valid tax document to prove the related condition set. Period: January to April 2004; and (ii) failure to pay the difference of rates upon the admission of goods intended for fixed assets and material for use and consumption. A defense is being tendered by the subsidiary at administrative level against such notice of deliquency.

ISS

On December 20, 2007, TIM Celular was assessed by the State of Rio de Janeiro’s taxing authorities for R$94,359 for allegedly failing to pay ISS on the following services: technical programming; administrative plan cancellation services; telephone directory aid service and provision of data and information; and network infrastructure sharing. This assessment is being impugned by the Company at administrative level.

51


FUST - Telecommunications Service Universalization Fund

On December 15, 2005, ANATEL issued its Summary no.07 aimed at collecting contributions to the FUST out of interconnection revenues earned by providers of telecommunications services, as from the date of enactment of Law 9.998. The subsidiaries still believe that based on applicable legislation (including the sole paragraph of article 6 of Law 9.998/00), the above revenues are not subject to the FUST charges, and accordingly, the Management has taken the necessary measures to protect their interests. In October and November 2006, ANATEL assessed the Company’s subsidiaries for R$31,338 referring to FUST on interconnection revenues arrears fine allegedly due (in 2001), all because of “Súmula” 07/05.

From September to December 2007, ANATEL issued several assessment notices against the Company’s subsidiaries totaling R$18,654, in connection with FUST allegedly due on interconnection revenues for the year 2002. ANATEL claims for FUST collection on interconnection revenues is currently suspended, due to a sentence that is favorable to the subsidiaries.

In June, July and November 2008, new assessment notices amounting to R$32,360 were issued by ANATEL against the Company’s subsidiaries in connection with FUST levied on interconnection revenues allegedly due for the years 2003 and 2004. ANATEL claims for FUST collection on interconnection revenues is currently suspended, due to a sentence that is favorable to the subsidiaries.

In February 2009, ANATEL continued its audit related to the period from January to December 2004, resulting in new notices served in the amount of R$ 45,698, related to FUST levied on interconnection revenues. ANATEL claims for FUST collection on interconnection revenues is currently suspended, due to a sentence that is favorable to the subsidiaries.

FUNTTEL - Telecommunications Technological Development Fund

The Ministry of Communications assessed TIM Celular and TIM Nordeste for R$13,265 claiming for FUNTTEL amounts allegedly due on interconnection revenues for the years 2001 and 2002. At the same time an arrears fine was imposed on these subsidiaries. In these companies´ opinions, the above mentioned revenues are not subject to FUNTTEL. A writ of mandamus was filed to safeguard the Company’s interests in this case of default on FUNTTEL fees allegedly due on interconnection revenues, based on the same arguments used for the FUST process. The claims for FUNTTEL collection on interconnection revenues are currently suspended, due to a writ of mandamus favorable to the subsidiaries.

52


In November 2008, further assessment notices for R$17,017 were issued by ANATEL in connection with FUNTTEL due on interconnection revenues allegedly due in 2003.

In May 2009, further assessment notices for R$16,506 were issued by ANATEL in connection with FUNTTEL due on interconnection revenues allegedly due in 2004. ANATEL claims for FUNTTEL collection on interconnection revenues is currently suspended, due to a sentence that is favorable to the subsidiaries.

Regulatory proceedings

TIM Celular and TIM Nordeste are authorized to provide SMP in Brazilian states for an indefinite period, and for using the related SMP radio frequencies. Under Terms of Authorization, the authorization for use of radiofrequencies was extended for 15 years from the end of the original validity period. In view of this extension, the object of the above mentioned Terms of Authorization issued in accordance with their respective Acts, the Company was, in its opinion, unduly required by ANATEL, to pay for a new Installation Inspection Fee (TFI) for all its mobile stations in operation in the service-provision area, although these stations have already been licensed at the costs listed below.

Company  State  Term ofAuthorization  Expiry Date  Act  Amount 
TIM Celular 
Paraná (except for Londrina and Tamarana in Paraná municipalities)
002/2006/PVCP/SPV  09/03/2022  57.551 as of 04/13/2006  R$80,066 
TIM Celular 
Santa Catarina 
074/2008/PVCP/SPV  09/30/2023  5.520 as of 09/18/2008  R$54,026 
TIM Celular 
Pelotas and the respective region in the state of Rio Grande do Sul 
001/2009/PVCP/SPV  04/14//2024  1.848 de 04/13/2009  R$333,444 
TIM Nordeste 
Ceará 
089/2008/PVCP/SPV  11/28/2023  7.385 de 11/27/2008  R$41,728 
TIM Nordeste 
Alagoas 
045/2008/PVCP/SPV  12/15/2023  7.383 de 11/27/2008  R$20,038 
TIM Nordeste 
Rio Grande do Norte 
050/2008/PVCP/SPV  12/31/2023  7.390 de 11/27/2008  R$15,021 
TIM Nordeste 
Paraíba 
047/2008/PVCP/SPV  12/31/2023  7.386 de 11/27/2008  R$19,844 
TIM Nordeste 
Piauí 
049/2008/PVCP/SPV  03/27/2024  7.389 de 11/27/2008  R$13,497 
TIM Nordeste 
Pernambuco 
089/2008/PVCP/SPV  05/15/2024  7.388 de 11/27/2008  R$54,000 

53


This requirement, according to ANATEL, would be justified by application of art.9, III, of the Revenue Collection Regulation of the Telecommunications Inspection Fund (Fistel), approved by Resolution Nº 255, which sets forth that TFI shall be levied on the station upon the renewal of the validity of the license which leads to the issuance of a new license. However, as the Company does not find that this legal provision is correctly applied, the collection in question was timely impugned at administrative level, so that simultaneously the collection can be questioned and the collection suspended until a final decision is reached by ANATEL.

20 Assets retirement obligation

As movimentações nas obrigações decorrentes de descontinuidade de ativos encontram-se resumidas a seguir:

    Consolidated 
   
    09/2009    06/2009 
     
    (9 months)   (6 months)
 
Opening balance    211,802    211,802 
 
Additions recorded throughout the period, net of write offs    4,553    3,925 
Monetary adjustment in the period    14,414    9,610 
 
     
Closing balance    230,769    225,337 
     

21 Shareholders equity

a. Capital

As deliberated upon by the Administrative Council, regardless of the statutory reform, the Company is authorized to increase its capital by up to 2,500,000,000 (two billion and five hundred million) common or preferred shares.

The Capital subscribed and paid-in comprises shares without par value, thus distributed:

    09/2009    06/2009 
     
 
Number of common shares    799,924,805    799,924,805 
Number of preferred shares    1,548,522,231    1,548,522,231 
     
    2,348,447,036    2,348,447,036 
     

54


b. Capital reserves

Special Goodwill Reserve

This reserve was set up during the corporate reorganization process in 2000. The portion of the special reserve corresponding to the tax benefit obtained may be capitalized at the end of each fiscal year for the benefit of the controlling shareholder, through issuance of new shares. The respective capital increase will be subject to preemptive rights of the minority shareholders, in proportion to their shareholdings, by type and class upon the new issuance, and the amounts payable during the year in connection with this right must be delivered directly to the controlling shareholder, in accordance with Instruction No. 319/99 of the Brazilian Securities Commission (CVM).

c. Revenue reserves

Legal Reserve

This refers to the 5% (five percent) of net income for every year ended December 31 to be appropriated to the legal reserve, which should not exceed 20% (twenty percent) of capital. Also, the Company is not authorized to set up a legal reserve when it exceeds 30% (thirty percent) of capital plus capital reserves. This reserve can be used only for capital increase or compensation of accumulated losses.

Reserve for Expansion

This reserve, which is set up based on paragraph 2, article 46 of the by-laws and article 194 of Law 6.404/76, is intended to fund investment and network expansion projects.

d. Dividends

Dividends are calculated in accordance with the Company’s by-laws and the Brazilian Corporate Law (“Lei das Sociedades por Ações”).

As stipulated in its by-laws, the Company shall distribute an amount equivalent to 25% of adjusted net income as minimum dividend every year ended December 31, provided there are funds available for distribution.

Preferred shares are nonvoting but take priority on: (i) the payment of capital at no premium, and (ii) payment of a minimum non cumulative dividend of 6% p.a. on the total obtained from dividing the capital stock representing this type of shares by the total number of the same class of shares issued by the Company.

55


In order to comply with Law 10.303/01, the Company’s by-laws were amended, including the First Paragraph of Section 10, which ensures the holders of preferred shares, every year, the right to receive stock dividends corresponding to 3% (three percent) of net earnings per share, based on the balance sheet most recently approved, whenever the dividend established according to this criterion exceeds the dividend calculated according to the criteria previously established, described in the preceding paragraph.

22 Net operating revenue

    Consolidated 
   
        09/2008 
    09/2009    Adjusted 
     
 
Telecommunications service revenue – Mobile         
   Subscription    220,946    293,628 
   Utilization    5,618,746    5,805,751 
   Network use    3,035,927    3,324,330 
   Long distance    1,375,577    1,485,220 
   VAS – Additional services    1,408,547    1,127,046 
   Other    189,475    133,531 
     
    11,849,218    12,169,506 
 
Telecommunications service revenue – Fixed    58,163    2,397 
     
Telecommunications service revenue – Mobile and Fixed    11,907,381    12,171,903 
 
Goods sold    1,439,127    1,233,018 
     
Gross operating revenue    13,346,508    13,404,921 
     
 
Deductions from gross revenue         
   Taxes    (2,926,068)   (2,899,470)
   Discounts given    (642,291)   (851,308)
   Returns and other    (124,749)   (68,187)
     
    (3,693,108)   (3,818,965)
     
 
    9,653,400    9,585,956 
     

56


23 Cost of services rendered and goods sold

    Consolidated 
   
    09/2009     09/2008 
     
 
Personnel    (52,415)   (69,835)
Third parties´ services    (233,310)   (190,338)
Interconnection    (2,490,831)   (2,866,589)
Depreciation and amortization    (1,078,400)   (983,784)
Telecommunications surveillance fund (FISTEL)   (7,891)   (6,548)
Rentals    (116,420)   (106,404)
Other    (21,397)   (24,409)
     
Cost of services rendered    (4,000,664)   (4,247,907)
 
Cost of goods sold    (1,126,486)   (966,137)
     
 
Total cost of services rendered and goods sold    (5,127,150)   (5,214,044)
     

24 Selling expenses

    Consolidated 
   
    09/2009    09/2008 
     
 
Personnel    (276,251)   (270,043)
Third parties´ services    (1,534,498)   (1,273,066)
Advertising and publicity expenses    (359,244)   (222,274)
Loss and allowance for doubtful accounts    (339,955)   (618,279)
Telecommunications surveillance fund (FISTEL)   (453,761)   (421,821)
Depreciation and amortization    (250,884)   (220,060)
Other    (64,004)   (61,621)
     
    (3,278,597)   (3,087,164)
     

57


25 General and administrative expenses

    Parent Company    Consolidated 
     
    09/2009    09/2008    09/2009    09/2008 
         
 
Personnel    (1,108)   (1,118)   (112,169)   (144,097)
Third parties´ services    (4,897)   (2,282)   (271,089)   (290,966)
Depreciation and amortization        (378,879)   (360,917)
Other    (194)   (463)   (46,895)   (42,294)
         
    (6,199)   (3,863)   (809,032)   (838,274)
         

26 Other operating revenues (expenses), net

    Parent Company    Consolidated 
     
                09/2008 
    09/2009    09/2008    09/2009    Ajustado 
         
 
Revenues                 
Fines – Telecommunications services        27,011    38,122 
Reversal of the provision for contingencies    1,818    201    33,133    5,325 
Disposal of property, plant and equipament        1,404    4,548 
Other operating revenues        3,012    16,240 
         
    1,818    201    64,560    64,235 
         
 
Despesas                 
Amortization of deferred charges        (86)   (88)
Amortization of concessions        (244,108)   (220,325)
Taxes, rates and contributions        (15,393)   (12,720)
Goodwill amortization      (1,186)     (1,186)
Provision for contingencies    (473)   (2,175)   (70,674)   (81,481)
Cost on disposal of property, plant and equipament          (13,621)   (7,974)
Other operating expenses    (34)   (11)   (7,407)   (4,881)
         
    (507)   (3,372)   (351,289)   (328,655)
         
 
Other operating revenues (expenses), net    1,311    (3,171)   (286,729)   (264,420)
         

58


27 Financial income

    Parent Company    Consolidated 
     
                09/2008 
    09/2009    09/2008    09/2009    Adjusted 
         
 
Interest on short-term investments in                 
the money market    3,107    3,359    38,926    48,011 
Monetary adjustment    486    449    12,381    11,637 
Interest received from clients        31,205    33,771 
Exchange variation        580,761    364,291 
Other revenues        5,137    7,754 
         
    3,597    3,808    668,410    465,464 
         

28 Financial expenses

    Parent Company    Consolidated 
     
                09/2008 
    09/2009    09/2008    09/2009    Adjusted 
         
 
Interest on loans and financing        (197,781)   (177,913)
Interest paid to suppliers        (3,674)   (504)
Interest on taxes and rates        (1,917)   (900)
Interest on authorizations          (38,023)
Monetary adjustment    172    94    (1,661)   (8,423)
Discounts given        (8,015)   (40,335)
Exchange variation        (634,148)   (495,604)
Other expenses    (31)   (15)   (18,250)   (21,696)
         
    141    79    (865,446)   (783,398)
         

59


29 Income tax, social contribution expenses and tax losses

    Parent         
    Company    Consolidated 
     
    09/2009    09/2009    09/2008 
       
 
Income tax for the quarter      (42,807)   (43,820)
Social contribution for the year      (15,475)   (15,861)
Fiscal incentive – ADENE      28,707    21,176 
       
      (29,575)   (38,505)
 
Deferred income tax      (25,720)  
Deferred social contribution      (9,260)  
       
      (34,980)    
 
Amortization of goodwill on privatization        (29,429)
 
Provision/reversal for income tax and social contribution contingencies    (1,702)   11,249   
       
 
    (1,702)   (53,306)   (67,934)
       

Below, the reconciliation of income tax and social contribution expenses calculated at the applicable tax rates plus the amounts reflected in the income statement:

    Consolidated 
   
    09/2009    09/2008 
        Adjusted 
     
 
Pretax income    (45,144)   (135,880)
 
Combined tax rate    34%    34% 
     
 
Income tax and social contribution at the combined tax rate    15,349    46,199 
 
(Aditions)/exclusions:         
   Unrecognized tax losses and temporary differences    (62,441)   (131,794)
   Accrual/ reversal of income tax and social contribution contingencies    11,249   
   Use of recognized tax losses and temporary differences    (34,980)  
   Permanent (Additions)/exclusions    (5,147)   (3,857)
   Fiscal incentive- ADENE    28,707    21,176 
   Other    (6,043)   342 
     
    (68,655)   (114,133)
     
 
Income tax and social contribution charged to the income for the year    (53,306)   (67,934)
     

60


30 Transactions with Telecom Italy Group

The transactions with Telecom Italy Group, which are performed under regular conditions, similarly to those with third parties, are thus composed:

    Assets 
   
    09/2009    06/2009 
     
 
Telecom Personal Argentina (1)   1,318    1,550 
Telecom Italia Sparkle (1)   6,074    1,783 
Telecom Italia S.p.A. (2)   1,752    2,351 
Other    528    621 
     
Total    9,672    6,305 
     
 
    Liabilities 
   
    09/2009    06/2009 
     
 
Telecom Italia S.p.A. (2)   19,684    15,906 
Telecom Personal Argentina (1)   576    1,162 
Telecom Italia Sparkle (1)   6,977    6,256 
Other    474    512 
     
Total    27,711    23,836 
     
 
    Revenue 
   
    09/2009    09/2008 
     
 
Telecom Italia S.p.A. (2)   8,649    8,513 
Telecom Personal Argentina (1)   3,259    2,431 
Telecom Italia Sparkle (1)   7,338    4,878 
Other    642    1,457 
     
Total    19,888    17,279 
     
 
    Cost/Expense 
   
    09/2009    09/2008 
     
 
Telecom Italia S.p.A. (2)   14,620    21,100 
Telecom Italia Sparkle (1)   17,706    14,445 
Telecom Personal Argentina (1)   4,722    6,975 
Other    805    8,459 
     
Total    37,853    50,979 
     

61


(1) These refer to roaming, value-added services – VAS and media assignment.

(2) These amounts refer to international roaming, technical post-sales assistance and value-added services – VAS.

On April 02, 2009, at the General Shareholders´ Meeting of the Company, the renewal for a further 12 months was approved, of a cooperation and support agreement with Telecom Italia, effective between January 3, 2009 and January 02, 2010. Such agreement had been approved on May 3, 2007 by the Board of Directors of the Company and renewed for more 12 months 9January-December 2008) at TIM Participações’ General Shareholders´ Meeting on March 03, 2008.

Up to September 2009, R$ 15,543 was provisioned (R$ 11,021 at June 30, 2009), of which, R$ 15,285 relates to fixed assets (R$ 10,900 at June 30, 2009) and R$ 258 related to costs/ expenses. This contract seeks to add value to the Company using Telecom Italia’s experience to: (i) increase the effectiveness and efficiency of operations by adopting in-house solutions, and (ii) sharing systems, services, processes and best practices that are widely used in the Italian market and can easily be adapted to the Company.

The balance sheet account balances are recorded in the following groups: accounts receivable, suppliers – trade payables and other current assets and liabilities.

31 Financial instruments and risk management

The Company through its subsidiaries carries out transactions with derivative financial instruments, without speculation purposes, but only to mitigate the risks relating to exchange rates and interest and exchange movement, fully comprising the swap contracts, without, therefore, exotic derivatives or other types of derivatives.

The Company presents its financial instruments according to CVM’s instruction 566, issued December 17, 2008, which approved CPC’s Technical Pronouncement 14, and CVM’s instruction 475.

62


Accordingly, the Company and its subsidiaries show that the main risk factors to which they are exposed are as follows:

(i) Exchange rate risk

The exchange rate risk relates to the possibility of the subsidiaries incurring losses resulting from fluctuations in exchange 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 swap contracts with financial institutions.

As of September 30, 2009 the subsidiaries’ loans indexed to the exchange variance of foreign currencies are fully covered by swap contracts. The income or loss resulting from these swap contracts is charged to operating income.

Besides the loans taken by the subsidiaries, which are the object of swap contracts, there are no other financial assets in significant amounts indexed to foreign currencies.

(ii) Interest rate risks

The interest rate risks relate to:

Possibility of variances in the fair value of financing obtained by the subsidiary TIM Nordeste at the pre-fixed interest rates, in case such rates do not reflect the current market conditions. For this type of risk to be mitigated, the subsidiary TIM Nordeste enters into swap contracts with financial institutions, transforming into a percentage of the CDI the pre-fixed interest rates levied on a portion of financing obtained. Gains or losses arising from swap contracts affect directly TIM Nordeste’s results.

Possibility of variances in the fair value of financing obtained by the subsidiary TIM Celular and indexed to the TJLP, in case such rates do not proportionally follow the rates regarding the Interbank Deposit Certificates (CDI). For this type of risk to be mitigated, the subsidiary TIM Celular enters into swap contracts with financial institutions, transforming into a percentage of the CDI the TJLP levied on a portion of financing obtained. Gains or losses arising from swap contracts affect directly TIM Celular’s results.

Possibility of an unfavorable change in interest rates, with a resulting increase in financial expenses incurred by the subsidiaries, due to fluctuation of interest rate on part of their hedge debt and obligations. At September 30, 2009, the subsidiaries’ financial resources are mostly invested in CDI, which partially reduces this risk.

63


(iii) Credit risk related to services rendered

This risk is related to the possibility of the subsidiaries computing losses originating from the difficulty in collecting the amounts billed to customers. In order to mitigate this risk, the Company and its subsidiaries perform credit analysis that assist the management of risks related to collection problems, and monitor accounts receivable from subscribers, blocking the telephone, in case customers default on payment of their bills. There is no single client accounting for more than 10% of net receivables from services rendered at September 30, 2009 and 2008 or of income from services in the nine-month period then ended.

(iv) Credit risk inherent in the sale of telephone sets and prepaid telephone cards

The policy adopted by the subsidiaries for sale of telephone sets and distribution of prepaid telephone cards is directly related to credit risk levels accepted in the regular course of business. The choice of partners, the diversification of the accounts receivable portfolio, the monitoring of credit conditions, the positions and limits defined for orders placed by dealers, and the adoption of guarantees are procedures adopted by the subsidiaries to minimize possible collection problems with their business partners. There is no single client accounting for more than 10% of net receivables from sales of goods at September 30, 2009 and 2008 or of income from services in the nine-month period then ended.

(v) Financial credit risk

This risk relates to the possibility of the Company and its subsidiaries computing losses originating from the difficulty in realizing its short-term investments and swap contracts. The Company and its subsidiaries minimize the risk associated to these financial instruments by investing in well-reputed financial institutions and by following policies that establish maximum levels of concentration of risk by 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 and its subsidiaries.

64


Market value of financial instruments

The consolidated financial derivative instruments are as follows:

    09/2009    06/2009 
     
    Assets    Liabilities    Net    Assets    Liabilities    Net 
     
 
Derivative operations    89,004    136,958    (47,954)   90,879    189,043    (98,164)
     
 
Current portion    63,329    42,503        25,566    103,633     
     
Long-term portion     25,675    94,455        65,313    85,410     

The consolidated financial derivative instruments as of September 30, 2009 mature as follows:

    Assets    Liabilities 
     
2010    979    202 
2011    3,399    1,408 
2012    2,158    710 
2013    521   
2014 on    18,618    92,130 
     
    25,675    94,455 
     

The fair values of derivative instruments of the subsidiaries were determined based on future cash flows (assets and liabilities position), taking into account the contracted conditions and bringing these flows to present value by means of discount at the future CDI rate published in the market. The fair values were estimated at a specific time, based on information available and the Company´s valuation methodologies.

The Company’s protection policy against financial risk – A summary

The Company’s policy stipulates the adoption of swap mechanisms against financial risks involved in financing taken in foreign or local currency, in order to control the exposure to risks related with exchange variation and interest rate variation.

The derivate instruments against exposure to exchange risks should be contracted concurrently with the debt contract that originated the exposure. The level of coverage to be contracted for these exchange exposures is 100% in terms of time and amount.

When it comes to exposure to risk factors in local currency arising from financing linked to fixed interest rate or TJLP, as the yield on the Company’s and the subsidiaries cash and cash equivalents is based on the CDI, it is the subsidiaries´ strategy to change part of these risks into exposure to the CDI.

65


As of September 30, 2009 and June 31, 2009, there are margins or guarantees applying to the operations with derivative instruments owned by the subsidiaries.

The selection criteria followed by financial institutions rely on parameters that take into consideration the rating provided only by renowned risk analysis agencies, the shareholders´ equity and the degree of concentration of their operations and resources.

The table below shows the derivative instruments operations contracted by the subsidiaries, in force as of September 30, 2009 and June 31, 2009:

    Item affected by swap mechanism    Curren     Reference Value 
(Notional R$)
  Fair Value 
     
      cy    09/2009    06/2009    09/2009    06/2009 
   
 
Fixed interest risk vs. CDI    Part of financing taken from BNB    BRL    65,721    72,897         
Assets Position                  106,188    114,296 
Liabilities Position                  (96,434)   (104,934)
Net balance                  9,754    9,362 
 
TJLP Risk vs. CDI    Part of financing taken from BNDES    BRL    349,571    373,352         
Assets Position                  349,639    370,783 
Liabilities Position                  (343,162)   (366,311)
Net balance                  6,477    4,472 
 
USD Exchange Risk vs. CDI    Hedge against the risk of exchange variation of loans granted by the Banks Santander, ABN, Unibanco, BNP Paribas and    USD    767,657    603,915         
Assets Position                  695,816    544,109 
Liabilities Position                  (781,310)   (609,750)
                       
                       
                         
Net balance    BEI                (85,494)   (65,641)
 
JPY Exchange Risk vs. CDI    Hedge against the risk of exchange variation of loans granted by the bank Santander    JPY    146,836    551,670         
Assets Position                  195,561    543,563 
Liabilities Position                  (174,252)   (589,920)
Net balance                  (21,309)   (46,357)
 
       
TOTAL            1,329,785    1,601,834    (47,954)   (98,164)
       

66


Fixed interest swap vs. CDI

The operations with derivative instruments are intended to safeguard the Company and the subsidiary TIM Nordeste against possible losses in the case of increase in the interest rate set by Banco do Nordeste do Brasil (BNB), as required by the provisions dealing with financial charges on operations that use the Constitutional Financing Funds´s resources obtained under financing operations for expansion of the Company´s network in the Northeastern region, in 2004 and 2005. These derivative instruments mature through April 2013 and safeguard approximately 61.64% of all the financing taken from BNB by TIM Nordeste.

Based on the BNB´s current reference rate - 10% p.a. – the financing taken by the subsidiary TIM Nordeste and the respective derivative instruments contracted as part of these financing operations average 11.22% p.a. as a receivable item, and 73.39% of the CDI as a payable item. A possible reversal scenario would occur, if the CDI exceeded the level of 15.90% p.a. These derivative instruments were contracted with Santander and Unibanco, currently named Banco Itaú BBA S.A.

TJLP Swap vs. CDI

These financial derivative instrument operations are intended to safeguard the Company and the subsidiary TIM Celular against possible loss of assets due to increase in BNDES´s reference rate (TJLP) for financing contracted with that Institution in 2005. Its payable portion is contracted at an average cost in the equivalent to 90.62% of the CDI. These operations currently protect 27.50% of the total financing taken from BNDES, and mature on a monthly basis through August 2013. At September 30, 2009, the Company´s book income on this operation is positive, with Santander and UNIBANCO as its partners.

Exchange swap vs. CDI

The derivative instruments of this kind are intended to safeguard the Company and the subsidiary TIM Celular against exchange risks involved in contracts signed under BACEN Resolution 2.770, heretofore “2770”, indexed to the USD and JPY, and simultaneously contracted with the respective financing besides the foreign currency denominated loans taken out from BNP Paribas and from BEI. All 2770 lines are safeguarded at an average cost of 129.66% of the CDI for USD-denominated contracts and 114.5% for JPY-denominated ones, the loan from BNP Paribas being hedged at an average cost of 95.01% of the Interbank Deposit Certificate (CDI) and the loan from BEI being hedged at an average cost of 98.50% of the Interbank Deposit Certificate (CDI). As a receivable item, a swap is contracted using the same coupon of the line used. In this case, the exchange variation on financing is fully offset by the variation on contracted swaps.

67


These swap contracts mature on the same date as the debt, i.e., until July/10 for the financing raised through lines of credit set forth by Resolution No. 2770, until 2016 for the loan from BEI and until December 17 for the loan from BNP Paribas. These derivative instruments were contracted with Santander, Unibanco (currently named Banco Itaú BBA S.A.), Votorantim, ABN AMRO (currently named Banco Santander), Citibank and BES.

Statement of Sensitivity Analysis – Effect on the swap fair value variation

For identifying possible distortions on derivative consolidated operations currently in force, a sensitivity analysis was made considering three different scenarios (probable, possible and remote) and the respective impact on the results attained, namely:

        Probable    Possible    Remote 
Description    09/2009    Scenario    Scenario    Scenario 
         
 
Prefixed debt    106,188    106,188    102,620    99,172 
Fair value of swap assets side    106,188    106,188    102,620    99,172 
Fair value of swap liabilities side    96,434    96,434    95,553    94,669 
Swap - Net exposure    9,754    9,754    7,067    4,503 
 
TJLP-indexed debt (partial amount)   349,639    349,639    336,169    323,072 
Fair value of swap assets side    349,639    349,639    336,169    323,072 
Fair value of swap liabilities side    343,162    343,162    342,176    341,225 
Swap - Net exposure    6,477    6,477    (6,007)   (18,153)
 
US- indexed debt (Resolution 2.770)   695,816    695,816    878,658    1,054,398 
Fair value of swap assets side    695,816    695,816    878,658    1,054,398 
Fair value of swap liabilities side    781,310    781,310    779,958    778,771 
Swap - Net exposure    (85,494)   (85,494)   98,700    275,627 
 
JPY-indexed debt (Resolution 2.770)   195,561         195,561    254,531    305,642 
Fair value of swap assets side    195,561    195,561    254,531    305,642 
Fair value of swap liabilities side    174,252    174,252    174,639    175,034 
Swap - Net exposure    21,309    21,309    79,892    130,608 

Because the Company and its subsidiaries own only financial derivative instruments intended as a safeguard of their financial debt, the changes in the scenarios are followed by the respective safeguard instrument, thus showing that the exposure effects arising from swaps are not significant. In connection with these operations, the Company and its subsidiaries disclosed the fair value of the object (debt) and the financial derivative instrument on separate lines, (see above), so as to provide information on the Company´s and its subsidiaries´ net exposure in each of the three scenarios focused.

68


Note that all operations with financial derivative instruments contracted by the subsidiaries are solely intended as a safeguard for assets. As a consequence, any increase or decrease in the respective market value will correspond to an inversely proportional change in the financial debt contracted under the financial derivative instruments contracted by the subsidiaries.

Our sensitivity analyses referring to the derivative instruments in effect as of September 30, 2009 basically rely on assumptions relating to variations of the market interest rate, prefixed rate and TJLP, as well as variations of foreign currencies underlying the swap contracts. These assumptions were chosen solely because of the characteristics of our derivative instruments, which are exposed only to interest rate and exchange rate variations.

Given the characteristics of the subsidiaries´ financial derivative instruments, our assumptions basically took into consideration the effect of reduction of the main indices (CDI and TJLP) and fluctuation of foreign currencies used in swap operations (USD and JPY), with the following percentages and quotations as a result:

Risk Variable    Probable Scenario    Possible Scenario    Remote Scenario 
 
 
CDI    8.59%    10.70%    12.90% 
TJLP    6.00%    7.50%    9.00% 
USD    R$ 1.7919    R$ 2.2399    R$ 2.6879 
JPY    R$ 0.0199    R$ 0.0249    R$ 0.0299 

A Table of Gains and Losses for the Period

Descriptive Table of Gains and (Losses) on Derivatives    09/2009 
   
 
Fixed interest risk vs. CDI    2,976 
TJLP risk vs. CDI    5,492 
USD exchange risk vs. CDI    (177,871)
     JPY exchange risk vs. CDI    (203,807)
   
     Net gains/(losses)   (373,210)
   

69


32 Pension plans and other post-employment benefits

    Parent Company 
   
    09/2009    06/2009 
     
 
PAMA – health care plan    4,094    4,156 
PAMEC    427    427 
     
    4,521    4,583 
     
 
 
    Consolidated 
   
    09/2009    06/2009 
     
 
Term of atypical contractual relationship    4,094    4,156 
PAMA    1,946    1,946 
PAMEC/health care plan    189    189 
     
    6,229    6,291 
     

Supplementary Pension Plan

On August 7, 2006, the Company’s administrative council approved the implementation by Itaú Vida e Previdência S.A, of PGBL and VGBL Supplementary Pension Plans for the Company, TIM Celular and TIM Nordeste. All employees not benefiting from pension plans sponsored by the Company and its subsidiaries are eligible for these supplementary plans.

Term of Atypical Contractual Relationship

The Company is the succeeding sponsoring company arising from the partial spin-off of Telecomunicações do Paraná S.A. – TELEPAR, of the private pension supplementation plans introduced in 1970 under a Collective Agreement, approved by the Atypical Contractual Agreement entered into by said company and the Unions representing the professional categories then existing.

This agreement covers 86 employees hired before December 31, 1982, to whom a supplementary pension is granted, on the condition that the retirement only occurs after a minimum service length of 30 years for men and 25 years for women.

As a result of Telebrás split in June 1998, the Company opted for extinguishment of this supplementary pension plan, and accordingly, the participants were entitled to payment in cash of accumulated benefits or transfer to the PBT-SISTEL plan of the obligations assumed under this plan. Most of the participants opted for payment in cash or adherence to the PBT-SISTEL plan, the remainder, duly provided for, will be used to cover benefits due to employees who have not made their option (4 employees as of September 30, 2009 and June 30, 2009).

70


SISTEL e TIMPREV

The Company, TIM Nordeste and TIM Celular have sponsored a private defined benefits pension plan for a group of TELEBRÁS system’s former employees, which is managed by Fundação Sistel de Seguridade Social – SISTEL, as a consequence of the legal provisions applicable to the privatization process of these companies in July 1998.

As in 1999 and 2000 the sponsors of the pension plans managed by SISTEL had already negotiated conditions for the creation of individual pension plans for each sponsoring company and maintenance of joint liability only in relation to the participants already assisted on January 31, 2000, the Companies and their subsidiaries, like other companies resulting from the former TELEBRÁS system, in 2002 started the creation of a pension plan for defined contributions meeting the most modern social security standards adopted by private companies, with the possibility of migration to this plan of the employee groups linked to SISTEL.

On November 13, 2002, the Brazilian Secretariat for Supplementary Pension Plans, through official ruling no. 1917 CGAJ/SPC, approved the statutes of the new pension plan, denominated Statutes of TIMPREV Benefits Plan, defined contributions, which provide for new conditions for benefits granting and maintenance, as well as the rights and obligations of the Plan Managing Entity, the sponsoring companies, participants and the beneficiaries thereof.

Under this new plan, the sponsor’s regular contribution will correspond to 100% of a participant’s basic contribution, and TIMPREV´s managing entity will ensure the benefits listed below, under the terms and conditions agreed upon, with no obligation to grant any other benefits, even if the government-sponsored social security entity starts granting them:

71


However, as not all of the Company’s and its subsidiaries´ employees have migrated to TIMPREV plan, the pension and health care plans deriving from the TELEBRÁS system briefly listed below remain:

PBS: benefits plan of SISTEL for defined benefits, which includes the employees paying contributions to the plan (active) who participated in the plans sponsored by the companies of the former TELEBRÁS system;

PBS Assistidos: a private, multi-sponsored pension plan for employees receiving benefits;

Convênio de Administração: for managing pension payment to retirees and pensioners of the predecessors of the subsidiary companies;

PAMEC/Apólice de Ativos: health care plan for pensioners of the predecessors of the subsidiary companies;

PBT: defined-benefit plan for pensioners of the predecessors of the company and its subsidiaries;

PAMA: health care plan for retired employees and their dependents, on a shared-cost basis.

In accordance with the rules established by NPC-26 issued by the Institute of Independent Auditors of Brazil – IBRACON, and approved by CVM Deliberation No, 371, the actuarial position of these plans represents a surplus not recorded by the Company as it was impossible to recover these amounts, and also considering that the amount of contributions will not be reduced for the future sponsor.

On January 29, 2007 and April 9, 2007, through the Supplementary Social Security Secretariat, the Ministry of Social Security approved the transfer of the benefit plans management: “PBS–Tele Celular Sul”, “TIM Prev Sul”, “PBT–TIM”, Management Agreement, “PBS–Telenordeste Celular” and “TIM Prev Nordeste” (according to Communications SPC/DETEC/CGAT, n° s, 169, 167, 168, 912, 171 and 170, respectively) from “Fundação Sistel de Seguridade Social- SISTEL”, to “HSBC – Fundo de Pensão”.

The other plans – “PAMA and PBS – Assistidos” – continue to be managed by “Fundação Social de Seguridade Social – SISTEL”. The only exception is “Plano PAMEC/Apólice de Ativos”, which was terminated, with the Company remaining responsible for coverage of the respective benefit, from now on called “PAMEC/Apólice de Ativos”.

72


In view of the approval of the proposed migration by the Administrative Council in January 2006, and those of the Ministry of Social Security, the transfer of the above mentioned Funds from “Fundação Sistel de Seguridade Social – SISTEL” to “HSBC – Fundo de Pensão” came into effect in April 2007.

In the nine-month period ended September 30, 2009, the contributions to the pension funds and other post-employment benefits totaled m R$ 136 (R$156 in the same period of 2008)

33 Management’s fees

The fees paid to the management of the Company and its subsidiaries in the nine-month period ended September 30, 2009 totaled R$ 5,188 (R$ 5,758 in the same period of 2008).

34 Insurance

It is the Company’s and its subsidiaries´ policy to monitor risks inherent in their operations, which is why as of September 30, 2009, they have insurance coverage against operating risks, third party liability, and health, among others. The Management of the Company and its subsidiaries find the insurance coverage sufficient to cover possible losses. The table below shows the main assets, liabilities or interests insured and the respective amounts:

 Types    Amounts insured 
   
Operating risks    R$14,722,244 
General Third Party Liability – RCG    R$40,000 
Cars (Executive and Operational Fleets)   100% Fipe table, R$1,000 for civil liability (Material and Physical Damages). 

35 Commitments

ANATEL

Under the terms of the Authorization for Mobile Personal Service (SMP) Exploitation, the subsidiaries have committed to implement and actually implemented; mobile personal telecommunications cover for the assigned area. Also under these Terms of Authorization, the subsidiaries are required to operate in accordance with the quality standards established by ANATEL, and comply with the related obligations. In the event these terms are not complied with, the subsidiaries are subject to PADO (Obligation Non-Compliance Determination Procedures) and any subsequently applicable penalties.

73


ANATEL has brought administrative proceedings against the subsidiaries for: (i) noncompliance with certain quality service indicators; and (ii) default on certain other obligations assumed under the Terms of Authorization and pertinent regulations.

In their defense before ANATEL, the subsidiaries presented several reasons for defaulting, most of them involuntary and not related to their activities and actions. The provision for regulatory contingencies shown in the balance sheet reflects the amount of losses expected by the Management (Note 19).

Rentals

The equipment and property rental agreements signed by the Company and its subsidiaries have different maturity dates. Below, a list of minimum rental payments to be made under such agreements:

2010    239,724 
2011    248,833 
2012    258,289 
2013    268,104 
2014    278,292 
   
    1,293,242 
   

36 Transactions with Group Telefônica

On April 28, 2007, Assicurazioni Generali S,p,A, Intesa San Paolo S,p,A, Mediobanca S,p,A, Sintonia S,p,A and Telefónica S,A, entered into an agreement to acquire the whole capital of Olimpia S,p,A,, a company which, in turn, held approximately 18% of the voting capital of Telecom Italia S,p,A,, the Company’s indirect parent company. This acquisition was made through Telco S,p,A, (“Telco”), With the implementation of the operation in October 2007, Telco came to hold 23.6% of the voting capital of Telecom Italia S,p,A., the indirect parent company of TIM Participações.

74


Through its Act no, 68,276/2007 published in the Federal Government Official Gazette of November 5, 2007 ANATEL approved the operation and imposed certain restrictions to guarantee absolute segregation of businesses and operations performed by the Telefonica and TIM group companies in Brazil, For purposes of ANATEL´s requirements implementation, TIM Brasil, TIM Celular and TIM Nordeste submitted to ANATEL the necessary measures to ensure this segregation de facto and de jure in Brazil, so that Telefónica´s participation in Telco S,p,A, cannot characterize influence on the financial, operational and strategic decisions made by Group TIM´s Brazilian operators. Therefore, TIM continues to operate in the Brazilian market on the same independent and autonomous basis as before.

The agreements between the subsidiaries controlled by TIM Participações and the Group Telefonica´s operators in Brazil, in force at September 30, 2009, refer solely to telecommunications services covering interconnection, roaming, site-sharing and co-billing procedures, as well contracts relating to CSP (provider operation code) at regular price and conditions, in accordance with pertinent legislation. On September 30, 2009, the receivables and payables arising from these agreements amount are R$125,594 and R$108,985, respectively (R$125,198 and R$98,243 as of June 30, 2009). The amounts recorded as “Income” by the Company after approval of the transaction represent operating revenues and expenses amounting to R$1,040,605 and R$690,832, respectively (R$1,113,438 e R$700,644 in the nine-month period ended September 30, 2008).

37 Other information

Acquisition of Intelig

On April 16, 2009, the Company announced the signature of the agreement to merger Intelig. The Merger Agreement plans the acquisition will occur through the Company’s merger of Holdco Participações Ltda. (“HOLDCO”), a company that controls Intelig. Conclusion of this merger is subject to certain conditions, specially related to the previous approval by Agência Nacional de Telecomunicações – ANATEL, and the conclusion of the Intelig corporate and financing restructuring process. In August, such merger was previously approved by ANATEL, whilst the stage of Intelig’s capital and financial reorganization is still under way.

75


Special review report of independent auditors

The Board of Directors and Shareholders
TIM Participações S.A.
Rio de Janeiro - RJ

1. We have performed a special review of the accompanying standalone and consolidated Quarterly Financial Information (ITR) of TIM Participações S.A. for the quarter ended September 30, 2009, including the balance sheet, statements of operations, of changes in shareholders’ equity and of cash flows, report on the Company’s performance and notes thereto, prepared under the responsibility of the Company’s management.

2. Our review was conducted in accordance with the specific procedures determined by the Institute of Independent Auditors of Brazil (IBRACON) and the National Association of State Boards of Accounting (CFC), and included principally: (a) inquiries of and discussions with the management responsible for the Company’s accounting, financial and operational areas about the criteria adopted for the preparation of the quarterly information and (b) review of information and subsequent events which have or might have significant effects on the Company’s operations and financial position.

3. Based on our special review, we are not aware of any material modification that should be made to the Quarterly Financial Information referred to above for it to comply with accounting practices adopted in Brazil and with Brazilian Securities and Exchange Commission (CVM) regulations specifically applicable to the preparation of Quarterly Financial Information.

76


4. The Quarterly Financial Information of TIM Participações S.A. for the quarter ended September 30, 2008, whose statement of operations is being presented for comparative purposes, was reviewed by other independent auditors, who issued an unqualified special review report on October 24, 2008. Such Quarterly Financial Information was prepared originally before the adjustments arising from the changes in accounting practices described in Note 2. In connection with our review of the Quarterly Financial Information for the quarter ended September 30, 2009, we also reviewed the adjustments arising from the changes in accounting practices described in the same Note 2, and we are not aware of any material modification that should be made thereto as a result of such adjustments.

Rio de Janeiro, October 20, 2009

     ERNST & YOUNG
Auditores Independentes S.S.
CRC - 2SP 015.199/O -6 - F - RJ

Claudio Camargo
Accountant CRC - 1PR 038.371/O -1 - S – RJ

77


SIGNATURE

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



  TIM PARTICIPAÇÕES S.A.  
       
Date: October 30, 2009 By: /s/ Claudio Zezza  
 
    Name: Claudio Zezza  
    Title: CFO and Investor Relations Officer  

 

FORWARD-LOOKING STATEMENTS

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