tsuitr3q10_6k.htm - Generated by SEC Publisher for SEC Filing
 
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, 2010
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 of the original in Portuguese)

 

FEDERAL GOVERNMENT SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)                        

QUARTERLY INFORMATION - ITR

COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES

 

 

 

 

Corporate Legislation

September 30, 2010

 

 

 

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

2 – COMPANY NAME

3 - National Corporate Taxpayers' Registration Number – CNPJ

 

01763-9

TIM PARTICIPAÇÕES S.A.

02.558.115/0001-21

 

4 – State Registration Number – NIRE

 

33.3.0027696-3

 

 

 

01.02       - HEAD OFFICE

 

 

 

 

1 - ADDRESS 

2 – SUBURB OR DISTRICT

 

Avenida das Américas, 3434, Bloco 1 7º andar - parte

Barra da Tijuca

 

3 – POSTAL CODE

4 – MUNICIPALITY

5 – STATE

 

22640-102

Rio de Janeiro

Rio de Janeiro

 

6 - AREA CODE

7 – TELEPHONE

8 – TELEPHONE

9 – TELEPHONE

10 – TELEX

 

21

4009-3742

4009-4017

-

-

 

11 - AREA CODE

12 – FAX

13 – FAX

14 – FAX

 

 

21

4009-3314

4009-3990

-

-

 

15 - E-MAIL

rtostes@timbrasil.com.br

 

 

01.03       - INVESTOR RELATIONS OFFICER (Company Mail Address)

 

 

1 – NAME

 

Claudio Zezza

 

2 – ADDRESS

3 – SUBURB OR DISTRICT

 

Avenida das Américas, 3434, Bloco 1 7º andar - parte

Barra da Tijuca

 

3 – POSTAL CODE

4 – MUNICIPALITY

5 – STATE

 

22640-102

Rio de Janeiro

Rio de Janeiro

 

6 - AREA CODE

7 – TELEPHONE

8 – TELEPHONE

9 – TELEPHONE

10 – TELEX

 

21

4009-3742

4009-4017

-

-

 

11 - AREA CODE

12 – FAX

13 – FAX

14 – FAX

 

 

21

4009-3314

4009-3990

-

-

 

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

 

01.01.2010

12.31.2010

3

07.01.2010

09.30.2010

2

04.01.2010

06.30.2010

 

9 - Independent Accountant

PricewaterhouseCoopers Auditores Independentes

10 - CVM CODE

00287-9

 

11 – PARTNER Responsible

Sérgio Eduardo Zamora

12 – INDIVIDUAL TaxpayerS’ REGISTRATION Number of THE PARTNER Responsible

107.092.038-02

 

1

 


 

 

(A free translation of the original in Portuguese)

 

FEDERAL GOVERNMENT SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)                                          

 QUARTERLY INFORMATION - ITR

COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES

 

 

 

 

Corporate Legislation

September 30, 2010

 

 

 

 

01.01       – IDENTIFICATION

 

 

    1 - CVM CODE

2 - COMPANY NAME

3 – Federal Corporate Taxpayers' Registration Number – CNPJ

 

01763-9

TIM PARTICIPAÇÕES S.A.

02.558.115/0001-21

 

 

01.05       - CAPITAL COMPOSITION

 

 

Number of shares

Current quarter

Prior quarter

Same quarter in prior year

 

(Thousand)

09.30.2010

06.30.2010

09.30.2009

 

Paid-up capital

 

1 – Common

843,281

843,281

799,925

 

2 – Preferred

1,632,454

1,632,454

1,548,522

 

3 – Total

2,475,735

2,475,735

2,348,447

 

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


 

 

(A free translation of the original in Portuguese)

 

FEDERAL GOVERNMENT SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

QUARTERLY INFORMATION - ITR

COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES

 

Corporate Legislation

September 30, 2010

 

 

 

 

 

 

 

01.01 – IDENTIFICATION

 

 

 

 

 

1 - CVM CODE

2 - COMPANY NAME

3 – Federal Corporate Taxpayers' Registration Number – CNPJ

 

 

 

 

 

 

01.09 - SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR

 

 

 

 

1 – ITEM

2 – DATE OF CHANGE

3 – CAPITAL

4 - TOTAL CHANGE

5 – NATURE OF CHANGE

7 - NUMBER OF SHARES ISSUED

8 – SHARE PRICE ON ISSUE DATE

 

 

(IN THOUSANDS OF REAIS)

(IN THOUSANDS OF REAIS)

 

(IN THOUSAND)

(IN REAIS)

 

 

 

 

 

 

 

 

 

 

01.10 - INVESTOR RELATIONS OFFICER

 

 

 

 

1 – DATE

2 – SIGNATURE

 

 

 

 

3


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

02.01 Parent Company Balance Sheet - Assets (in thousands of Reais)

Account Code  Account Description  9/30/2010  6/30/2010 
1  Total Assets  8,646,819  8,522,006 
1.01  Current Assets  9,566  11,448 
1.01.01  Cash and Cash Equivalents  8,791  10,932 
1.01.01.01  Cash and Cash Equivalents  8,791  10,930 
1.01.01.02  Marketable Securities  -  2 
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  775  516 
1.01.04.01  Taxes and Contributions Recoverable  317  286 
1.01.04.02  Dividends and interests on own capital receivable  -  - 
1.01.04.03  Other  458  230 
1.02  Non-Current Assets  8,637,253  8,510,558 
1.02.01  Long-Term Assets  28,789  27,976 
1.02.01.01  Sundry Receivables  8,306  8,236 
1.02.01.01.01  Taxes and Contributions Recoverable  8,306  8,236 
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  20,483  19,740 
1.02.01.03.01  Escrow Deposits  19,980  19,303 
1.02.01.03.02  Marketable Securities  503  437 
1.02.02  Permanent Assets  8,608,464  8,482,582 
1.02.02.01  Investments  8,604,917  8,479,035 
1.02.02.01.01  Affiliates /Equivalent  -  - 
1.02.02.01.02  Affiliates /Equivalent - Goodwill  -  - 
1.02.02.01.03  Subsidiaries  8,604,917  8,479,035 
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


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

02.02 Parent Company Balance Sheet - Liabilities and shareholders' equity (in thousands of Reais)

 

Account Code  Account Description  9/30/2010  6/30/2010 
2  Total Liabilities  8,646,819  8,522,006 
2.01  Current Liabilities  18,590  26,822 
2.01.01  Loans and Financing  -  - 
2.01.02  Debentures  -  - 
2.01.03  Suppliers - Trade Payable  1,111  851 
2.01.04  Taxes, rates and contributions  165  165 
2.01.05  Dividends payable  15,159  23,711 
2.01.06  Provisions  -  - 
2.01.07  Intercompany Payables  -  - 
2.01.08  Other  2,155  2,095 
2.01.08.01  Labor Obligations  73  25 
2.01.08.02  Other Liabilities  2,082  2,070 
2.02  Non-Current Liabilities  35,452  35,472 
2.02.01  Long-Term Liabilities  35,452  35,472 
2.02.01.01  Loans and Financing  -  - 
2.02.01.02  Debentures  -  - 
2.02.01.03  Provisions  8,605  8,625 
2.02.01.03.01  Provision for Contingencies  4,012  3,969 
2.02.01.03.02  Actuarial Liabilities  4,593  4,656 
2.02.01.04  Intercompany Payables  -  - 
2.02.01.05  Advances for Future Capital Increase  -  - 
2.02.01.06  Other  26,847  26,847 
2.03  Deferred Income  -  - 
2.05  Shareholders' Equity  8,592,777  8,459,712 
2.05.01  Paid up Capital  8,149,096  8,149,096 
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  166,395  158,050 
2.05.04.01  Legal  122,298  122,298 
2.05.04.02  Statutory  -  - 
2.05.04.03  For Contingencies  -  - 
2.05.04.04  For Unearned Income  -  - 
2.05.04.05  Profit Retention  44,097  35,752 
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)  261,717  136,997 
2.05.07  Advances for Future Capital Increase  -  - 

                                                        

5


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

03.01 Parent Company - Statemets of operations (in thousands of Reais)

 

    Amount for Current    Amount for Prior Year  Year-to-date - prior year 
    Quarter 07/01/2010 to  Year-to-Date -current year  Quarter 07/01/2009 to  01/01/2009 to 
Account Code  Account Description  09/30/2010  01/01/2010 to 09/30/2010  09/30/2009  09/30/2009 
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 R  -  -  -  - 
3.04  Cost of Goods Sold and/or Services Rendered  -  -  -  - 
3.05  Gross Income  -  -  -  - 
3.06  Operating Revenues (Expenses)  124,720  261,717  59,286  (96,748) 
3.06.01  Sales  -  -  -  - 
3.06.02  General and Administrative  (1,527)  (3,929)  (735)  (6,199) 
3.06.03  Financial  406  1,721  1,300  3,738 
3.06.03.01  Financial Income  434  1,888  1,036  3,597 
3.06.03.02  Financial Expenses  (28)  (167)  264  141 
3.06.04  Other Operating Revenues  4  26  504  1,818 
3.06.05  Other Operating Expenses  (45)  (49)  251  (507) 
3.06.06  Equity Pick Up  125,882  263,948  57,966  (95,598) 
3.07  Operating Income (Loss)  124,720  261,717  59,286  (96,748) 
3.08  Non-operating Result  -  -  -  - 
3.08.01  Revenues  -  -  -  - 
3.08.02  Expenses  -  -  -  - 
3.09  Income (Loss) Before Taxes /Profit Sharing  124,720  261,717  59,286  (96,748) 
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  Profit (Loss) for the Period  124,720  261,717  60,811  (98,450) 

 

6


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

03.01 Parent Company - Statemets of operations (in thousands of Reais)

 

    Amount for Current    Amount for Prior Year  Year-to-date - prior year 
    Quarter 07/01/2010 to  Year-to-Date -current year  Quarter 07/01/2009 to  01/01/2009 to 
Account Code  Account Description  09/30/2010  01/01/2010 to 09/30/2010  09/30/2009  09/30/2009 
  NUMBER OF SHARES, EXCEPT TREASURY (Thousands)  2,475,735  2,475,735  2,348,447  2,348,447 
  NET INCOME PER SHARE (REAIS)  0.05038  0.10571  0.02589   
  LOSS PER SHARE (REAIS)        (0.04192) 

 

 

 

7


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

04.01 PARENT COMPANY CASHFLOW STATEMETS - INDIRECT METHOD (in thousands of Reais)

 

    Amount for Current  Year-to-Date -current  Amount for Prior Year  Year-to-date - prior year 
    Quarter 07/01/2010 to  year 01/01/2010 to  Quarter 07/01/2009 to  01/01/2009 to 
Account Code  Account Description  09/30/2010  09/30/2010  09/30/2009  09/30/2009 
4.01  Net cash and cash equivalents generated (used) by op  (2,104)  172,766  (8,182)  161,929 
4.01.01  Cash and cash equivalents generated by operating act  (1,523)  (3,822)  2,144  (6,013) 
4.01.01.01  Profit (Loss) for the period  124,720  261,717  60,811  (98,450) 
4.01.01.02  Equity pick up  (125,883)  (263,949)  (57,966)  95,598 
4.01.01.03  Actuarial liabilities  (63)  (189)  (62)  (196) 
4.01.01.04  Monet. rest., oblig. discount asset, DJ, cont.  (62)  (65)  276  142 
4.01.01.05  Interest on marketable securities  (235)  (1,336)  (915)  (3,107) 
4.01.02  Variations in assets and liabilities  (581)  176,588  (10,326)  167,942 
4.01.02.01  Taxes and contributions recoverable  (102)  (288)  (208)  (814) 
4.01.02.02  Dividends  -  190,000  -  174,722 
4.01.02.03  Escrow Deposits  (630)  (8,291)  271  653 
4.01.02.04  Other current and non-current assets  (228)  (323)  (9)  13 
4.01.02.05  Labor obligations  48  24  4  1 
4.01.02.06  Suppliers - trade payable  260  (4,707)  (1,442)  (543) 
4.01.02.07  Taxes, rates and contributions  (1)  151  2  (1) 
4.01.02.08  Provision for contingencies  58  21  (4,805)  (1,969) 
4.01.02.09  Other current and non-current assets liabilities  14  1  (4,139)  (4,120) 
4.01.03  Others  -  -  -  - 
4.02  Net cash and cash equivalents generated by investmen  171  1,215  1,425  7,040 
4.02.01  Marketable securities  171  1,215  1,425  7,040 
4.03  Net cash and cash equivalents generated (used) by fin  (206)  (201,148)  (13)  (168,010) 
4.03.01  Dividends paid  (206)  (201,148)  (13)  (168,010) 
4.04  Exchange variation on cash and cash equivalents  -  -  -  - 
4.05  Increase (decrease) on cash and cash equivalents  (2,139)  (27,167)  (6,770)  959 
4.05.01  Beginning cash and cash equivalents balance  10,930  35,958  43,697  35,968 
4.05.02  Ending cash and cash equivalents balance  8,791  8,791  36,927  36,927 

 

 

8


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

05.01 PARENT COMPANY STATEMETS OF CHANGES IN SHAREHOLDERS'EQUITY FROM 07/01/2010 a 09/30/2010 (in thousands of Reais)

 

    Capital  Capital
Reserves  
 Revaluation
Reserves
 Revenues
Reserves 
Retained
Losses 
 Equity Valuation
Adjustments 
TOTAL SHAREHOLDERS'
EQUITY 
Account Code  Account Description 
5.01  Beginning balance  8,149,096  15,569  -  158,050  136,997  -  8,459,712 
5.02  Prior year adjustments  -  -  -  -  -  -  - 
5.03  Adjusted balance  8,149,096  15,569  -  158,050  136,997  -  8,459,712 
5.04  Income (loss) for the period  -  -  -  -  124,720  -  124,720 
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  -  -  -  8,345  -  -  8,345 
5.12.01  Dividends and interest of own capital recorded on equity  -  -  -  8,345  -  -  8,345 
5.13  Ending balance  8,149,096  15,569  -  166,395  261,717  -  8,592,777 

 

 

 

9


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

05.02 PARENT COMPANY STATEMETS OF CHANGES IN SHAREHOLDERS'EQUITY FROM 01/01/2010 a 09/30/2010 (in thousands of Reais)

 

Account
Code 
Account Description Capital Capital
Reserves 
Revaluation
Reserves 
 Revenues
Reserves 
Retained
Losses 
Equity Valuation
Adjustments 
TOTAL SHAREHOLDERS'
EQUITY 
5.01  Beginning balance  8,149,096  15,569  -  158,050  -  -  8,322,715 
5.02  Prior year adjustments  -  -  -  -  -  -  - 
5.03  Adjusted balance  8,149,096  15,569  -  158,050  -  -  8,322,715 
5.04  Income (loss) for the period  -  -  -  -  261,717  -  261,717 
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  -  -  -  8,345  -  -  8,345 
5.12.01  Dividends and interest of own capital recorded on equity  -  -  -  8,345  -  -  8,345 
5.13  Ending balance  8,149,096  15,569  -  166,395  261,717  -  8,592,777 

 

 

10


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

08.01 CONSOLIDATED BALANCE SHEET ASSETS (in thousands of Reais)

 

Account Code  Account Description  9/30/2010  6/30/2010 
1  Total Assets  15,841,470  16,589,558 
1.01  Current Assets  5,566,170  6,113,448 
1.01.01  Cash and Cash Equivalents  1,369,125  1,703,437 
1.01.01.01  Cash and Cash Equivalents  1,353,836  1,686,980 
1.01.01.02  Marketable Securities  15,289  16,457 
1.01.02  Receivables  2,690,308  2,649,504 
1.01.02.01  Trade Accounts Receivable  -  - 
1.01.02.02  Sundry Receivables  2,690,308  2,649,504 
1.01.02.02.01  Accounts Receivable  2,690,308  2,649,504 
1.01.03  Inventories  222,709  227,941 
1.01.04  Other  1,284,028  1,532,566 
1.01.04.01  Taxes and Contributions Recoverable  894,204  898,433 
1.01.04.02  Deferred Income Tax and Social Contribution  14,704  16,211 
1.01.04.03  Prepaid Expenses  284,330  476,752 
1.01.04.04  Operations with derivatives  6,967  57,452 
1.01.04.05  Other assets  83,823  83,718 
1.02  Non-Current Assets  10,275,300  10,476,110 
1.02.01  Long-Term Assets  902,506  891,552 
1.02.01.01  Sundry Receivables  481,357  480,787 
1.02.01.01.01  Trade Accounts Receivable  28,862  30,065 
1.02.01.01.02  Taxes and Contributions Recoverable  295,217  269,419 
1.02.01.01.03  Deferred Income Tax and Social Contribution  157,278  181,303 
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  421,149  410,765 
1.02.01.03.01  Escrow Deposits  347,873  334,499 
1.02.01.03.02  Marketable Securities  17,442  16,641 
1.02.01.03.03  Prepaid Expenses  15,268  15,869 
1.02.01.03.04  Operations with derivatives  22,815  31,822 
1.02.01.03.05  Other assets  17,751  11,934 
1.02.02  Permanent Assets  9,372,794  9,584,558 
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  5,063,823  5,136,565 
1.02.02.03  Intangible Assets  4,226,529  4,356,039 
1.02.02.04  Deferred Charges  82,442  91,954 

 

11


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

08.02 CONSOLIDATED BALANCE SHEET LIABILITIES (in thousands of Reais)

 

Account Code  Account Description  9/30/2010  6/30/2010 
2  Total Liabilities  15,841,470  16,589,558 
2.01  Current Liabilities  3,999,723  4,752,642 
2.01.01  Loans and Financing  926,216  1,596,944 
2.01.02  Debentures  -  - 
2.01.03  Suppliers - Trade Payable  2,107,670  2,241,615 
2.01.04  Taxes, rates and contributions  671,103  601,989 
2.01.05  Dividends payable  15,159  23,711 
2.01.06  Provisions  -  - 
2.01.07  Intercompany Payables  -  - 
2.01.08  Other  279,575  288,383 
2.01.08.01  Operations with derivatives  1,872  51,514 
2.01.08.02  Labor obligations  132,397  117,311 
2.01.08.03  Other liabilities  145,306  119,558 
2.02  Non-Current Liabilities  3,254,622  3,382,856 
2.02.01  Long-Term Liabilities  3,254,622  3,382,856 
2.02.01.01  Loans and Financing  2,414,644  2,556,475 
2.02.01.02  Debentures  -  - 
2.02.01.03  Provisions  176,362  217,097 
2.02.01.03.01  Provision for Contingencies  169,024  209,696 
2.02.01.03.02  Actuarial liabilities  7,338  7,401 
2.02.01.04  Intercompany Payables  -  - 
2.02.01.05  Advances for Future Capital Increase  -  - 
2.02.01.06  Other  663,616  609,284 
2.02.01.06.01  Operations with derivatives  135,459  108,118 
2.02.01.06.02  Assets retirement obligation  259,171  252,865 
2.02.01.06.03  Taxes, rates and contributions  197,763  198,696 
2.02.01.06.04  Other liabilities  71,223  49,605 
2.03  Deferred Income  -  - 
2.04  Minority Interest  -  - 
2.05  Shareholders' Equity  8,587,125  8,454,060 
2.05.01  Paid up Capital  8,149,096  8,149,096 
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  166,395  158,050 
2.05.04.01  Legal  122,298  122,298 
2.05.04.02  Statutory  -  - 
2.05.04.03  For Contingencies  -  - 
2.05.04.04  Unearned Income  -  - 
2.05.04.05  Profit Retention  44,097  35,752 
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)  256,065  131,345 
2.05.07  Advances for Future Capital Increase  -  - 
 

12


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

09.01 CONSOLIDATED STATEMENTS OF INCOME (in thousands of Reais)

 

    Amount for Current    Amount for Prior Year  Year-to-date - prior year 
    Quarter 07/01/2010 to  Year-to-Date -current year  Quarter 07/01/2009 to  01/01/2009 to 
Account Code  Account Description  09/30/2010  01/01/2010 to 09/30/2010  09/30/2009  09/30/2009 
3.01  Gross Revenues from Goods Sold and/or Services Rendered  5,173,492  14,756,760  4,573,380  13,346,508 
3.02  Deductions from Gross Revenue  (1,525,469)  (4,308,553)  (1,290,100)  (3,693,108) 
3.03  Net Operating Revenues from Goods Sold and/or Services Rendered  3,648,023  10,448,207  3,283,280  9,653,400 
3.04  Cost of Goods Sold and/or Services Rendered  (1,878,115)  (5,392,515)  (1,683,126)  (5,127,150) 
3.05  Gross Income  1,769,908  5,055,692  1,600,154  4,526,250 
3.06  Operating Revenues (Expenses)  (1,574,586)  (4,639,420)  (1,566,922)  (4,571,394) 
3.06.01  Sales  (1,174,645)  (3,364,622)  (1,158,235)  (3,278,597) 
3.06.02  General and Administrative  (257,049)  (783,504)  (259,131)  (809,032) 
3.06.03  Financial  (61,450)  (197,259)  (61,866)  (197,036) 
3.06.03.01  Financial Income  122,612  574,702  161,937  668,410 
3.06.03.02  Financial Expenses  (184,062)  (771,961)  (223,803)  (865,446) 
3.06.04  Other Operating Revenues  29,987  54,766  33,714  64,560 
3.06.05  Other Operating Expenses  (111,429)  (348,801)  (121,404)  (351,289) 
3.06.06  Equity Pick Up  -  -  -  - 
3.07  Operating Income (Loss)  195,322  416,272  33,232  (45,144) 
3.08  Non-operating Result  -  -  -  - 
3.08.01  Revenues  -  -  -  - 
3.08.02  Expenses  -  -  -  - 
3.09  Income (Loss) before taxes /profit sharing  195,322  416,272  33,232  (45,144) 
3.10  Income Tax and Social Contribution  (45,070)  (102,594)  40,609  (18,326) 
3.11  Deferred Income Tax  (25,532)  (57,613)  (13,030)  (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  Profit (Loss) for the Period  124,720  256,065  60,811  (98,450) 

 

13


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

09.01 CONSOLIDATED STATEMENTS OF INCOME (in thousands of Reais)

 

    Amount for Current    Amount for Prior Year  Year-to-date - prior year 
    Quarter 07/01/2010 to  Year-to-Date -current year  Quarter 07/01/2009 to  01/01/2009 to 
Account Code  Account Description  09/30/2010  01/01/2010 to 09/30/2010  09/30/2009  09/30/2009 
  NUMBER OF SHARES, EXCEPT TREASURY (Thousands)  2,475,735  2,475,735  2,348,447  2,348,447 
  NET INCOME PER SHARE (REAIS)  0.05038  0.10343  0.02589   
  LOSS PER SHARE (REAIS)        (0.04192) 

 

 

14


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

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

 

    Amount for Current    Amount for Prior Year   
    Quarter 07/01/2010 to  Year-to-Date -current year  Quarter 07/01/2009 to  Year-to-date - prior year 
Account Code  Account Description  09/30/2010  01/01/2010 to 09/30/2010  09/30/2009  01/01/2009 to 09/30/2009 
4.01  Net cash and cash equivalents generated (used) by operating activities  927,133  1,447,446  764,429  1,066,424 
4.01.01  Cash and cash equivalents generated by operating activities  948,201  2,784,742  909,034  2,455,149 
4.01.01.01  Profit (Loss) for the period  124,720  256,065  60,811  (98,450) 
4.01.01.02  Depreciation and amortization  667,219  2,006,904  663,685  1,952,357 
4.01.01.03  Deferred income tax and social contribution  25,532  57,613  13,030  34,980 
4.01.01.04  Actuarial obligation  (63)  (189)  (62)  (196) 
4.01.01.05  Loss and disposal of fixed assets  4,125  9,305  7,035  12,217 
4.01.01.06  Monet. rest., oblig. discount asset, DJ, cont.  (5,169)  3,840  (17,452)  (6,135) 
4.01.01.07  Interest and monetary and exchange variation on loans  95,419  298,640  94,715  259,347 
4.01.01.08  Interest on marketable securities  (32,979)  (99,918)  (12,281)  (38,926) 
4.01.01.09  Allowance for doubtful accounts  69,397  252,482  99,553  339,955 
4.01.02  Variations in assets and liabilities  (21,068)  (1,337,296)  (144,605)  (1,388,725) 
4.01.02.01  Accounts receivable - trade receivable  (108,999)  (450,241)  (58,223)  (133,409) 
4.01.02.02  Taxes and contributions recoverable  (21,569)  (61,530)  (87,928)  (147,058) 
4.01.02.03  Inventories  5,233  183,725  41,666  151,031 
4.01.02.04  Prepaid expenses  193,023  (51,481)  87,927  (171,146) 
4.01.02.05  Escrow Deposits  (9,906)  (112,302)  (14,944)  (28,054) 
4.01.02.06  Other current and non-current assets  (2,925)  17,963  (20,906)  (16,978) 
4.01.02.07  Labor obligations  15,086  25,586  257  8,221 
4.01.02.08  Suppliers - trade payable  (171,492)  (1,013,601)  (5,579)  (931,047) 
4.01.02.09  Taxes, rates and contributions  68,180  115,620  (33,246)  (55,035) 
4.01.02.10  Provision for contingencies  (35,062)  (39,304)  (48,007)  (50,629) 
4.01.02.11  Other current and non-current assets liabilities  47,363  48,269  (5,622)  (14,621) 
4.01.03  Other  -  -  -  - 
4.02  Net cash and cash equivalents generated (used) by investment activities  (389,285)  (1,212,249)  (318,742)  (1,504,769) 
4.02.01  Marketable securities  33,346  229,899  4,894  44,470 
4.02.02  Additions to property, plant and equipment and intangibles  (423,211)  (1,443,718)  (324,174)  (1,550,643) 
4.02.03  Property, plant and equipment sold  580  1,570  538  1,404 
4.03  Net cash and cash equivalents generated (used) by financing activities  (870,992)  (1,294,393)  (264,574)  (149,056) 

 

15


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

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

 

    Amount for Current    Amount for Prior Year   
    Quarter 07/01/2010 to  Year-to-Date -current year  Quarter 07/01/2009 to  Year-to-date - prior year 
Account Code  Account Description  09/30/2010  01/01/2010 to 09/30/2010  09/30/2009  01/01/2009 to 09/30/2009 
4.03.01  New loans  200,000  433,347  403,814  1,012,811 
4.03.02  Loans amortization  (1,070,785)  (1,526,592)  (668,376)  (993,857) 
4.03.03  Dividends paid  (207)  (201,148)  (12)  (168,010) 
4.04  Exchange variation on cash and cash equivalents  -  -  -  - 
4.05  Increase (decrease) on cash and cash equivalents  (333,144)  (1,059,196)  181,113  (587,401) 
4.05.01  Beginning cash and cash equivalents balance  1,686,980  2,413,032  763,029  1,531,543 
4.05.02  Ending cash and cash equivalents balance  1,353,836  1,353,836  944,142  944,142 

 

 

 

16


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

11.01 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FROM 07/01/2010 a 09/30/2010 (in thousands of Reais)

 

    Capital Capital
Reserves
Revaluation
Reserves   
Revenues
Reserves 
Retained
Losses 
Equity Valuation
Adjustments 
TOTAL SHAREHOLDERS'
EQUITY 
Account Code  Account Description 
5.01  Beginning balance  8,149,096  15,569  -  158,050  131,345  -  8,454,060 
5.02  Prior year adjustments  -  -  -  -  -  -  - 
5.03  Adjusted balance  8,149,096  15,569  -  158,050  131,345  -  8,454,060 
5.04  Income (loss) for the period  -  -  -  -  124,720  -  124,720 
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  -  -  -  8,345  -  -  8,345 
5.12.01  Dividends and interest of own capital recorded on equity  -  -  -  8,345  -  -  8,345 
5.13  Ending balance  8,149,096  15,569  -  166,395  256,065  -  8,587,125 

 

17


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

11.02 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FROM 01/01/2010 a 09/30/2010 (in thousands of Reais)

 

Account Code   Account Description  Capital  Capital
Reserves 
 Revaluation
Reserves 
Revenues
Reserves 
Retained
Losses 
Equity Valuation
Adjustments 
TOTAL SHAREHOLDERS'
EQUITY 
5.01  Beginning balance  8,149,096  15,569  -  158,050  -  -  8,322,715 
5.02  Prior year adjustments  -  -  -  -  -  -  - 
5.03  Adjusted balance  8,149,096  15,569  -  158,050  -  -  8,322,715 
5.04  Income (loss) for the period  -  -  -  -  256,065  -  256,065 
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  -  -  -  8,345  -  -  8,345 
5.12.01  Dividends and interest of own capital recorded on equity  -  -  -  8,345  -  -  8,345 
5.13  Ending balance  8,149,096  15,569  -  166,395  256,065  -  8,587,125 

 

18


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

TIM PARTICIPAÇÕES S.A.

                                                                                                

NOTES TO THE QUARTERLY INFORMATION

September 30, 2010

(In thousands 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. (“TIM Brasil”) – a Telecom Italia Group company, which holds 77.14% of its voting capital and 66.27% of its total capital.

 

The Company’s main operations comprise the control of companies operating telecommunication services, especially personal mobile and land line telephone services in its concession areas.

 

The Company fully owns the capital of TIM Celular S.A. (“TIM Celular”) and Intelig Telecomunicações Ltda. (“Intelig”). TIM Celular and Intelig operate as providers of Switched Fixed Telephone Service (locally STFC) of the following types: Local, Domestic Long Distance and International Long Distance in every Brazilian state. Additionally Tim Celular operates as a provider of Multimedia Communication Service (locally, SCM) and also as provider of Personal Mobile Service (locally SMP) in every Brazilian state.

 

The services provided by the subsidiaries are regulated by ANATEL – Brazilian Telecommunications Agency – in charge of regulating all Brazilian telecommunications. The authorization for operation of SMP STFC is valid for an indefinite period.

 

The authorizations for use of radio frequency granted to Tim Celular expire as follows:

 

 

 

 

19


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

Terms of authorization
 
Expiration Date
 

 

 
Radio-frequencies
800MHz, 900 MHz and 1,800 MHz
 
Radio-frequencies
1900 /2100 MHz (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 the municipality of Pelotas and region) and municipalities of Londrina and Tamarana in Paraná
 
 

 

March, 2016

 
April, 2023
3. São Paulo
 
March, 2016
 
April, 2023
4. Paraná (except the municipalities of Londrina and Tamarana)
 
September, 2022
 
April, 2023
5. Santa Catarina
 
September, 2023
 
April, 2023
6. Municipality and region of Pelotas in the state of Rio Grande do Sul
 
April, 2024
 
April, 2023
7. Pernambuco
 
May, 2024
 
April, 2023
8. Ceará
 
November, 2023
 
April, 2023
9. Paraíba
 
December, 2023
 
April, 2023
10. Rio Grande do Norte
 
December, 2023
 
April, 2023
11. Alagoas
 
December, 2023
 
April, 2023
12. Piauí
 
March, 2024
 
April, 2023
13. Minas Gerais (except the municipalities of Triângulo Mineiro for 3G radio frequencies)
 
 
April, 2013
 
 
April, 2023
14. Bahia and Sergipe
 
August, 2012
 
April, 2023

 

 

 

 

2.    Corporate restructuring

 

   Acquisition of HOLDCO/Intelig

 

On April 16, 2009, at a meeting of the Board of Directors, the Company entered into a Merger Agreement with its controlling shareholder, TIM Brasil and JVCO Participações Ltda. (“JVCO”), with Docas Investimentos S.A. as intervening party, in order to acquire the indirect control of Intelig. This acquisition would occur through the merger into the Company of HOLDCO Participações Ltda. (“HOLDCO”), a company controlled by JVCO, and which in turn, would control, following the conclusion of the merger, 100% of the share capital of Intelig.

 

20


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

ANATEL – the Brazilian Telecommunications Agency - by means of Act No. 4634, of August 11, 2009, published in the DOU (Federal Official Gazette) on August 14, 2009, gave its approval to the merger hereby presented, and also granted a period of eighteen (18) months for the elimination of the geographical overlapping of Switched Fixed Telephone Service (STFC) concessions held by TIM Celular and Intelig, in light of the combination between the two as a result of the aforementioned Merger.

 

At December 30, 2009, during the Special Shareholders Meeting, the shareholders of TIM Participações approved the merger of Holdco Participações Ltda., an entity that held 100% of the share capital of Intelig, into TIM Participações. As a result of this transaction, the Company issued 127,288,023 shares (43,356,672 common shares and 83,931,352 preferred shares) with a book value of R$516,725, in the name of JVCO.

 

This merger was stated at the book value of HOLDCO shareholders’ equity, or R$516,725, as of November 30, 2009, when the company also started to consolidate the income of HOLDCO and its subsidiary, Intelig.

 

Thus, TIM Participações became the controlling shareholder of Intelig, a company which held specific authorizations to render private fixed communication services with operations in the whole country, operating predominantly in the market for local, long distance and international calls and data transmission. Intelig shareholders’ equity as of the date of the merger, or November 30, 2009, was R$517,128.

 

The merger of HOLDCO has strategic and operational relevance for the Company, and its primary purpose is to enhance and enlarge the supply of services, as well as optimize available resources through synergy gains across its operations, since the two entities hold complementary networks. Intelig has a strong network of fiber optics in the metropolitan areas of the largest cities of Brazil as well as its own extensive backbone. This combination of own infrastructure will make it possible to improve the competitive positioning of the company, mainly in the corporate segment, and the provision of data transmission, which will also help the company generate savings with the costs of rental of means and the acceleration of the 3G network development.

 

 

3 Basis for preparation of Quarterly Information

 

   a. Preparation and disclosure criteria

 

 

 

The  Quarterly Information was prepared in accordance with the accounting practices adopted in Brazil (“BR GAAP”), based on the Brazilian Corporate Law and CVM standards and

 

21


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

procedures, including the new provisions introduced, amended and revoked by Law 11,638, of December 28, 2007, and Law 11,941, of May 27, 2009, the standards applicable to public telecommunication service concessionaires/authorized companies, and the accounting pronouncements issued by the Committee on Accounting Pronouncements (“CPC”) up to December 31, 2008, in accordance with the accounting practices effective for the fiscal year ended December 31, 2009.

 

 

The Company still has Level II American Depositary Receipts traded on the New York Stock Exchange-USA. Consequently, 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 BR GAAP in Reais in the two markets, in Portuguese and in English.

 

b. Recent Accounting Pronouncements

 

Continuing the process of convergence with the international accounting standards, various accounting pronouncements in line with the international accounting standards (IFRS) of IASB – International Accounting Standards Board were issued by the Accounting Pronouncements Committee and approved by the Brazilian Securities Commission in 2009. Such pronouncements will be adopted in 2010 and applied retroactively for comparison purposes. The company is concluding the preparation of the opening balance sheet as of January 1, 2009, and processing the corresponding quarterly information regarding the quarters of 2010 and 2009. 

 

 

The company presents below the principal pronouncements that may impact its financial statements. Such impacts are still being analyzed by the company and the external auditors.    

 

 

-         CPC Pronouncement No. 15 – Business Combination, approved by CVM Resolution No. 580. In 2010, the company’s management will analyze the impacts from business combinations performed through the exchange of shares held by minority shareholders, or acquisition of/merger into HOLDCO/Intelig;

 

-         CPC Pronouncement No. 20 – Funding costs approved by CVM Resolution No. 577. The management understands that such Resolution may not generate relevant effects on the financial statements, considering that the company had already adopted this practice, as set forth in Note No. 19.

 

-         CPC Pronouncement No. 23 – Accounting Policies, Changes in Estimates and Correction of Errors. This pronouncement was approved by CVM Resolution No. 592, of September 16, 2009, whose purpose is to define the criteria for selecting and altering accounting practices, and establishing the parameters for accounting handling and disclosure of the changes in policies, accounting estimates and corrections of errors;

 

22


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

-         CPC Pronouncement No. 26 – Presentation of the Accounting Statements, approved by CVM Resolution No. 595. The management understands that the adoption of this pronouncement will not affect the balances of the financial statements, except for some items related to their presentation. The most relevant change is likely to involve the preparation of comprehensive income statements;

 

-         CPC Pronouncement No. 27 – Property, Plant and Equipment, approved by CVM Resolution No. 583 and ICPC Technical Interpretation No. 10, approved by CVM Resolution No. 619, of December 22, 2009. The management will conclude the review of the useful life of its assets in 2010, although relevant effects on the financial statements are not expected;

 

-         CPC Pronouncement No. 30 – Revenues, approved by CVM Resolution No. 597. The management understands that the only relevant effect on the financial statements will be the presentation of net revenues;

 

-         CPC Pronouncement No. 32 – Taxes on Income, approved by CVM Resolution No. 599, of September 16, 2009, which sets forth the accounting handling of all taxes on income;

 

-         CPC Pronouncement No. 37 – Initial Adoption of the International Accounting Standards, approved by CVM Resolution No. 609, of December 22, 2009. The company is analyzing the exemptions/exceptions provided for in this norm and which should be applied upon the transition to International Financial Reporting Standards;

 

-         CPC Pronouncement No. 43 – Initial Adoption of CPC Technical Pronouncements No. 15 to 40, approved by CVM Resolution No. 610, of December 22, 2009;

 

-         ICPC Technical Interpretation 08, approved by CVM Resolution No. 601, of October 7, 2009, which deals with the recording of the proposed payment of dividends. The effect of applying this ICPC will be the recognition of the amount of mandatory minimum dividends, as provided for in Note 25;

 

-         ICPC Technical Interpretation No. 09, approved by CVM Resolution No. 618, of December 22, 2009, whose purpose is to clarify the issues related to the application of CPC Technical Pronouncements Nos. 15, 18, 19, 35 and 36, about the preparation of individual and separate accounting statements, consolidated statements and the application of the equity pick-up method, especially, regarding the preparation of the consolidated accounting statements;

 

 

23


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

-         ICPC Technical Interpretation No. 12, approved by CVM Resolution No. 621, of December 22, 2009, whose purpose is to clarify the issues relating to the changes in liabilities due to decommissioning, restoration and other similar liabilities.

 

Through Resolution No. 626 dated March 31, 2010, the CVM has permitted companies to adopt  the above mentioned pronouncements in advance. On September 30, 2010, the Company decided not to adopt these pronouncements in advance. Such pronouncements will be adopted by the Company as of December 31, 2010, compared to 2009. Since the Company’s analyses of these pronouncements are still in progress, it was not possible to estimate the possible impacts of these pronouncements on shareholders’ equity and net income.

 

c.   Consolidated Quarterly Information

 

The consolidated Quarterly Information includes the consolidated assets, liabilities and the results of the Company and its subsidiaries, TIM Celular and Intelig, respectively, as follows:

 

 

% Interest

 

09/2010

 

06/2010

 

Direct

 

Direct

 

 

 

 

TIM Celular

100.00

 

100.00

Intelig

100.00

 

100.00

 

The Quarterly Information for consolidated subsidiaries coincides with that of the parent company and the accounting practices were consistently applied in the consolidated companies, being consistent with those used in the previous period.

 

The principal consolidation procedures are as follows:

 

I.          Elimination of the balances of the asset and liability accounts between the consolidated companies;

II.       Elimination of investment in the capital, reserves and retained earnings of the subsidiaries.

III.     Elimination of the balance of revenues and expenses resulting from business transactions between the consolidated companies

 

 

The reconciliation of the differences between the results of the parent company and the consolidated companies in the quarter is shown as follows:

 

 

 

 

24


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 

09/2010

Restated

 

 

Parent Company

261,717

 

 

Elimination of costs of services rendered between subsidiaries

(5,652)

 

 

Consolidated

256,065

 

 

4.    Summary of the main accounting practices

 

 

a.       Cash and cash equivalents

 

All highly-liquid short term investments whose original maturity date for the company is up to 90 days from the balance sheet date are considered as cash and cash equivalents.

 

b.      Financial investments

 

Financial investments maturing within more than three months from balance sheet date are recorded at fair value, as current and noncurrent assets, on the balance sheet date.

 

c.       Financial Instruments

 

The financial instruments are only recognized from the date the Company and its subsidiaries become part of the financial instrument contracts. Upon being recognized, they are initially recorded at fair value plus the transaction costs directly attributable to acquisition. An exception occurs in the case of financial assets and liabilities stated at fair value through income, where such costs are directly charged to income for the year.

 

Subsequently they are measured at each balance sheet date, in accordance with the rules applicable to each classification of financial assets and liabilities.

 

c.1)   Financial assets: the principal financial assets recognized by the Company and its subsidiaries are: cash and cash equivalents, short-term investments, unrealized gains from derivative transactions and trade receivables. The following assets are classified under the categories below, according to the purpose for which they were acquired or issued.

 

(i)       Financial assets shown at fair value through income: this category includes financial assets held for trading, and those initially stated at fair value through Income. If their original purpose is short-term sale or repurchase, they are classified as items held for trading. Derivatives are also classified as held for trading. At each balance sheet date they are measured at their fair value; the interest, monetary restatement, exchange variation and variations arising from measurement at fair value are recognized in income as incurred under financial revenues or expenses.

 

25


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

(ii)     Loans and receivables: these are non-derivative instruments with fixed or determinable payments, though not quoted in an active market. Upon initial recognition, they are measured at the amortized cost, according to the effective interest rate method. The interest rate, monetary restatement and exchange variation less, where applicable, impairment, are recognized in income as incurred, under financial revenues or expenses. These assets are substantially represented in the items “Accounts receivable” (Note 4.d) and “Allowance for doubtful accounts” (Note 4.e).

 

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

 

(i)       Financial liabilities measured at fair value through income: these are financial liabilities usually traded before maturity, liabilities usually measured at fair value through income upon initial recognition and derivatives. At each balance sheet date they are measured at their fair value. The interest rate, monetary restatement, exchange variation and variations arising valuation at fair value, where applicable, are recognized in income as incurred as financial revenues and expenses.

 

(ii) Financial liabilities not measured at fair value: these are non-derivative financial liabilities not usually traded before maturity. Upon initial recognition they are measured at the amortized cost, according to the effective interest rate method. The interest rate, monetary restatement, exchange variation and variations arising from valuation at fair value, where applicable, are recognized to income as incurred as financial revenues and expenses.

 

d.      Accounts receivable

 

Accounts receivable from telecommunications service customers are calculated at the rate ruling on the date of service rendering, and also include 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.

 

e.       Allowance for doubtful accounts

 

The allowance for doubtful accounts is shown as a reduction from accounts receivable and is recorded based on the customer portfolio profile, the aging of past due accounts, the economic scenario and the risks involved in each case. The allowance amount is considered sufficient to cover eventual losses on receivables. The expense for the allowance for doubtful accounts  is recorded in the selling expenses group.

26


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

f.       Inventories

 

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

 

g.       Prepaid expenses

 

The contribution to the Telecommunications Inspection Fund (FISTEL), which is booked as a prepaid expense, corresponds to the annual fee for inspection of operations and is based on the number of authorized stations in operation, as well as the total base of mobile numbers at the end of the previous calendar year. This tax is paid in the first quarter of each year and is amortized to expense throughout the year.

 

Other prepaid expenses are shown at the amount actually disbursed and not yet incurred and are recorded in expense as they occur.

 

The Company offers subsidies on the sale of handsets and mini-modems for post-paid clients, as formalized by the contracts themselves. Such subsidies are amortized using the straight-line method over the minimum period of the service agreement entered into by clients (12 months). The exit penalties for clients who cancel their subscriptions or migrate to a pre-paid system prior to the end of the contract are invariably greater than the subsidy granted on the sales of phone sets and mini modems.

 

h.      Investments

 

The investments in subsidiaries are valued at the equity method.

 

i.        Property, plant and equipment

 

Property, plant and equipment are shown at acquisition and/or construction cost, net of accumulated depreciation, which is calculated by the straight-line method over the useful life of assets involved. Any repair and maintenance costs incurred, representing improvements, higher capacity or longer useful life, are capitalized, whereas the others are charged to income.

 

Interest and financial charges on financing to be invested in work in progress (assets and facilities in progress) are capitalized up until when they come into operation, and depreciation is based on the useful life of these assets.

 

27


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

The estimated costs to be incurred on disassembly of towers and equipment at leased sites are capitalized and depreciated over the useful lives of these assets.

 

Company management examines, on an annual basis, possible impairment of property, plant and equipment or whenever events or changes in circumstances indicate that the book value of an asset or group of assets may not be recovered, based on discounted future cash flows. The examinations are conducted through the lowest assets group level to which management is capable of attributing future identifiable cash flows. The Company analyzes the net book value of the assets and adjusts it when the sum of the expected future cash flows is less than the net book value. These examinations did not identify the need to recognize any impairment loss.

 

j.        Intangible assets

 

Intangible 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 by the straight-line method over the useful life of assets, as follows: five years for software and fifteen years for radio frequency bands and authorizations. Goodwill was amortized up to December 2008 in accordance with a useful life of 10 years, with no amortization recorded as from January 1, 2009. From that date on, the company performs an annual analysis of  possible  impairment of the intangible assets, as provided for in item (i) herein.

 

The estimated useful lives of intangible assets are regularly reviewed in order to reflect technological changes.

 

TIM Celular’s goodwill was based on future profitability estimates and is subject to periodic impairment reviews.

 

k.      Deferred assets

 

Deferred assets include pre-operating expenses and financial costs from the working capital needed in pre-operating phases of the subsidiaries, amortized within 10 years as from commencement of operations.

 

 

As provided for in Law 11638/07, the company interrupted pre-operating expenses and their respective financial costs regarding the pre-operating phase as from December 31, 2008, and the balance remaining at this date is being amortized in accordance with the useful life of the assets.

 

28


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

l.        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 probably require disbursement of economic resources. Some liabilities involve uncertainties concerning term and value, and are estimated as incurred and recorded by means of a provision. The provisions are recorded based on the best estimates of the related risks.

 

m.     Income and social contribution taxes

 

The provision for income and social contribution taxes is calculated in accordance with the legislation in force at the balance sheet date. Income tax is calculated at 15% on taxable income, plus a 10% surtax on portions exceeding R$240 in a 12-month period. Social contribution tax is calculated at 9% on taxable income.

 

Prepaid or offset table amounts are shown as current or noncurrent assets, depending on the expected of realization.

 

The deferred income and social contribution taxes on accumulated tax losses and temporary differences are evaluated based on the expected taxable income generation in the future, and adjusted to the recovery value through a provision set up in accordance with CVM Instruction 371/02.

 

Pursuant to Constitutive Reports 0144/2003 and 0232/2003 issued by ADENE (Agency for Development of the Northeast) on March 31, 2003, TIM Celular became a beneficiary of a fiscal incentive consisting of: (i) 75% reduction of income tax and non-reimbursable additional taxes, for a 10-year period from 2002 through 2011, calculated based on the income from operation of its installed capacity for digital mobile cell telephone services; and (ii) 37.5%, 25% and 12.5% reduction of income tax and non-reimbursable additional taxes for the fiscal years 2003, 2004-2008 and 2009-2013, respectively, calculated based on the income from operation of its installed capacity for analogical mobile cell telephone services.

 

n.      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.

 

o.      Asset retirement obligations

 

The Company records provisions for asset retirement obligations and estimated costs brought to present value, which will be incurred on disassembly of towers and

29


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

equipment on leased sites. The counterpart of this provision is recognized as property, plant and equipment, and depreciation is calculated based on the useful lives of the corresponding assets. Interest incurred from updating the provision is booked as financial expenses.

 

p.      Revenue recognition

 

Revenue from mobile telephone services basically includes monthly subscriptions, the use of minutes, roaming charges and long distance calls. Revenue from cell telephone services is recognized based on the minutes of use, net of credits and adjustments related to discounts granted on services. Billing are recognized monthly, and the unbilled revenues between the date of the billing and the end of the month are identified, processed and recognized in the month in which the services were rendered. Revenues from services in the pre-paid system are recognized when the services are rendered to clients. Revenues and expenses related to the sale of cell phone sets and accessories are recognized as these products are delivered to, and accepted by, consumers or distributors. 

 

q.      Pension plans and other post-employment benefits

 

The Company and its subsidiaries record the adjustments connected with the employees’  pension plan obligations and other post-employment benefits, according to the rules established by IBRACON NPC No. 26 and approved in CVM Resolution No. 371 .

 

r.        Transactions in foreign currency

 

Transactions in foreign currency are recognized at the exchange rate in force on the date of the transaction. Assets and liabilities in foreign currency are converted into Reais at the exchange rate in force on the date of the balance sheet, as disclosed by the Central Bank of Brasil. Exchange gains or losses are recognized to the statement of income when they occur.

 

s.       Employees profit-sharing

 

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

 

t.        Earnings per share

 

These amounts are calculated based on the number of outstanding shares at the balance sheet date.

 

30


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

u.      Use of estimates

 

Estimates are used for measuring and recognizing certain assets and liabilities in the Company’s Quarterly Information. In determining these estimates, the Company considered past experiences and current events, premises related to future events and other objective and subjective factors. Significant items subject to estimates include: the choice of useful lives of property plant and equipment, intangible assets, the provision for doubtful accounts, the provision for losses on inventory, the analysis of the realizable value of property plant and equipment and intangible assets, deferred income and social contribution taxes, the rates and time frame for determining the adjustment to present value of certain assets and liabilities, the provision for contingences and actuarial liabilities, the measurement of the fair value of financial instruments, the considerations regarding recognition and measurement of development costs capitalized as intangible assets and the estimate for the disclosure of the sensitivity analysis data for derivative financial instruments, in accordance with CVM Instruction No. 475/08.

 

The settlement of transactions involving these estimates may result in amounts that  differ significantly from management estimates, decisions and assumptions. 

 

v.      Adjustment to present value

 

In compliance with Law No. 11.638/07, the subsidiaries recognize that the assets and liabilities arising from long-term transactions and significant short-term transactions, if considered material to working capital and the quarterly information as a whole, are adjusted to present value. The present value discount is based on the basic interest rate prevailing in the Brazilian market (generally the Inter-bank Certificate of Deposit – (CDI).

 

 

5       Cash and Cash equivalents

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

06/2010

 

09/2010

 

06/2010

 

 

 

 

 

 

 

 

 

 Cash and banks

 

353

 

5,188

 

52,284

 

84,086

 Marketable securities

 

 

 

 

 

 

 

 

    CDB

 

8,438

 

5,742

 

1,301,552

 

1,602,894

 

 

8,791

 

10,930

 

1,353,836

 

   1,686,980

 

Bank Deposit Certificates (CDBs), are nominative securities issued by banks and sold to the public in order to raise funding. CDBs are traded based on a gross annual interest rate and do not include taxes or inflation. Additionally, they may also be traded at any time within the terms agreed. 

 

31


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

6       Marketable securities

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

06/2010

 

09/2010

 

06/2009

 

 

 

 

 

 

 

 

 

 CDB

 

165

 

106

 

32,360

 

31,687

 Federal Public Securities

 

338

 

333

 

338

 

333

 Investment fund units

 

-

 

-

 

33

 

1,078

 

 

503

 

439

 

32,731

 

33,098

 

 

 

 

 

 

 

 

 

Current portion

 

-

 

(2)

 

(15,289)

 

(16,457)

Long-term portion

 

503

 

437

 

17,442

 

16,641

 

The average return on TIM Participações’ consolidated investments was 100.90% of the CDI variation.

 

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

 

7       Trade accounts receivable

 

 

Consolidated

 

 

09/2010

 

06/2010

 

 

 

 

 

Billed services

 

1,025,910

 

941,238

Unbilled services

 

625,651

 

709,120

Network use

 

888,410

 

903,849

Sale of goods

 

786,064

 

730,801

Other accounts receivable

 

42,149

 

48,376

 

 

3,368,184

 

3,333,384

 

 

 

 

 

Allowance for doubtful accounts

 

(649,014)

 

(653,815)

 

 

2,719,170

 

2,679,569

 

 

 

 

 

Current portion

 

(2,690,308)

 

(2,649,504)

Long-term portion

 

28,862

 

30,065

 

The changes in the allowance for doubtful accounts can be summarized as follows:

 

 

32


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 

Consolidated

 

 

09/2010

 

06/2010

 

 

(9 months)

 

(6 months)

 

 

 

 

 

Opening Balance

 

653,815

 

680,461

 

 

 

 

 

 

 

 

 

 

Provision set up

 

252,482

 

183,085

Provision written off

 

(257,283)

 

(209,731)

 

 

 

 

 

Closing Balance

 

649,014

 

653,815

 

8       Inventories

 

 

Consolidated

 

 

09/2010

 

06/2010

 

 

 

 

 

Cell phone sets

 

207,508

 

195,104

Accessories and pre-paid cards

 

9,254

 

12,928

TIM “chips”

 

20,770

 

26,519

 

 

237,532

 

234,551

 

 

 

 

 

Provision for adjustment to realizable value

 

(14,823)

 

(6,610)

 

 

222,709

 

227,941

 

9       Taxes and contributions recoverable

 

 

 

Parent Company

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

09/2010

06/2010

09/2010

 

06/2010

 

 

 

 

 

 

 

Income Tax

 

8,307

8,238

143,927

 

152,066

Social Contribution Tax

 

 

1

 

1

53,504

 

51,100

ICMS

 

-

-

663,982

 

644,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PIS/COFINS

 

-

-

307,740

 

302,031

IRRF tax recoverable

 

313

281

11,517

 

10,204

Other

 

2

2

8,751

 

7,951

 

 

8,623

8,522

1,189,421

 

1,167,852

 

 

 

 

 

 

 

Current portion

 

(317)

(286)

(894,204)

 

(898,433)

Long-term portion

 

8,306

8,236

295,217

 

269,419

 

33


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

The long-term portion in the parent company figures basically refers to the income and social contribution taxes recoverable. Regarding the consolidated figures, this basically refers to ICMS on the subsidiaries´ acquisition of property, plant and equipment items.

 

 

The Company and TIM Celular have filed suits to challenge  the constitutionality of Law No. 9718/98 regarding the expansion of the basis for calculating PIS and COFINS contributions  on revenues other than those effectively 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 management, and based on case law precedents decided by the High Courts, the chance of a favorable sentence to the Companies is probable. The amounts involved are, respectively, R$18,826 and R$43,798, monetarily adjusted.

 

 

10     Deferred income and social contribution taxes

 

Below is the breakdown for deferred income and social contribution taxes:

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

06/2010

 

09/2010

 

06/2010

 

 

 

 

 

 

 

 

 

Income tax losses

 

8,400

 

8,105

 

1,695,873

 

1,711,795

Social contribution losses

 

3,088

 

2,982

 

610,707

 

616,438

Temporary Differences

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

-

 

-

 

221,096

 

222,725

Derivative transactions - exchange rate variation

 

-

 

-

 

36,567

 

 

23,922

Provision for contingencies

 

1,364

 

1,349

 

57,468

 

71,297

Accelerated depreciation of TDMA equipment

 

-

 

-

 

12,742

 

14,250

Adjustment to present value -3G licensing

 

-

 

-

 

25,145

 

25,631

Monetary adjustment -ARO

 

-

 

-

 

22,416

 

21,086

Provision for employee profit sharing

 

-

 

-

 

10,932

 

9,181

 

 

 

 

 

 

 

 

 

Other

 

6,108

 

6,129

 

34,117

 

26,223

 

 

18,960

 

18,565

 

2,727,063

 

2,742,548

 

 

 

 

 

 

 

 

 

Provision for devaluation of tax credits

 

(18,960)

 

(18,565)

 

(2,555,081)

 

(2,545,034)

 

 

-

 

-

 

171,982

 

197,514

 

 

 

 

 

 

 

 

 

Current portion

 

 

 

 

 

(14,704)

 

(16,211)

 Long-term portion

 

 

 

 

 

157,278

 

181,303

 

34


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

According to CVM Instruction No. 371/02, Art 2, II, based on the expectation of future taxable income generation, as foreseen by a technical study approved by management and reviewed by the fiscal council, TIM Celular recognized deferred tax assets on tax losses and temporary differences to which no statute of limitation applies.

 

Based on this technical report on the generation of future tax earnings, TIM Celular expects to recover such tax credits in the following periods:

 

2010

 

14,704

2011

 

51,379

2012

 

105,899

 

 

171,982

 

The estimates on the recovery of tax credits were based on the estimates on taxable earnings and take into account various financial and business assumptions considered at the end of the fiscal year of 2009. They include a horizon of 3 years of estimates and will be re-assessed at the end of 2010. Thus, such estimates may not come to be in the future, considering their inherent uncertainty.

 

11     Prepaid expenses

 

 

 

Consolidated

 

 

09/2010

 

06/2010

 

 

 

 

 

FISTEL Tax (*)

 

140,358

 

280,717

Subsidies on the sale of phone sets and mini modems

 

106,595

 

153,325

Rentals

 

11,870

 

11,121

Advertising not released

 

11,591

 

11,749

Financial charges on loans

 

1,498

 

1,750

Other

 

27,686

 

33,959

 

 

299,598

 

492,621

 

 

 

 

 

Current portion

 

(284,330)

 

(476,752)

Long-term portion

 

15,268

 

15,869

(*) The FISTEL fee refers to the 2010 period and is being amortized monthly based on the respective generating factor.

35


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

12     Escrow Deposits

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

06/2010

 

09/2010

 

06/2010

 

 

 

 

 

 

 

 

 

Civil

 

8,710

 

8,091

 

94.936

 

121,006

Labor

 

11,262

 

11,204

 

94.692

 

82,060

Tax (*)

 

8

 

8

 

158.245

 

131,433

 

 

19,980

 

19,303

 

347,873

 

334,499

 

(*) In April 2008, Federal Law No. 11.652 was published related to the payment of the contribution for Development of the Public Radio Service to EBC (Empresa Brasil de Comunicação). It is the understanding of the company that this Law is unconstitutional since the contribution instituted lacks the necessary characteristics for the valid creation of any taxes in accordance with the Federal Constitution. An injunction was filed in court to protect the interests of TIM Celular and in March 2010 court deposits were made related to the contribution for 2010 in the amount of R$56,086. A provision for this court deposit was recorded at this same amount under the item “Indirect taxes and contributions payable,” under Long-Term Liabilities. The writ of mandamus is awaiting a decision from the lower court, and, in the opinion of the Company’s internal and external legal counsel, the risk of loss is possible.

 

 

13     Other assets

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

06/2010

 

09/2010

 

06/2010

 

 

 

 

 

 

 

 

 

Advances to suppliers

 

-

 

-

 

65,934

 

64,221

Advances to employees

 

-

 

-

 

12,124

 

13,903

Tax incentives

 

-

 

-

 

11,700

 

11,522

Other rights

 

458

 

230

 

11,816

 

6,006

 

 

458

 

230

 

101,574

 

95,652

 

 

 

 

 

 

 

 

 

Current portion

 

(458)

 

(230)

 

(83,823)

 

(83,718)

Long-term portion

 

-

 

-

 

17,751

 

11,934

 

36


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

14     Investments

 

(a) Interest in subsidiaries:

 

 

09/2010

 

TIM Celular

 

Intelig

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Number of shares held

31,506,833,561

 

3,279,157,266

 

 

 

 

 

 

 

 

Interest in total capital

100%

 

100%

 

 

 

 

 

 

 

 

Shareholders’ equity

8,147,547

 

457,371

 

 

 

 

 

 

 

 

Income (Loss) for the period

307,004

 

(43,056)

 

 

 

 

 

 

 

 

Equity pickup

307,004

 

(43,056)

 

263,948

 

 

 

 

 

 

Investment amount

8,131,665

 

457,371

 

8,589,036

Special premium reserve (*)

15,881

 

-

 

15,881

Investment amount

8,147,546

 

457,371

 

8,604,917

 

 

06/2010

 

TIM Celular

 

Intelig

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Number of shares held

31,506,833,561

 

3,279,157,266

 

 

 

 

 

 

 

 

Interest in total capital

100%

 

100%

 

 

 

 

 

 

 

 

Shareholders’ equity

8,010,934

 

468,101

 

 

 

 

 

 

 

 

Net income (loss) in period

170,392

 

(32,326)

 

 

 

 

 

 

 

 

Equity pickup

170,392

 

(32,326)

 

138,066

 

 

 

 

 

 

Investment amount

7,995,053

 

468,101

 

8,463,154

Special premium reserve (*)

15,881

 

-

 

15,881

Investment amount

8,010,934

 

468,101

 

8,479,035

 

(*) The special premium reserve recorded by TIM Celular represents the parent company’s rights in future capitalizations. These tax benefits are connected with the goodwill paid in the privatization of Tele Celular Sul Participações S.A. (currently TIM Participações). This premium was recorded against the special premium reserve under “Shareholders’ Equity”. Based on the projected future income and the term of the concession, in the first two years amortization was at 4% per p.a., and the remainder was fully amortized in 2008.

37


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 

(b) Changes in investments in subsidiaries:

 

 

 

 

TIM Celular

 

 

Intelig

 

 

Total

 

 

 

 

 

 

 

Investment as of December 31, 2009

 

7,840,542

 

500,427

 

8,340,969

 

 

 

 

 

 

 

Equity pickup

 

307,004

 

(43,056)

 

263,948

 

 

 

 

 

 

 

Investment as of September 30, 2010

 

8,147,546

 

457,371

 

8,604,917

 

 

15     Property, plant and equipment

 

 

 

 

 

Consolidated

 

 

 

09/2010                                         

 

06/2010                                          

 

 

Annual Average Depreciation Rate %

 

Cost

Accumulated Depreciation

Net

 

 Net

 

 

 

 

 

 

 

 

 

 

Switching/transmission equipment

8 to 14.29

 

9,582,586

(6,871,615)

2,710,971

 

2,778,035

 

Fiber optic cables

4 to 10

 

428,568

(263,965)

164,603

 

     169,435

 

Loaned hand sets

50

 

1,308,287

(1,056,813)

251,474

 

  286,116

 

Infrastructure

4 to 10

 

2,182,934

(1,204,020)

978,914

 

 990,574

 

Leasehold improvements

          20

 

127,629

(108,406)

19,223

 

   20,953

 

Computer assets

20

 

1,199,354

(1,071,314)

128,040

 

     139,195

 

General use assets

4 to 10

 

460,548

(243,969)

216,579

 

225,044

 

Assets and facilities in use

 

 

15,289,906

(10,820,102)

4,469,804

 

4,609,352

 

 

 

 

 

 

 

 

 

 

Land

 

 

38,138

-

38,138

 

38,130

 

 

 

 

 

 

 

 

 

 

Construction work in progress

 

 

555,881

-

555,881

 

     489,083

 

 

 

 

 

 

 

 

 

 

 

 

 

15,883,925

(10,820,102)

5,063,823

 

  5,136,565

 

 

Construction work in progress basically refers to the construction of new transmission units (Base Transceiver Station or “ERB”) for network expansion.

 

38


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

In the nine-month period ended September 30, 2010, the subsidiaries capitalized the amount of R$4,025 (R$2,429 on June 30, 2010) in property, plant and equipment accounts, referring to financial charges on loans used to finance their construction.

 

Operating technologies

 

The subsidiaries operate their service network using TDMA, GSM and 3G technologies. On September 30, 2010, no provision for loss on recovery of property, plant and equipment was deemed necessary. The assets related to TDMA technology are fully depreciated.

 

16     Intangible assets

 

The authorizations for SMP operation rights and radio frequency licensing, as well as software, goodwill and other items, can be shown as follows:

 

 

 

 

Consolidated

 

 

 

09/2010

 

06/2010

 

Annual average depreciation rate %

 

Cost

Accumulated Amortization

Net

 

 

Net

 

 

 

 

 

 

 

 

Software licenses

20

 

6,624,572

(4,651,170)

1,973,402

 

2,035,698

Concession licenses

5 to 20

 

4,542,242

(2,447,464)

2,094,778

 

2,176,798

Operation rights

5

 

172,118

(86,116)

86,002

 

88,394

Assets and facilities in progress

 

-

 

68,616

-

68,616

 

51,407

Goodwill (*)

 

 

18,009

(14,462)

3,547

 

3,547

Other assets

20

 

3,074

(2,890)

184

 

195

 

 

 

11,428,631

(7,202,102)

4,226,529

 

4,356,039

(*) Goodwill was amortized up to December 2008.

 

 

Acquisition of authorizations ( 3G technology)

 

 In April 2008 TIM Celular signed the instruments of authorizations for use of radio frequencies in the F, G, and I (1.9GHz/2.1GHz) radio-frequency sub-bands referring to the 3G (UMTS) standard 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 another equal period.

 

As a consequence of the purchase of these authorizations, the subsidiaries assumed coverage commitments to be met using the acquired frequencies (1.9GHz/2.1GHz) in several municipalities, including 460 municipalities with any other frequency and less than 30,000 inhabitants throughout the years of 2009 and 2010.

39


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

17 ... Deferred charges

 

 

 

Consolidated

 

 

09/2010

 

06/2010

 

 

 

 

 

Pre-operating expenses

 

 

 

 

Third party 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

 

(340,909)

 

(331,397)

 

 

82,442

 

91,954

 

18.... Suppliers – Trade payable

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

06/2010

 

09/2010

 

06/2010

 

 

 

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

 

 

Suppliers of materials and services

 

1,111

 

851

 

1,717,741

 

1,813,918

Interconnection (a)

 

-

 

-

 

200,944

 

204,646

Roaming (b)

 

-

 

-

 

150

 

148

Co-billing (c)

 

-

 

-

 

102,277

 

103,381

 

 

1,111

 

851

 

2,021,112

 

2,122,093

 

 

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

 

 

Suppliers of materials and services

 

-

 

-

 

32,322

 

50,464

Roaming (b)

 

-

 

-

 

54,236

 

69,058

 

 

-

 

-

 

86,558

 

119,522

 

 

1,111

 

851

 

2,107,670

 

2,241,615

 

40


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

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

 

(c) This refers to calls made by a customer who chooses another long-distance operator.

 
19   Loans and financing

 

Consolidated

 

Guarantees

 

09/2010

 

06/2010

Local currency

 

 

 

 

 

 

 

 

 

 

 

Banco do Nordeste: financing subject to 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 transaction intended as a hedge, which changes its cost to 76.90% of the CDI daily rate.

Bank Guarantee

 

 

28,878

 

32,917

 

 

 

 

 

 

Banco do Nordeste: financing subject to fixed interest of 10% p.a. and a 15% and 25% bonus on charges, for payment upon maturity. This financing involves a swap transaction intended as a hedge, which changes the cost into between 75.75% and 69.80% of the CDI daily rate.

Bank guarantee and TIM Participações’ surety

 

 

 

42,137

 

46,387

 

 

 

 

 

 

Banco do Nordeste: financing subject to fixed interest of 10% p.a. and a 15% and 25% bonus on charges, for payment upon maturity.

Bank guarantee and TIM Participações surety

 

59,678

 

62,451

 

 

 

 

 

 

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 involves a swap transaction for 90.85% of the Bank Deposit Certificate (CDI) daily rate.

TIM Participações´ surety, with service collection blocking in an amount equivalent to the loan´s outstanding balance

 

 

638,028

 

692,716

 

 

 

 

 

 

BNDES (Banco Nacional de Desenvolvimento Econômico e Social): This financing bears an average interest rate of approximately 2.37% p.a. plus the TJLP (Long Term Interest Rate) disclosed by the Brazilian Central Bank, over 82.8% of the part of the “incentive” amount and bears an interest rate composed of the IPCA, plus the BNDES cost of obtaining the funding of 17.2% of the “non-incentive” amount.

TIM Participações surety, with service collection blocking in an amount equivalent to the loan´s outstanding balance

 

 

941,243

 

827,508

 

 

 

 

 

 

 

 

 

BNDES (Banco Nacional de Desenvolvimento Econômico e Social): This financing bears an average interest rate of 4.5% p.a. This loan is part of the Investment Maintenance Program, or PSI.

TIM Participações surety and TIM Celular receivables

 

69,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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. Part of this financing based on the TJLP involved a swap transaction for 81.80% of the daily CDI.

Bank guarantee

 

 

13,737

 

16,907

 

 

 

 

 

 

 

Consolidated

 

Guarantees

 

09/2010

 

06/2010

National Currency

 

 

 

 

BNDES (Banco Nacional de Desenvolvimento Econômico e Social): bears an average interest of 4.82% p.a., in addition to the TJLP as disclosed by the Brazilian Central Bank.

TIM Participações´ surety, with service collection blocking in an amount equivalent to the loan’s outstanding balance

 

440,380

 

428,968

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Syndicated loan. The outstanding balance is updated by the variation of the CDI rate plus the respective applicable margin of 1.80% and 2.75% of the CDI. Note: Operation fully settled in August 2010

TIM Participações’ surety

 

-

 

592,390

 

 

 

 

 

 

CCB – Working Capital: Bank financing in local currency and contracted with Banco Santander to meet working capital requirements. Its cost is 110% of the daily CDI rate.

N.A.

 

210,076

 

204,210

 

 

 

 

 

 

Foreign Currency

 

 

 

 

 

 

 

 

 

 

 

BEI: The outstanding balance is updated by the LIBOR 6 m plus SPREAD. As this is a loan in foreign currency, it involves a swap transaction for hedging purposes, which covers 100% of the foreign exchange exposure, transforming the cost to 95.42% of the Interbank Deposit Certificates (CDI) daily rate.

Bank guarantee and TIM Participações’ surety

 

488,209

 

509,009

 

 

 

 

 

 

Resolution 2770 (Compror): Bank financing for payment of suppliers of goods and services. The foreign currency-linked funding  was settled in July 2010, with the remaining local currency-linked funding costing 108% of the CDI daily rate.

 

 

 

N.A.

 

161,433

 

480,386

Banco BNP Paribas: Loan taken out in foreign currency and updated by LIBOR 6M+ Spread, for which 80% of the risk is guaranteed by the insurance company “SACE S.p.A”. Involves swap transactions for hedging purposes, and covers 100% of the foreign exchange exposure, transforming the cost to 95.01% of the Interbank Deposit Certificates (CDI) daily rate.

 

 TIM Participações’ surety

 

 

 

247,292

 

 

 

259,570

Total

 

 

3,340,860

 

4,153,419

 

 

 

 

 

 

Current portion

 

 

(926,216)

 

(1,596,944)

Long-term portion

 

 

2,414,644

 

2,556,475

41


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 

The foreign currency loan that was taken out with Banco BNP Paribas, with a guarantee provided by the SACE group and CCB (Bank Credit Schedules) for Working Capital contracted with Banco ABN AMRO Real S.A., which is now called Banco Santander Brasil S.A., has the same restrictive clauses under which that company has to comply with  certain financial indices that are calculated on a half-yearly basis. The subsidiary company TIM Celular is in compliance with all the required financial indices.

 

The loan that TIM Celular S.A. has taken out from the BNDES (Brazilian National Bank for Economic and Social Development), for the purpose of expanding the mobile telephone network, also has restrictive clauses under which the company has to comply with certain financial indices that are calculated on a half-yearly basis. The subsidiary has been complying with all the required financial indices.

 

In August 2010, BNDES financing (Investment Maintenance Program – BNDES PSI) in the amount of R$92,000 was released. The resources are being used in the acquisition of machines and equipment for projects aimed at increasing network capacity. Since this financing is subsidized by BNDES, that is, it bears lower interest rates compared to those prevailing in the market (4.5% p.a.), this arrangement  fits within the scope of CPC 07 – Governmental Subsidies and Assistance. Thus, using the effective interest method defined in CPC 38 – Financial Instruments: Recognition and Measurement, the following points were considered: a comparison was carried out between i) the total amount of the debt based on the interest rates agreed and ii) the total amount of the debt based on interest used by the market (fair value). Based on this comparison, the subsidy granted by BNDES, adjusted to present value, totaled R$22,772. This amount is recorded in the group “Long-term Deferred Revenues - Governmental Subsidies,” and it will be deferred and recognized over the useful life of the asset being financed and recorded in “Other Subsidy Revenues.”

 

The Company’s subsidiaries entered into swap transactions as a hedge against any devaluation of the Brazilian currency (“Real”) vis-à-vis foreign currencies and changes in the fair value of their loans that were pegged to fixed interest rates and the TJLP (Long-Term interest Rate).

 

 

42


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

The long-term portions of loans and financing as of September 30, 2010 mature as follows:

 

 

 

Consolidated

 

 

 

2011

 

126,965

2012

 

622,761

2013

 

365,836

2014

 

215,852

2015 onwards

 

1,083,230

 

 

2,414,644

 

20.... Labor Obligations

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

06/2010

 

09/2010

 

06/2010

 

 

 

 

 

 

 

 

 

Payroll taxes

 

14

 

14

 

31,387

 

32,873

Vacation and bonuses payable

 

-

 

-

 

96,693

 

80,676

Employees’ withholding

 

59

 

11

 

4,317

 

3,762

 

 

73

 

25

 

132,397

 

117,311

 

 

21.... Taxes, fees and contributions

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

06/2010

 

09/2010

 

06/2010

 

 

 

 

 

 

 

 

 

IRPJ and CSLL

 

-

 

-

 

201,601

 

156,531

ICMS

 

-

 

-

 

422,842

 

415,280

COFINS

 

-

 

-

 

72,909

 

70,790

PIS

 

-

 

-

 

21,189

 

20,691

ANATEL (FISTEL, FUST/FUNTTEL etc.)

 

-

 

-

 

93,541

 

83,726

IRRF

 

39

 

37

 

2,561

 

2,635

ISS

 

14

 

14

 

34,016

 

31,902

Renewal of ANATEL license

 

-

 

-

 

10,439

 

8,148

PIS/COFINS

 

88

 

89

 

4,514

 

3,670

Other

 

24

 

25

 

5,254

 

7,312

 

 

165

 

165

 

868,866

 

800,685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Portion

 

(165)

 

(165)

 

(671,103)

 

(601,989)

Long-Term Portion

 

-

 

-

 

197,763

 

198,696

 

43


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

22     Other liabilities

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

06/2010

 

09/2010

 

06/2010

 

 

 

 

 

 

 

 

 

Pre-paid services to be provided

 

 

 

 

 

157,686

 

132,378

Grouping of shares

 

20,347

 

20,347

 

20,347

 

20,347

Governmental Subsidies (**)

 

-

 

-

 

22,772

 

-

Other obligations

 

8,582

 

8,570

 

15,724

 

16,438

 

 

28,929

 

28,917

 

216,529

 

169,163

 

 

 

 

 

 

 

 

 

Current Portion

 

(2,082)

 

(2,070)

 

(145,306)

 

(119,558)

Long-Term Portion

 

26,847

 

26,847

 

71,223

 

49,605

 

(*) On May 30, 2007, the Special Shareholders’ Meeting approved the reverse split of the total stock issued by the Company at the proportion of one thousand (1,000) existing shares for each new  share in the respective series. From July 1, 2007 to July 2, 2007, the shareholders adjusted their holdings into multiple lots of one thousand (1,000) shares, by type, through private negotiation on the over-the-counter market or on the São Paulo Stock Exchange, or BOVESPA, at their sole discretion.

 

On September 18, 2007, a total of 2,285,736 shares (1,185,651 common shares under the code TCSL3 and 1,100,085 preferred shares under the code TCSL4) were traded on the BOVESPA, corresponding to the fractions resulting from this reverse split. The amounts resulting from the sale are available to shareholders holding these portions since then.

 

(**) In August 2010, BNDES financing (Investment Maintenance Program – BNDES PSI) in the amount of R$92,000 was released. This arrangment fits within the scope of CPC 07 – Governmental Subsidies and Assistance. The subsidy granted by BNDES, adjusted at present value, totaled R$22,772, and it will be deferred and recognized over the useful life of the asset being financed and recorded in “Other Subsidy Revenues” (note 19).

 

23.... Provision for contingencies

 

The Company and its subsidiaries are parties to certain lawsuits (labor, tax, regulatory and civil) which arise in the normal course of their business, and have set up provisions whenever management, based on the opinion of their legal advisors, concludes that there is a probable risk of loss.

 

 

 

 

 

44


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

The provision set up for contingencies is made up as follows:

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

06/2010

 

09/2010

 

06/2010

 

 

 

 

 

 

 

 

 

Civil

 

-

 

5

 

52,206

 

81,190

Labor

 

4,012

 

3,964

 

43,112

 

43,520

Tax

 

-

 

-

 

55,258

 

59,485

Regulatory

 

-

 

-

 

18,448

 

25,501

 

 

4,012

 

3,969

 

169,024

 

209,696

 

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

 

 

 

 

12/2009

 

Additions, reversions settlement

 

 

 

Payments

 

 

Monetary Adjustment

 

 

 

09/2010

 

 

 

 

 

 

 

 

 

 

Civil

87,301

 

37,202

 

(64,605)

 

(7,692)

 

52,206

Labor

40,643

 

2,461

 

(177)

 

185

 

43,112

Tax

56,251

 

2,977

 

(5,222)

 

1,252

 

55,258

Regulatory

23,972

 

(4,527)

 

(1,704)

 

707

 

18,448

 

208,167

 

38,113

 

(71,708)

 

(5,548)

 

169,024

 

Civil Contingencies

 

The Company and its subsidiaries are subject to various legal and administrative proceedings filed against them by consumers, suppliers, service providers and consumer protection agencies, in connection with a number of issues that arise in the regular course of business. Management analyzes each legal or administrative proceeding with the aim of reaching a conclusion in relation to any particular contingency, classifying it as representing a probable, possible or remote risk. This sort of assessment is always based upon the opinion of the lawyers who are hired to deal with such cases. These assessments are reviewed at periodic intervals, and therefore can be modified over the course of the proceedings, in light of new facts or events, such as changes in case law.

 

Consumer Lawsuits

 

The subsidiaries are parties to roughly 64,114 lawsuits (versus 61,697 as of June 30, 2010), which are mostly claims that have been filed by consumers. The aforementioned lawsuits relate to questions regarding the relationship between the subsidiaries and their clients, with highlight going to allegations of undue collection, contract cancellation, equipment defects and failures in terms of equipment delivery, as well as unjustified inclusion in credit report services.

 

 

45


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

Class Actions

 

There are two main class actions against subsidiaries where the risk of loss is regarded as being probable: (i) a lawsuit against TIM Celular in the State of Bahia with the aim of obtaining a ban on charging long-distance rates for calls originating and received between the towns of Petrolina/PE and Juazeiro/BA, due to the existence of “state border areas”; and (ii) a lawsuit against TIM Celular in the State of Rio de Janeiro, involving the impossibility of charging a contract termination penalty in the case of theft of phone sets. Due to the fact that the referred lawsuits entail positive and negative obligations and, taking into account the impossibility of accurately quantifying possible losses at the current stage of the legal proceedings, no provisions have been set up by management in relation to the above described contingencies.

 

Labor Contingencies

 

These refer both to claims filed by former employees, in relation to questions such as salary differences, wage parity, payments of variable compensation/commissions, additional legal payments, overtime and other provisions that were established during the period prior to privatization, as well as by former employees of service providers who, in accordance with the labor legislation in force, have filed claims against the Company and/or its subsidiaries on the grounds that they are responsible for labor related obligations that were not met with by the service provider companies that were contracted.

 

Labor Claims

 

Out of the total of 5,867 labor suits (5,192 as of June 30, 2010) filed against the Company and its subsidiaries, more than 79% relate to claims that involve service providers, with the great majority of these claims being concentrated in certain companies, which for the most part are located in the cities of São Paulo, Belo Horizonte, Rio de Janeiro, Curitiba and Recife. As a result of the merger of HOLDCO into TIM Participações, that took place in December 2009, there are 37 labor claims involving TIM and Grupo Docas.

 

In relation to third-party claims, a number of these relate to specific projects involving the revision of service provider contracts, which in 2006 led to the termination of some of these contracts, with the subsequent winding up of these companies and the laying-off of employees. Another significant percentage of the contingencies that exist relates to the organizational restructuring processes, with highlight going to the closure of the Client Relationship Centers in Fortaleza, Salvador and Belo Horizonte, which resulted in the termination of 800 employees, including in-house staff as well as outsourced personnel.

 

Any assessment of the chances of loss regarding these actions and the contingent values is subject to revision at periodic intervals, taking into account the legal decisions reached during the course of the aforementioned processes, on account of regulatory changes or changes in Case Law Guidelines and Precedents issued by Superior Courts.

 

46


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

Adjustments in the labor provision are based, for the most part, on the concentration of efforts aimed at intensifying the standardization process in relation to the classification of the risks of labor-related claims involving the Company and its subsidiaries, taking into account the fact that the management of labor litigation makes use of numerous methods of procedural analysis and evaluation of the existing risks.

 

Tax Contingencies

 

IR and CSLL

 

In 2005, TIM Celular was assessed by the State of Minas Gerais office of the Federal Revenue Secretariat for the sum of R$126,933, in connection with: (i) taxation of monetary variations on swap transactions and exchange variations on outstanding loans; (ii) a separate fine for failure to pay social contribution on net income on an estimated monthly basis for the year 2002 and part of 2001; (iii) failure to pay corporate income tax on an estimated monthly basis for the year 2002; and (iv) remittance of interest overseas (IRRF – withholding income tax) – a voluntary disclosure that does not entail payment of arrears charges.

 

The subsidiary is currently challenging these assessments with the tax authorities.  Based on the opinions both of the company’s own lawyers as well as of law firms that provide the company with legal advice, management had concluded that the probable loss to be incurred with these processes would come to a figure of R$32,750, and set up a provision in 2005 for this amount under the title “Provision for income and social contribution taxes”.

 

In September 2009, TIM Celular enrolled in the REFIS (Fiscal Recovery Program) which provided amnesty in relation to fines and interest charges along with the possibility of payment of federal tax debits by installment. TIM Celular opted to enroll partially in the REFIS program in regard to these assessments and paid the sum of R$4,884 in relation to the installment corresponding to exclusions from net income before CSLL (Social Contributions on Net Income) and exchange variations. The amount of the provision that was set up under the title “Provision for Income and Social Contribution Taxes” in connection with CSLL was R$8,547, while the amount of R$3,663, which corresponds to the difference between the value that had been provisioned and the amount that was actually paid, was reversed in favor of the subsidiary.

 

The subsidiary continues to challenge these assessments with the tax authorities. At present the total amount assessed comes to a figure of R$128,759, while the company has set up a provision for the sum of R$24,203, the amount considered as probable loss by the management of the Company.

 

In September 2003 TIM Celular was assessed by the State of Ceará office of the Federal Revenue Secretariat for the sum of R$12,721 in connection with: (i) the disallowance of R$8,402 worth of expenses that had been included in the assessment of IRPJ (corporate income tax) for the period from 1999 through 2001; (ii) differences of R$3,208 in relation to CSLL payments for the years from 1998 through 2001; (iii) differences of R$334 and R$777, respectively, in relation to the payment of PIS (Employees’ Profit Participation Program) and COFINS (Tax for Social Security Financing) for the years from 1998 through 2002. The company filed an appeal against this assessment at the administrative level but was unsuccessful. Based on the opinions both of the company’s own lawyers as well as of the law firms that provide it with legal advice, management had concluded that the risk of loss in this case was probable. In September 2009, the subsidiary enrolled in the REFIS program in regard to these cases and paid the sum of R$3,213, while the amount of R$9,508, which corresponds to the difference between the amount that had been provisioned and the amount that was actually paid, was reversed in favor of the subsidiary (R$705 recorded under the title “Reversal of Contingency Provision” and R$8,803 under the title of “Provision for Income and Social Contribution Taxes”).

47


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

In 2008, TIM Participações was assessed by the State of Rio de Janeiro office of the Federal Revenue Secretariat for the sum of R$3,227, in connection with the alleged non-homologation of the offset request regarding the negative balance in relation to 2003’s IRPJ. Based on the opinions both of the company’s own lawyers as well as of the law firms that provide it with legal advice, management concluded that the risk of loss in this case was probable. In September 2009, the company enrolled in the REFIS program, and paid the sum of R$1,702, while the amount of R$1,525, which corresponds to the difference between the amount that had been provisioned and the amount that was actually paid, was reversed in favor of the subsidiary (recorded under the title of “Provision for Income and Social Contribution Taxes”).

 

In 2006, TIM Celular was assessed by the State of Rio de Janeiro office of the Federal Revenue Secretariat for the sum of R$825, in connection with the alleged non-homologation of various offset requests regarding negative balances in terms of IRPJ and CSLL for the year 1998 against debits in relation to COFINS, IRPJ and CSLL. Based on the opinions both of the company’s own lawyers as well as of law firms that provide it with legal advice, management concluded that the risk of loss in this case was probable. In September 2009, the subsidiary enrolled in the REFIS program, and paid the sum of R$340, while the amount of R$485, which corresponds to the difference between the amount that had been provisioned and the amount that was actually paid, was reversed in favor of the subsidiary (recorded under the title of “Provision for Income and Social Contribution Taxes”).

 

ICMS

 

In April 2002, the subsidiary Intelig was assessed by the State of Rio de Janeiro’s Revenue Secretariat for the sum of R$149,460 in connection with (i) non-presentation of the credit control register of property, plant and equipment (locally Ciap) in accordance with the legislation; (ii) enforcement of the co-billing agreement in partnership with the operators for the purpose of optimizing its billing procedures, with failure to comply with the legislation’s additional obligations; (iii) failure to comply with the state legislation in connection with the accrual of ICMS (Goods and Services Tax) on the services provided from public telephones (TUP); (iv) the printing and issuing of invoices without the appropriate authorization (AIDF); and (v) non-payment of ICMS on import transactions based on an agreement or program signed with the State of Rio de Janeiro.

48


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

August 2006 saw the publication of ICMS Convention No. 72/06, which authorized the states to reduce or waive interest, fines and monetary restatement in connection with the non-payment of ICMS arising from the provision of communication services. Therefore, based on the aforementioned convention, the subsidiary Intelig paid the sum of R$24,300 to settle its ICMS debits covered under the terms of the corresponding legislation.

 

Social Security (INSS)

In December 2005, the subsidiary Intelig was assessed by the Federal Revenue Secretariat for the sum of R$31,712, related to (i) withholding of 11% INSS on services provided by third parties; (ii) recording of the profit-sharing program outside the tax year; (iii) reversal of the provision for remuneration of delegated managers; (iv) difference between payment receipts and social security forms (GFIP) and (vi) lack of information in the GFIP. These assessments are being challenged at the administrative (cases i and iv) and judicial (cases ii, iii and v) levels, and based on the opinions both of the company’s own lawyers as well as of law firms that provide it with legal advice, the company’s management decided that the probable losses resulting from these proceedings would come to a figure of R$2,147, and thus set up a provision for this amount in September 2010.

 

Regulatory Contingencies

 

Due to an alleged failure to comply with some of the provisions set out in the SMP (Personal Mobile Service) and STFC (Switched Fixed Telephone Service) regulations and the quality targets defined under the General Quality Targets Plan for SMP (PGMQ-SMP) and for STFC – ANATEL filed some Procedures for the Determination of Non-Compliance of Obligations – PADO, involving the subsidiaries.

 

The subsidiaries have made every effort and have presented the arguments required for avoiding sanctions. These arguments, which are mostly of a technical and legal nature, may help significantly reduce the initial fine charged or lead to the definitive dismissal of the PADO, without any sanctions being applied.

 

Contingencies involving possible losses

 

Civil, Labor, Regulatory and Tax-related actions have been filed against the Company and its subsidiaries involving risk of loss that is classified as possible by the management and the Company’s lawyers. No provisions have been set up for these contingencies, summarized as follows:

 

 

 

49


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 

 

 

Consolidated

 

 

09/2010

 

06/2010

 

 

 

 

 

Civil

 

295,675

 

257,297

Labor

 

214,462

 

151,690

Tax

 

1,951,649

 

1,804,978

Regulatory

 

104,210

 

64,033

 

 

2,565,996

 

2,277,998

 

The main actions where the risk of loss is classified as possible are described below:

 

Civil

 

Class Actions

 

There are five class actions against subsidiaries where the risk of loss is regarded as possible and which deserve to be highlighted. The aforementioned actions can be summarized as follows: (i) a lawsuit against TIM Celular in the State of Pernambuco, challenging the Company’s policy of exchanging defective phone sets, which is allegedly in disagreement with the manufacturer´s warranty terms; (ii) a lawsuit against TIM Celular in the State of Rio Grande do Norte (Natal), questioning the quality of the services provided and the network in that state; and (iii) a lawsuit against TIM Celular in the State of Pará, challenging the quality of the service provided by the network in São Felix do Xingú; (iv) a lawsuit against TIM Celular in the State of Maranhão, challenging the quality of the service provided by the network in Balsas; and (v) a lawsuit filed against TIM Celular, challenging the long distance charges levied on calls made in the municipality of Bertioga – State of São Paulo and in the surrounding region.

 

Other Actions and Proceedings

 

TIM Celular, along with other telecommunications companies, is a defendant in lawsuit that has been brought by GVT in the 4th Lower Federal Court of the Federal District. The lawsuit is aimed at getting a declaration considering, as null and void, the contractual clause which deals with the VU-M amount used by the defendants as interconnection, which is deemed by the plaintiff to be illegal and abusive, and as such requiring the refunding of all amounts allegedly charged in excess since July 2004. The judge granted an injunction determining the provisional payment of VU-M at a figure of R$0.2899 per minute, and ordered that GVT make court deposits equal to the amount of the difference between this amount and the amount indicated by the defendants.   The injunction was confirmed at the 1st Lower Federal Court. TIM appealed this decision by means of an RESP, with a partial ruling in its favor, obligating GVT to pay TIM the amount fixed by ANATEL in the arbitration process in course at the Agency, to which GVT and VIVO are parties. In addition to the lawsuit, GVT has also filed a representation before the SDE (Secretariat of Economic Law), which agreed to file an Administrative Proceeding against the Company and other mobile telephone operators, on the grounds of an alleged infraction of economic principles, which was judged in March 2010.

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(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

The SDE ruled against the alleged practice of Price Squeeze and forwarded the process to CADE for judgment, also voting for the dismissal of the charge of uniform conduct ("cartel"). No decision has yet been handed down by the CADE.

 

TIM Celular is the defendant in a lawsuit for damages that has been filed by the services provider GLÓRIA SOUZA & CIA LTDA. before the 9th Lower Court of the municipality of Belém, in the State of Pará, where it is claiming the sum of R$6,119. The aforementioned company provided TIM with outsourced labor in northern Brazil. Given TIM’s decision to terminate the contract, the other party, disagreeing, brought a lawsuit claiming moral damages, alleging losses as a result of claims for severance payments brought by its employees. TIM’s defense was presented and the reply from Gloria Souza & Cia. is pending.

A judicial action for collection was filed against TIM Celular by Mattos & Calumby Lisboa Advogados Associados, which is in progress at the 29th Lower Court of the Judicial District of Rio de Janeiro. The plaintiff asserts that it is owed money as a result of the contractual relationship that was entered into with TIM (Contract for the Provision of Professional Legal Services). At the current time the process is in the expert examination phase.

 

A lawsuit has been brought against TIM Celular by the company (recharge distributor) INTEGRAÇÃO CONSULTORIA E SERVIÇOS TELEMÁTICOS LTDA., with the 2nd Lower Court of the Judicial District of Florianópolis-State of Santa Catarina for the sum of R$4,000 which aims to suspend the enforceability of credits already executed by TIM, preliminarily claiming non-inclusion in credit reporting’ lists, as well as damages caused by contract termination. It should be stressed that TIM filed an execution action against the aforementioned company with the 4th Lower Court of the Judicial District of Florianópolis-SC for the sum of R$3,957. TIM has made a declaration to the effect that the assets indicated by the execution debtor are insufficient to secure the execution. The case records have been stayed since January 2010 due to the fact that an Interlocutory Appeal has been filed.

 

There are 3 infraction notices that have been issued by the FUNDAÇÃO DE PROTEÇÃO E DEFESA DO CONSUMIDOR – PROCON-SP (FOUNDATION FOR THE PROTECTION AND DEFENSE OF THE CONSUMER). The infraction notices recorded under numbers 3,673/08 and 222/09 relate to fines imposed by PROCON-SP for the amount of R$3,192 based on failures to comply with the rules set out in Decree No. 6,523/08, which deals with Customer Service (SAC). For these cases TIM filed an administrative defense, but the fines were upheld at the administrative appellate level. For this reason, TIM filed a legal action, with the aim of cancelling the aforementioned fines, and is awaiting the final decision. The enforceability of the fines was suspended. Proceedings are still at the initial stage. Another infraction notice has been imposed by the aforementioned entity recorded under the number 1555D7, on the grounds that consumers were

 

51


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

charged for, but did not receive their phone sets. A fine of R$3,192 was also imposed on the company for this incident. This case was being discussed at the administrative level, and bearing in mind that the decision by the entity was unfavorable to TIM, a suit can still be filed to suspend and annul the fine applied.  There is yet another infraction notice under number 5291D7, by which a fine of R$ 3,192 was applied, alleging that TIM failed to comply with State Law No. 13220/08 regarding  the “Do Not Disturb” list (banning telemarketing). The case is still being discussed at the administrative level, and TIM has already submitted its defense. So far, there has been no final administrative decision.

 

MCS was TIM’s largest commercial partner in São Paulo (with approximately 40 stores). This commercial partnership had been in operation since 2003 and the contract ended in January 2010. The contract was terminated on account of disagreements between the parties in relation to the compensation amounts, the operation of the system, and the creation and determination of targets, along with other questions. MCS sought to lay the blame for its default and losses on TIM. It believes that its financial health has been negatively affected by the changes in TIM’s remuneration policy. Even before the contract had come to an end, MCS filed a lawsuit for termination of the contract and a claim for the payment of R$8,120. TIM filed a Restraining Action, in order to prevent MCS from transferring TIM stores to the competitor.

 

In March of 2010 the Restraining Action was ruled valid and it was determined that MCS should abstain from transferring the stores which were previously TIM stores for the period of twelve (12) months, starting from January 2, 2010 (the date when the contract ended). The action for termination of the contract is still in progress.

 

Labor

 

Labor Claims

 

A significant percentage of the existing contingencies relates to the organizational restructuring processes, with highlight going to the closure of the Client Relationship Centers (call centers) in Fortaleza, Salvador and Belo Horizonte, which resulted in the termination of 800 employees, including in-house staff as well as outsourced personnel.

 

Case records 01102-2006.024.03.00.0 refer to a public civil action filed by the Labor Public Prosecutor’s Office of the 3rd Region of Minas Gerais, which alleged irregular outsourcing practices and contained a formal request for collective moral damages. A judgment was rendered and published on April 16, 2008, where the first degree acting judge ruled the Labor Public Prosecutors’ Office claims as partially valid, recognizing the irregular outsourcing and the collective moral damages. An appeal was filed against this decision, and was dismissed on July 13, 2009. Prior to filing the aforementioned appeal, TIM filed a writ of mandamus to prevent the immediate compliance of the coercive acts imposed by the sentence. In view of the appeal filed, the writ of mandamus lost its purpose.

 

52


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

In order to obtain staying effects for its appeal, TIM Celular filed an innominate writ of prevention, which was dismissed without prejudice. In order to reverse the decision of the Regional Labor Court of the 3rd Region, TIM Celular filed an appeal against abusive acts of the judge with the Superior Labor Court, and obtained a favorable decision, which reversed the Court of Appeals´ decision. A motion for clarification was filed, but dismissed. On September 16, 2009, a motion to appeal was filed, which is awaiting judgment by the TST (Higher Labor Court).

 

As a result of the above mentioned Public Civil Action in Minas Gerais, the Labor Public Prosecutor’s Office of the Federal District filed case number 1218-2009.007.10.00.8 (Public Civil Action), alleging irregular outsourcing practices and a formal request for collective moral damages. The action was ruled groundless, establishing that, as a result of the General Telecommunications Law, all outsourcing in the telecommunications sector is legal. The Labor Public Prosecutor’s Office of filed an Ordinary Appeal in March/2010, which is awaiting the decision of the TRT (Regional Labor Court) of the 10th Region.

 

A group of processes have been filed in the state of Paraná, involving claims for damages in connection with contractual provisions stamped in the employees´ labor booklets. According to an internal rule, TELEPAR undertook to supplement the retirement benefits of employees hired up until 1982. Prior to privatization, TELEPAR had proposed to implement this benefit by means of the payment of a certain amount in cash. However, some of the company’s former employees have questioned this transaction, and in some cases have obtained favorable decisions.

 

It should also be pointed out that there is a group of labor claims, particularly in São Paulo, from former Gazeta Mercantil employees who have filed claims requesting inclusion of Holdco or TIM Participações as defendants, with later payment of damages. We point out that the plaintiffs were employees of the company Gazeta Mercantil, without any ties to Holdco or TIM Participações. It should be stressed that prior to being taken over by TIM Participações, Holdco belonged to the Docas group, of which Gazeta Mercantil is a part.

 

Social Security

 

In São Paulo TIM Celular received a Debit Assessment Notice referring to an alleged irregularity in the payment of social security contributions in connection with the payment of the Employees’ Profit-Sharing Plan for the sum of R$2,388. The subsidiary filed its administrative defense, but on September 16, 2009 the decision was rendered which upheld the disputed notice. On October 5, 2009, an administrative appeal was filed, the judgment of which is still pending.

 

In May 2006, TIM Celular was assessed under tax assessment notice No. 35611926-2 for social security contributions that were allegedly due in connection with the following: (i) hiring bonus; (ii) non-adjusted bonus; (iii) payment for self-employed people’s activities; and (iv) sales incentives. The company filed an administrative defense but this did not reverse the tax assessment (decision – assessment). In an attempt to get this decision reversed, TIM Celular filed an appeal with the Ministry of Finance’s Taxpayers’ Council, which is now pending judgment.

 

53


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

Tax Claims

 

IR and CSLL

 

On October 30, 2006, TIM Celular received a tax assessment which initially amounted to R$331,171.  In March 2007, the Federal Revenue Secretariat in Recife, in the State of Pernambuco, notified the subsidiary by means of a Tax Information Report, which informed the company that the amounts in connection with Income and Social Contribution Taxes and a separate fine, which  totaled  R$73,027 (principal and separate fine), had been excluded from the assessment. Thus, the final amount assessed was R$258,144. The tax assessments which make up the aforementioned administrative proceeding include demands in connection with Income and Social Contribution Taxes, together with a separate unrelated fine, for various reasons. Most of those refer to the amortization of goodwill resulting from the privatization auction of the Telebrás System and the related tax deductions. Under Law No. 9.532/97, art. 7, the proceeds of premium amortization can be included in the taxable income of a subsidiary created as a result of a merger, spin-off or consolidation, whereby one company has a stake in the other, with the said stake being acquired using goodwill based on the future profitability of the investee. It should be stressed that this is a normal market transaction and is in accordance with CVM (Brazilian Securities Commission) Instruction No. 319/99.

 

The Tax Information Report mentioned above did in fact lead to the segregation of part of the infractions contained in the assessment notice, which discussed the timing of the deductibility of the goodwill, in 159 specific federal tax offsetting proceedings which add up to a total amount of R$85,771. In September 2009 there was a decision that was partially favorable to TIM Celular in one of the offsetting proceedings, reducing part of the credit offset by the subsidiary. At present, the subsidiary continues to challenge the remainder of the offsetting proceedings, the total outstanding balance of which comes to a figure of R$76,778.

 

From May to July 2008, TIM Celular received 49 assessment notices of the same nature issued by the Federal Revenue in connection with Income and Social Contribution Taxes offset by the subsidiary in the years 2002, 2003 and 2004, totaling R$11,088. The aforementioned assessments were all timely challenged by the subsidiary, and the subsidiary is now awaiting a decision at the administrative level.

 

In August 2010, TIM Celular received an infraction notice filed by the Federal Revenue  in the State of Pernambuco, in the amount of R$ 6,717, covering partial certification of the request for a declared offsetting proceeding involving negative corporate income tax (IRPJ). This notice was challenged in a timely manner by the subsidiary, which is now awaiting a decision at the administrative level.

 

 

 

54


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

Income tax withholding (IRRF)

 

In October 2005, TIM Celular received a Tax Execution notification for the sum of R$5,624, in connection with the alleged failure to remit IRRF on rentals, royalties and work done without any employment ties. This subsidiary has already filed appeals and intends to challenge the aforementioned assessment at higher courts.

In December 2006, the subsidiary Intelig was assessed by the Federal Revenue for an amount of R$ 49,652, arising from the alleged nonpayment of IRRF and CIDE taxes on  remittances to international interconnection providers. This assessment is being challenged, while the enforceability of the tax debit has been suspended, and is being discussed at the administrative level. Based on the final favorable decision of the court injunction, Intelig’s lawyers requested closure of the discussion at the administrative level, with the consequent cancellation of the infraction notices.

 

PIS and COFINS

 

In 2004, TIM Celular was assessed in connection with PIS and COFINS due on exchange variation arising from revenue generated in 1999. The two assessment notices added up to a total amount of R$30,913. TIM Celular had filed a Writ of Mandamus against the broadening of the tax assessment basis established by Law No. 9718/98. A judicial decision favorable to the company was issued in March 2006 in relation to the aforementioned Writ of Mandamus, declaring Law No. 9718/98 to be unconstitutional, preventing the collection of PIS and COFINS on non-operating revenue.

 

The above-mentioned tax assessments, which challenged the levying of PIS and COFINS on exchange rate variations in April 2007, the requirement for payment of PIS on exchange rate variations was canceled, and in February 2009, the requirement for payment of COFINS in connection with exchange rate variation was reduced by R$23,339, leaving the amount of R$2,263 still under discussion.

 

In October, November and December 2009, TIM Celular received 194 tax assessments amounting to the sum of R$26,076 which involve the payment of COFINS in connection with the non-homologation of the request for offset for the fiscal years 2005, 2006 and 2007, related primarily to the import of services. The aforementioned assessments are being challenged by the subsidiary at the administrative level.

 

In May 2010, TIM Celular received 3 infraction notices filed by the Federal Revenue Secretariat in São Paulo, as amounting to R$ 50,026, involving : (i) failure to pay IRRF on income of residents abroad, remitted as international roaming and payment to unidentified beneficiaries; (ii) failure to pay CIDE on the payment of royalties on overseas remittances, in addition to remittances regarding international roaming; and (iii) reduction of fiscal losses (IRPJ/CSLL) in regard to the deduction of unproven expenses by way of technical services. These infractions were challenged in a timely manner by the subsidiary, which is now awaiting a decision at the administrative level.

 

55


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 

ICMS

 

TIM Celular received assessment notices from the tax authorities of the State of Santa Catarina in 2003 and 2004, mainly relating to disputes regarding the levying of ICMS on telecommunication services provided by the Parent Company, as well as in connection with the sale of phone sets. As a result of various favorable decisions in relation to the administrative processes the amount that is now being disputed is R$41,416, (the original tax assessment was for the sum of R$95,449). The subsidiary is currently challenging these assessments with the tax authorities at both the administrative as well as judicial levels. Based on the opinions both of the company’s own lawyers as well as of law firms that provide the company with legal advice, management concluded that the processes still in progress may result in a probable loss for the subsidiary.

 

Over the past few years, the subsidiary TIM Celular has received tax assessment notices drawn up by the tax authorities in various Brazilian states in connection with the payment of ICMS regarding operating aspects of the company’s activity of provision of telecommunications services, as well as the commercialization of merchandise. Some grounds or reasons for tax assessments in connection with alleged failure to pay the tax, according to the allegations of the inspection agents include: (i) discussion regarding the requirement to pay the difference between the intrastate and interstate ICMS rate on the purchase of property, plant and equipment items for use and consumption and the determination of the ICMS basis of calculation for acquisition of goods intended for sale; (ii) recording of the taxed services (according to the understanding of the tax authorities) as not taxed by the subsidiary in the Transfer Register; (iii) alleged underpayment due to usage of the incorrect rate and the entry of telecommunications services as not taxed; (iv) alleged failure to make payment due to differences between the amount actually paid and the amount declared; (v) payment of tax outside the term established by the state legislation, among others. The aforementioned assessments are being challenged in a timely fashion at both the administrative as well as the judicial level. The sum involved in those cases under discussion where the amount is in excess of R$5,000, comes to a total of R$105,670.

 

The subsidiary TIM Celular received tax assessment notices for ICMS drawn up by the tax authorities in the States of Rio de Janeiro and Bahia, for allegedly defaulting on payment of the tax, as well as the additional contribution regarding the “Fundo de Combate à Pobreza e às Desigualdades Sociais” (Fund for Fighting Poverty and Social Inequalities) allegedly due on: (i) the provision of international roaming services; and (ii) the provision of services in the pre-paid modality. The aforementioned assessments are being challenged at the administrative level and add up to a total sum of R$48,386.

 

The subsidiary TIM Celular received tax assessment notices drawn up by the tax authorities of the States of Paraíba, Rio de Janeiro, Paraná and Bahia for the respective sums of R$5,511, R$38,274, R$ 8,476 and R$19,938, in connection with the failure to proportionally reverse ICMS credits on shipment of exempt and non-taxed goods. The aforementioned assessments are being challenged by the subsidiary at the administrative level and add up to a total sum of R$72,199.

56


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

The subsidiary TIM Celular received assessment notices from the tax authorities of the State of São Paulo and the State of Minas Gerais for the respective sums of R$286,010 and R$17,167, for allegedly having failed to include conditional discounts offered to clients in the ICMS basis of calculation. This subsidiary intends to challenge the aforementioned collection at the higher court.

 

In 2008, 2009 and 2010 the subsidiary TIM Celular received tax assessment notices for the total sum of R$122,208 drawn up by the tax authorities of the States of Ceará, São Paulo, Pernambuco, Paraná and Minas Gerais in connection with a debit arising from taking ICMS credit on the purchase of electric energy. The aforementioned assessments are being challenged by the subsidiary at the administrative level.

 

In January 2010, the subsidiary TIM Celular was assessed by the State of Sao Paulo’s tax authorities for the sum of R$5,255 in connection with the debit resulting from the reversal of ICMS credits on the shipment of goods to the Manaus Free Trade Zone. The aforementioned debit is being challenged at the judicial level.

 

On November 19, 2002, the subsidiary Intelig was assessed by the State of Minas Gerais’ tax authorities for the sum of R$8,564, for allegedly having taken undue ICMS credit on the acquisition of property, plant and equipment items and materials intended for utilization and consumption by the company. This assessment is being challenged at the judicial level.

 

In November 2005, the subsidiary Intelig was assessed by the State of Mato Grosso’s tax authorities for the sum of R$11,723, for allegedly having taken undue ICMS credit on the acquisition of property, plant and equipment items without the support of the respective Invoice and of the difference in the rate of ICMS. The aforementioned assessment is being challenged at the judicial level.

 

In December 2007 and December 2008, the subsidiary Intelig received two assessment notices from the State of Sao Paulo’s tax authorities for the amounts of R$4,714 and R$11,385, respectively, for allegedly having taken undue ICMS credit in the years 2002 and 2003 by means of the reversal of debits in connection with the cancellation of telecommunications services that were not actually provided. The assessment regarding the 2002 period was unsuccessful at the administrative level, leading to discussion of the debit at the judicial level. This assessment regarding the year 2003 is still under discussion at the administrative level.

 

In May 2010, TIM Celular received an infraction notice from the Paraná State Department of Finance in the amount of R$ 27,188, involving the failure to pay ICMS tax levied on the provision of telecommunications services (pre-paid model) – dispatch of telephone cards in calendar year 2005. This infraction notice is being challenged at the administrative level.

 

57


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

In April 2010, the subsidiary TIM Celular was 03 infraction notices served by the State of Ceará tax authorities for the sum of R$17,558 referring to: (i) failure to pay ICMS ST, as the company failed to transfer to property, plant and equipment the goods acquired for the inventory in the light of the loan for use transaction and (ii) failure to pay ICMS arising from having issued tax documents containing prices below the cost of acquisition. The aforementioned assessments are being challenged in the administrative sphere.

 

 

ISS

 

On December 20, 2007, the subsidiary TIM Celular received an assessment notice from the municipality of Rio de Janeiro for the amount of R$94,359 for allegedly failing to pay ISS on the following services: technical programming; administrative service of plan cancellation; telephone directory assistance service, provision of data and information and network infrastructure sharing. This assessment is being challenged by the subsidiary at the administrative level.

 

FUST – Telecommunications Services Universalization Fund

 

On December 15, 2005, ANATEL issued its Abstract No. 07 aimed, among other things, at charging FUST contributions on the interconnection revenues earned by the providers of telecommunications services, from the date upon which Law No. 9998 came into force. It is the continued understanding of the subsidiary company that based on the applicable legislation (including the provision in the sole paragraph of article 6 of Law No. 9998/00), the abovementioned revenues are not subject to the FUST charge, and accordingly, management has taken the necessary measures to protect the interests of the subsidiary company. A writ of mandamus was filed to protect the interests of the subsidiary in connection with the non-payment of FUST on interconnection revenues. ANATEL’s intention to charge FUST on such revenues has been suspended, due to the judicial decision in favor of the subsidiary company. The writ of mandamus is pending the decision from the court of appeals.

 

Since October 2006, ANATEL has issued a number of assessment notices against the subsidiary TIM Celular, in connection with FUST charges that are allegedly due on interconnection revenues between the years from 2001 to 2005, together with a fine for arrears, on account of Abstract No. 07/05. The assessments for this period add up to a total amount of R$194,726.

 

The subsidiary Intelig has received a number of assessment notices from ANATEL, which add up to a total amount of R$38,563 in connection with FUST charges that are allegedly due on interconnection revenues for the periods from January to December 2001, 2002 and 2003, respectively. The aforementioned assessments are being challenged at the administrative level.

 

FUNTTEL – Telecommunications Technological Development Fund

 

58


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

The Ministry of Communications drew up assessment notices against the subsidiary TIM Celular in the amount of R$166,943, in connection with FUNTTEL amounts allegedly due on interconnection revenues for the years from 2001 to 2005, as well as a fine for arrears. It is the continued understanding of the Company that the above mentioned revenues are not subject to FUNTTEL. A writ of mandamus was filed to safeguard the Company’s interests in relation to the non-payment of FUNTTEL on interconnection revenues, on the same grounds as those used for the FUST process. The intention to charge FUNTTEL on interconnection revenues is under suspension, due to a favorable ruling obtained in relation to the writ of mandamus that was filed by the subsidiary.

 

The subsidiary Intelig has received a number of assessment notices from the Ministry of Communications, which add up to a total amount of R$9,038 in connection with FUNTTEL charges that are allegedly due on interconnection revenues for the periods from January to December 2002, March to December 2003, April to December 2004 and January to November 2005, respectively. The aforementioned assessments are being challenged at the administrative level.

 

Regulatory proceedings

 

TIM Celular is authorized to provide SMP in all Brazilian states for an indefinite period, and to use the radio frequencies associated with SMP, having obtained an extension from ANATEL of the authorizations for such radio-frequency usage, under the Terms of Authorization, for a period of 15 years counting from the end of the original period of validity of these authorizations.

 

Through dispatches issued in July of 2010, ANATEL confirmed the Suspensive effect associated with the charge of 2% of interconnection revenue involving payment of the renewal of RF’s. There has been no impact on the Company’s provisions, since at no time did the Company believe there was a regulatory obligation associated with this payment.

 

In view of the extension of authorization of usage of the radio frequencies associated with SMP, the subject matter of the above mentioned Terms of Authorization issued in accordance with the respective Acts, the Company received demands from ANATEL for payment of 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, for the sums shown in the table below. In the Company’s opinion these charges are improper.

 

 

State

Term of authorization

Expiration

Date

Act

Amount

Paraná (except for the municipalities of Londrina and Tamarana)

002/2006/PVCP/SPV

9/3/2022

57,551 dated 4/13/2006

R$80,066

Santa Catarina

074/2008/PVCP/SPV

9/30/2023

5,520 dated 9/18/2008

R$54,026

Municipality and region of Pelotas in Rio Grande do Sul

001/2009/PVCP/SPV

4/14/2024

1,848 dated 4/13/2009

R$333,444

Ceará

089/2008/PVCP/SPV

11/28/2023

7,385 dated 11/27/2008

R$41,728

Alagoas

045/2008/PVCP/SPV

12/15/2023

7,383 dated 11/27/2008

R$20,038

Rio Grande do Norte

050/2008/PVCP/SPV

12/31/2023

7,390 dated 11/27/2008

R$15,021

Paraíba

047/2008/PVCP/SPV

12/31/2023

7,386 dated 11/27/2008

R$19,844

Piauí

049/2008/PVCP/SPV

3/27/2024

7,389 dated 11/27/2008

R$13,497

Pernambuco

089/2008/PVCP/SPV

5/15/2024

7,388 dated 11/27/2008

R$54,000

 

59


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

The demand for payment of TFI is a result of Anatel’s understanding that Art. 9, III, of the Regulations for Collection of Revenues of the FISTEL Telecommunications Inspection Fund, approved by Resolution No. 255, which foresees the levying of TFI on the station at such time as the license is renewed, which entails the issuing of a new license. However, in the Company’s understanding this does not appear to be the correct interpretation of the provisions of the legislation applicable to the matter at hand, which is why the aforementioned charge was the cause for the timely challenge at the administrative level, with the requirement for payment of the charge being suspended until the definitive ruling of the challenge from ANATEL.

 

According to the Terms of Authorization for the operation of Personal Mobile Service (SMP), the subsidiary companies undertook to implement coverage of SMP in stages in relation to their respective regions, within the scope of the areas they were awarded, and they have done this. Also in accordance with the aforementioned Terms of Authorization, the subsidiary companies are required to operate in accordance with the quality standards established by ANATEL and comply with the obligations determined by the regulations. If there is a failure to perform the obligations as set out under the Terms of Authorization, the subsidiaries are subject to the filing of PADOs (Proceedings for the Determination of Noncompliance of Obligations) and possible sanctions as a result.

 

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

 

The subsidiaries filed defenses and administrative appeals explaining that the reasons for default were due to several factors, most of them involuntary and not related to the companies’ activities and actions. The provision for regulatory contingencies shown in the balance sheet reflects the amount of expected losses classified as probable, as expected by management.

 

24 Assets retirement obligations

 

The changes in the obligations deriving from assets retirement are set forth below:

 

 

 

Consolidated

 

 

09/ 2010

 

06/2010

 

 

(9 months)

 

(6 months)

 

 

 

 

 

Opening balance

 

237,094

 

237,094

 

 

 

 

 

Additions recorded throughout the period, net of write-offs

 

10,346

 

7,951

Monetary adjustment in the period

 

11,731

 

7,820

 

 

 

 

 

Closing balance

 

259,171

 

252,865

 

60


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 
The provision is based on the estimated costs to be incurred on disassembly of towers and equipment at leased sites, discounted at present value so as to reflect the best current estimate.

 

 

25.... Shareholders’ equity

 

a.      Capital

 

Upon resolution by the Board of Directors, without amending the bylaws, the Company is authorized to increase its capital to up to 2,500,000,000 common or preferred shares.

 

The Shareholders’ Meeting held on April 2, 2009, approved a capital increase in the amount of R$18,761, through the issue of 1,573,828 common shares and 3,046,671 preferred shares, with no par value, on behalf of TIM Brasil. This capital increase used the tax benefit produced by goodwill amortization and the Company’s partial spin-off. Minority shareholders were assured capitalization rights, based on the same conditions applicable to controlling shareholders, so that they could keep their minority interests. The subscription price was R$6.12 per common share and R$3.00 per preferred share.

 

Following the merger of HOLDCO (note 2), the Shareholders’ Meeting held on December 30, 2009, approved a capital increase of R$516,725, through issuance of 43,356,672 common shares and 83,931,352 preferred shares, with no par value, issued by the Company and subscribed on behalf of JVCO.

 

The subscribed and paid-in capital comprises shares with no par value, as follows:

 

 

 

09/2010

 

06/2010

 

 

 

 

 

Number of common shares

 

843,281,477

 

843,281,477

Number of preferred shares

 

1,632,453,583

 

1,632,453,583

 

 

2,475,735,060

 

2,475,735,060

 

 

b.      Capital reserves

 

Special premium reserve

 

This reserve resulted from the corporate restructuring process carried out 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 in connection with this right must be delivered directly to the controlling shareholder, in accordance with CVM Instruction No. 319/99.

 

61


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 

c.      Profit reserves

 

Legal reserve

 

This refers to 5% of net income for every year ended December 31, until the legal reserve equals 20% of capital. Also, the Company is authorized to stop setting up a legal reserve when, together with the Capital Reserves, it exceeds 30% of capital stock.  This reserve can be used only for capital increase or offsetting of accumulated losses.

 

Reserve for expansion

 

This reserve is set up based on paragraph 2, article 46 of the bylaws and article 194 of Law No. 6404/76, and is intended to fund investment and expansion projects.

 

 

d.      Dividends

 

 

Dividends are calculated according to the By-laws and Brazilian company law.

 

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

 

Preferred shares are nonvoting, but are ensured the following preferences or advantages: (i) priority in the payment of capital at no premium and (ii) payment of a minimum non-cumulative dividend of 6% p.a. on the total obtained by dividing the subscribed capital stock by the total number of shares issued by the Company.

 

In order to comply with Law No. 10303/01, the Company’s bylaws were amended, including the first paragraph of article 10, which ensures the holders of preferred shares, every year, the right to receive dividends corresponding to 3% 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, as described in the preceding paragraph. 

 

 

62


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

In 2010, the preferred shares were granted full voting rights since dividends had not been paid for three consecutive years, in accordance with the first paragraph of article 111 of Law No. 6404/76.

 

Dividends unclaimed after three years revert to the Company. The Company recorded the reversion of expired dividends totaling R$ 8,345 directly to shareholders’ equity.

 

 
26.... Net operating revenue

 

 

 

Consolidated

 

 

 

09/2010

 

 

09/2009

 

 

 

 

 

Telecommunications service revenue – Mobile

 

 

 

 

Subscription

 

269,151

 

220,946

Use

 

6,164,000

 

5,618,746

Network use

 

2,743,700

 

3,035,927

Long distance

 

1,748,240

 

1,375,577

VAS – Additional services

 

1,599,267

 

1,408,547

Other

 

179,832

 

189,475

 

 

12,704,190

 

11,849,218

 

 

 

 

 

Telecommunications service revenue – Fixed

 

922,976

 

58,163

Telecommunications service revenue – Mobile and Fixed

 

13,627,166

 

11,907,381

 

 

 

 

 

Goods sold

 

1,129,594

 

1,439,127

Gross operating revenue

 

14,756,760

 

13,346,508

 

 

 

 

 

Deductions from gross revenue

 

 

 

 

Taxes

 

(3,347,437)

 

(2,926,068)

Discounts given

 

(863,698)

 

(642,291)

Returns and other

 

(97,418)

 

(124,749)

 

 

(4,308,553)

 

(3,693,108)

 

 

 

 

 

 

 

10,448,207

 

9,653,400

 

 

27.... Cost of services provided and goods sold

 

 

 

Consolidated

 

 

09/2010

 

09/2009

 

 

 

 

 

Personnel

 

(46,613)

 

(52,415)

Third party services

 

(256,724)

 

(233,310)

Interconnection

 

(2,670,950)

 

(2,490,831)

Depreciation and amortization

 

(1,189,478)

 

(1,078,400)

Telecommunications inspection fund (FISTEL)

 

(6,631)

 

(7,891)

Rentals

 

(175,479)

 

(116,420)

Other

 

(32,714)

 

(21,397)

Cost of services provided

 

(4,378,589)

 

(4,000,664)

 

 

 

 

 

Cost of goods sold

 

(1,013,926)

 

(1,126,486)

Total cost of services provided and goods sold

 

(5,392,515)

 

(5,127,150)

 

63


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 

28.... Selling expenses

 

 

 

Consolidated

 

 

09/2010

 

09/2009

 

 

 

 

 

Personnel

 

(282,677)

 

(276,251)

Third parties’ services

 

(1,537,342)

 

(1,534,498)

Advertising and publicity expenses

 

(410,445)

 

(359,244)

Loss and allowance for doubtful accounts

 

(252,482)

 

(339,955)

Telecommunications inspection fund (FISTEL)

 

(570,673)

 

(453,761)

Depreciation and amortization

 

(249,486)

 

(250,884)

Other

 

(61,517)

 

(64,004)

 

 

(3,364,622)

 

(3,278,597)

 

64


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

29.... General and administrative expenses

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

09/2009

 

09/2010

 

09/2009

 

 

 

 

 

 

 

 

 

Personnel

 

(1,180)

 

(1,108)

 

(108,019)

 

(112,169)

Third parties’ services

 

(2,083)

 

(4,897)

 

(306,788)

 

(271,089)

Depreciation and amortization

 

-

 

-

 

(314,674)

 

(378,879)

Other

 

(666)

 

(194)

 

(54,023)

 

(46,895)

 

 

(3,929)

 

(6,199)

 

(783,504)

 

(809,032)

 

 

30.... Other operating revenues (expenses), net

 

 

Parent Company

 

Consolidated

 

09/2010

 

09/2009

 

09/2010

 

09/2009

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

Fines on telecommunications services

-

 

-

 

21,056

 

27,011

Reversal of provision for contingencies

26

 

1,818

 

31,068

 

33,133

Disposal of  property, plant and equipment

-

 

-

 

1,570

 

1,404

Other operating revenue

-

 

-

 

1,072

 

3,012

 

26

 

1,818

 

        54,766

 

64,560

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

Amortization of concession

-

 

-

 

(253,237)

 

(244,108)

 

 

 

 

 

 

 

 

Taxes, fees and contributions

-

 

-

 

(8,089)

 

(15,393)

Provision for contingencies

(45)

 

(473)

 

(69,181)

 

(70,674)

Cost of property, plant and equipment disposed of

-

 

-

 

(10,875)

 

(13,621)

Other operating expenses

(4)

 

(34)

 

(7,419)

 

(7,493)

 

(49)

 

(507)

 

(348,801)

 

(351,289)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating revenue (expenses), net

(23)

 

1,311

 

(294,035)

 

(286,729)

 

 

 

31.... Financial revenue
 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

09/2009

 

09/2010

 

09/2009

 

 

 

 

 

 

 

 

 

Interest on financial investments

 

1,336

 

3,107

 

99,918

 

38,926

Interest received from clients

 

-

 

-

 

31,462

 

12,381

Monetary adjustment

 

470

 

486

 

28,700

 

31,205

Exchange variations

 

3

 

4

 

412,503

 

580,761

Other revenue

 

79

 

-

 

2,119

 

5,137

 

 

1,888

 

3,597

 

574,702

 

668,410

 

65


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 
32...... Financial expenses

 

 

 

Parent Company

 

Consolidated

 

 

09/2010

 

09/2009

 

09/2010

 

09/2009

 

 

 

 

 

 

 

 

 

Interest on loans and financing

 

-

 

-

 

(227,806)

 

(197,781)

Interest paid to suppliers

 

(3)

 

-

 

(12,959)

 

(3,674)

Interest on taxes and fees

 

-

 

-

 

(1,066)

 

(1,917)

Monetary adjustment

 

(7)

 

172

 

(16,623)

 

(1,661)

Discounts given

 

-

 

-

 

(13,221)

 

(8,015)

Exchange variations

 

(79)

 

-

 

(479,005)

 

(634,148)

Other expenses

 

(78)

 

(31)

 

(21,281)

 

(18,250)

 

 

(167)

 

141

 

(771,961)

 

(865,446)

 

 

33...... Income and social contribution tax expenses

 

 

Parent Company

 

Consolidated

 

09/2009

 

09/2010

 

09/2009

 

 

 

 

 

 

Income tax for the period

-

 

(88,453)

 

(42,807)

Social contribution for the period

-

 

(32,633)

 

(15,475)

Tax incentive - ADENE

-

 

18,492

 

28,707

 

-

 

(102,594)

 

(29,575)

Deferred income tax

-

 

(42,363)

 

(25,720)

Deferred social contribution

-

 

(15,250)

 

(9,260)

 

-

 

(57,613)

 

(34,980)

Provision for income and social contribution tax contingencies

(1,702)

 

-

 

11,249

 

(1,702)

 

(160,207)

 

(53,306)

 

 

66


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

The reconciliation of income tax and social contribution expenses calculated at the applicable tax rates plus the amounts reflected in the income statement is set forth below:

 

 

 

Consolidated

 

 

09/2010

 

09/2009

 

 

 

 

 

Income / (loss) before income tax and social contribution

 

416,272

 

(45,144)

 

 

 

 

 

Combined tax rate

 

34%

 

34%

 

 

 

 

 

Income tax and social contribution at the combined tax rate

 

(141,532)

 

15,349

 

 

 

 

 

(Additions)/exclusions:

 

 

 

 

Unrecognized tax losses and temporary differences

 

2,720

 

(62,441)

Provision for income and social contribution tax contingencies

 

-

 

11,249

Tax losses and recognized temporary differences

 

(57,613)

 

(34,980)

Permanent (additions)/exclusions

 

(3,877)

 

(5,147)

Tax incentive – ADENE

 

18,492

 

28,707

Difference in calculation of tax  loss from previous years

 

21,332

 

-

Other amounts

 

271

 

(6,043)

 

 

(18,675)

 

(68,655)

Income tax and social contribution charged to results for the period

 

(160,207)

 

(53,306)

 

 

34     Transactions with Telecom Italia Group

 

The consolidated balances of transactions with companies of the Telecom Italia Group are as follows:

 

 

 

Assets

 

 

09/2010

 

06/2010

 

 

 

 

 

Telecom Personal Argentina (1)

 

2,339

 

2,242

Telecom Italia Sparkle (1)

 

13,787

 

13,818

Telecom Italia S.p.A. (2)

 

3,545

 

4,009

Other

 

971

 

965

Total

 

20,642

 

21,034

 

 

67


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 

Liabilities

 

 

09/2010

 

06/2010

 

 

 

 

 

Telecom Italia S.p.A. (2)

 

18,116

 

15,308

Telecom Personal Argentina (1)

 

1,406

 

1,846

Telecom Italia Sparkle (1)

 

9,274

 

6,425

Other

 

2,043

 

2,300

Total

 

30,839

 

25,879

 

 

 

Revenue

 

 

09/2010

 

09/2009

 

 

 

 

 

Telecom Italia S.p.A. (2)

 

12,597

 

8,649

Telecom Personal Argentina (1)

 

4,441

 

3,259

Telecom Italia Sparkle (1)

 

21,847

 

7,338

Other

 

837

 

642

Total

 

39,722

 

19,888

 

 

 

 

Cost/Expense

 

 

09/2010

 

09/2009

 

 

 

 

 

Telecom Italia S.p.A. (2)

 

22,728

 

14,620

Telecom Italia Sparkle (1)

 

15,376

 

17,706

Telecom Personal Argentina (1)

 

6,725

 

4,722

Other

 

6,325

 

805

Total

 

51,154

 

37,853

 

 

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

 

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

 

On April 27, 2010, the Shareholders’ Meeting of TIM Participações approved the renewal of the cooperation and support agreement with Telecom Italia S.p.A and TIM Celular, with intervention by the Company, effective between January 3, 2010 and January 2, 2011, in an amount of approximately R$20,700 .

 

Up to September 30, 2010, provisions amounting to R$14,823 (R$9,410 as of June 30, 2010) had been made, of which R$14,364 refer to property, plant and equipment (R$9,100 as of June 30, 2010) and R$459 refer to costs/expenses (R$258 as of September 30, 2009). The agreement is intended to add value to the Company by utilizing Telecom Italia’s experience in: (i) improving the effectiveness and efficiency of activities involved by adopting in-house solutions, and (ii) sharing systems, services, processes and best practices widely used in the Italian market, which can be easily customized to the Company’s requirements.

68


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

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

 

35.... Financial instruments and risk management

 

Through its subsidiaries, the Company performs non-speculative derivative transactions, to reduce the exchange and interest risks involved. These transactions include by swap contracts, and accordingly, no exotic or any other kind of derivative instruments is involved.

 

The Company’s financial instruments are presented, through its subsidiaries, in compliance with CVM Resolution No. 566, of December 17, 2008, which in turn approved CPC Technical Pronouncement No. 14 and CVM Instruction No. 475, of December 17, 2008.

 

Accordingly, the major risk factors to which the Company and its subsidiaries are exposed are as follows:

 

(i) Exchange variation risks

 

The exchange variation risks refer to the possibility of subsidiaries incurring losses on unfavorable exchange rate fluctuation, which would raise the outstanding balances of loans taken in the market along with the related financial charges. In order to eliminate this kind of risk, the subsidiaries enter into swap contracts with financial institutions.

 

As of September 30, 2010, the subsidiaries’ financing indexed to foreign currency was fully covered by swap contracts in terms of time and amount. Any gains or losses arising from these swap contracts are charged to income of the Company and its subsidiaries.

 

Besides the loans taken by the subsidiaries, which involve swap contracts, no other financial assets are indexed to foreign currencies.

 

(ii) Interest rate risks

 

Interest rate risks relate to:

 

- the possibility of variations in the fair value of financing obtained by TIM Celular at fixed interest rates, when these rates do not reflect the market’s current conditions. In order to mitigate this type of risk, TIM Celular enters into swap contracts with financial institutions, and changes the fixed interest rates charged on the financing to a percentage of the CDI. Any gains or losses arising from these swap contracts are charged to income of the subsidiary TIM Celular;

 

69


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

- the possibility of variations in the fair value of TJLP-indexed financing taken by the subsidiary TIM Celular, when these rates are not proportional to that of the Interbank Deposit Certificates (CDI).  In order to mitigate this type of risk, the subsidiary TIM Celular enters into swap contracts with financial institutions, and changes the TJLP rate charged on the financing into a percentage of the CDI. Any gains or losses arising from these swap contracts are charged to income of the subsidiary TIM Celular;

 

- the possibility of unfavorable changes in interest rates, which would result in higher financial expenses for the subsidiaries due to the indebtedness and the obligations assumed by the subsidiaries under the swap contracts indexed to floating interest rates (CDI percentage). However, as of September 30, 2010, the subsidiaries’ financial funds were invested in Interbank Deposit Certificates (CDI), and this considerably reduces such risk.

 

(iii) Credit risk inherent to provision of services

 

This risk is related to the possibility of the subsidiaries incurring losses from the difficulty in collecting amounts billed to customers. In order to mitigate this risk, the subsidiaries perform credit analysis that assists management of risks related to collection problems, and monitor accounts receivable from subscribers, blocking the use of services by customers in case they default on payment of their bills. As of September 30, 2010 and 2009, no customers accounted for more than 10% of net receivables from services provided or of revenue from services rendered in the periods then ended.

 

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

 

The policy adopted by the subsidiaries for the sale of phone 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 loan conditions, the positions and limits defined for orders placed by traders, and the adoption of guarantees are procedures adopted by the subsidiaries to minimize possible collection problems with their business partners. As of September 30, 2010 and 2009, no customers accounted for more than 10% of net receivables from the sale of goods or of revenue from the sale of goods in the periods then ended.

 

(v) Financial credit risk

 

This risk relates to the possibility of the subsidiaries incurring losses from the difficulty in realizing their short-term investments and swap contracts due to bankruptcy of the counterparties. The subsidiaries minimize the risk associated with these financial instruments by operating only with sound financial institutions, and adopting policies that establish maximum risk concentration levels by institution.

 

 

70


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

There is no concentration of available resources in connection with the work, services, concessions or rights mentioned above, which, if suddenly eliminated, could significantly impact the operations of the subsidiaries. 

 

 

 

Fair value of derivative financial instruments

 

The consolidated derivative financial instruments are as follows:

 

 

09/2010

 

06/2010

 

Assets

Liabilities

Net

 

Assets

Liabilities

Net

 

 

 

 

 

 

 

 

Derivative transactions

29,782

137,331

(107,549)

 

89,274

159,632

(70,358)

 

 

 

 

 

 

 

 

Current portion

6,967

1,872

5,095

 

57,452

51,514

  5,938

Noncurrent portion

22,815

135,459

(112,644)

 

31,822

108,118

(76,296)

 

 

As of September 30, 2010, the long-term, consolidated financial derivative instruments matured as follows:

 

 

 

Assets

 

Liabilities

2011

 

1,007

 

155

2012

 

2,722

 

523

2013

 

721

 

-

2014

 

-

 

-

From 2015 on

 

18,365

 

134,781

 

 

22,815

 

135,459

 

The fair values of derivative financial instruments of the subsidiaries were determined based on future cash flows (asset and liability position), taking into account the contracted conditions and bringing those flows to present value by means of the discounted future CDI interest rate disclosed in the market.  The fair values were estimated at a specific time, based on information available and on the Company’s own valuation methodologies.

 

The Company’s hedge policy against financial risk – 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 to exchange variation and interest rate variation.

 

 

71


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

The contracting of derivative financial instruments against exchange exposure should occur simultaneously with the debt contract that originated the exposure.  The level of risk coverage to be contracted for these exchange exposures is 100% in terms of time and amount. 

 

With regard to the exposure to risk factors in local currency arising from financing linked to fixed interest rates or TJLP, given that the yield on the subsidiaries’ cash and cash equivalents is based on the CDI, their strategy is to change part of these risks into exposure to the CDI.

 

As of September 30, 2010 and June 30, 2010, no type of margin or guarantee applied to transactions with derivative instruments entered into by the Company and its subsidiaries.

 

The criteria for selection of financial institutions rely on parameters that take into account the rating provided by renowned risk analysis agencies, the shareholders’ equity and the degree of concentration of operations and funds.

 

The table below shows the derivative instruments transactions contracted by the subsidiaries and effective as of September 30 and June 30, 2010:

 

 

 

Currency

Reference Amount

Fair Value

 

Object

(Notional)

 

 

09/2010

06/2010

09/2010

06/2010

 

 

 

 

 

 

 

Fixed interest risk vs. CDI

Part of financing obtained from BNB

BRL

40,162

46,113

 

 

Assets position

 

 

 

71,492

79,508

Passive  position

 

 

 

(63,295)

(71,057)

Net balance

 

 

 

8,197

8,451

 

 

 

 

 

 

 

TJLP risk vs. CDI

Part of financing obtained from BNDES

BRL

254,446

278,227

 

 

Active position

 

 

 

253,010

274,288

Liabilities position

 

 

 

(252,340)

(275,419)

Net balance

 

 

 

670

(1,131)

 

 

 

 

 

 

 

USD exchange risk vs. CDI

Full protection against exchange variation risk of Res. 2770 Lines granted by the banks Santander, ABN AMRO and Unibanco, in addition to loans obtained from BNP Paribas and BEI

USD

840,940

961,195

 

 

Active  position

 

 

 

698,596

857,454

Passive  position

 

 

 

(815,013)

(955,890)

Net balance

 

 

 

(116,416)

(98,436)

 

 

 

 

 

 

 

JPY exchange risk vs. CDI

Full protection against exchange variation risk of Res. 2770 Lines granted by Banco Santander

JPY

-

146,836

 

 

Active position

 

 

 

-

206,203

Passive position

 

 

 

-

(185,445)

Net balance

 

 

 

-

20,758

 

 

 

 

 

 

 

TOTAL

 

 

1,135,548

1,432,371

(107,549)

(70,358)

 

72


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

       

Swap of fixed interest vs. CDI

 

The subsidiary TIM Celular has debts contracted at fixed rats with Banco do Nordeste Brasil (BNB) and the BNDES. In order to protect itself against possible loss in the case of decline in the interest ratea, part of the financing contracted in 2004 and 2005 with BNB has been hedged. Said derivative instruments mature every month through April 2013 and protect approximately 56.09% of all the financing obtained from BNB by TIM Celular.

 

Based on BNB’s current reference rate of 10% p.a., the financing obtained by the subsidiary TIM Celular and the respective derivative instruments contracted as part of these financing transactions average 10.14% p.a. as a receivable item and 73.08 of the CDI as a payable item.. These derivative instruments were contracted from Santander and Itaú BBA S.A.

 

Swaps of TJLP vs. CDI

 

These derivative instrument transactions are intended to protect the subsidiary TIM Celular against possible loss due to increase in BNDES’s reference rate (TJLP) for financing contracted with this institution in 2005. Its payable portion is contracted at an average cost equivalent to 90.92% of the CDI. These transactions currently protect 13.50% of the total financing taken from BNDES. As of September 30, 2010, the subsidiary TIM Celular recorded a positive result from this transaction, having the following banks as partners: Santander and Itaú BBA S.A.

 

Swaps of Foreign Exchange vs. CDI

 

The derivative instruments of this type are intended to hedge the subsidiary TIM Celular against exchange risks arising from the foreign currency loan agreements with BNP Paribas and BEI.  

 

The loan from BNP Paribas is hedged at an average cost of 95.01% of the CDI, and the loan from BEI is hedged at an average cost of 95.42% of the CDI.

 

On the receiving leg of the swap,  the contracted rate is equal to the same coupon of the drawn line.  In this case, the exchange variation on financing is fully offset by the variation on contracted swaps.

In addition, these swap contracts mature on the same date as the settlement of the debt, which will occur by the end of 2017.  

 

These derivative instruments were contracted with Santander, Citibank, Morgan Stanley and BES.

 

Sensitivity Analysis Table – Effects of the variation in fair value of the swaps

 

73


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

For identifying possible distortions on consolidated derivative instruments 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:

 

 

Description

 

09/2010

 

Probable Scenario

 

Possible Scenario

 

Remote

Scenario

 

 

 

 

 

 

 

 

 

Fixed rate debt (partial amount)

 

71.492

 

71.492

 

69,640

 

67,900

Fair value of swap receivable

 

71,492

 

71,492

 

69,640

 

67,900

Fair value of swap payable

 

63,295

 

63,295

 

62,842

 

62,406

Swap net exposure

 

8,197

 

8,197

 

6,798

 

5,494

 

 

 

 

 

 

 

 

 

TJLP-indexed debt (partial amount)

 

253,010

 

253,010

 

245,715

 

238,179

Fair value of swap receivable

 

253,010

 

253,010

 

245,715

 

238,179

Fair value of swap payable

 

252,340

 

252,340

 

251,934

 

251,566

Swap net exposure

 

670

 

670

 

(6,219)

 

(13,387)

 

 

 

 

 

 

 

 

 

USD-indexed debt (Res. 2770, BNP Paribas and BEI)

 

698,595

 

698,595

 

894,392

 

1,098,084

Fair value of swap receivable

 

698,595

 

698,595

 

894,392

 

1,098,084

Fair value of swap payable

 

815,012

 

815,012

 

816,114

 

817,516

Swap net exposure

 

(116,417)

 

(116,417)

 

78,278

 

280,568

 

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

 

Note that all transactions with financial derivative instruments contracted by the subsidiaries are solely intended as hedges.  Consequently, any increase or decrease in their respective market values will correspond to an inversely proportional change in the corresponding portion of the financial debt underlying the financial derivative instruments contracted by the subsidiaries.

 

Our sensitivity analyses referring to the derivative instruments in effect as of September 30, 2010 basically rely on assumptions relating to variations of the market interest 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 a reduction in the main indices (CDI and TJLP) and fluctuation of the foreign currencies used in swap transactions (USD and JPY), with the following percentages and quotations as a result:

74


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

Risk variable

Probable scenario

Possible scenario

Remote scenario

 

 

 

 

CDI

10.61%

13.26%

15.92%

TJLP

6.00%

7.25%

9.00%

USD

1.7093

2.1366

2.5640

 

Gains and losses in the period

 

A descriptive table of gains (losses) on derivative instruments

 

 

09/2010

 

 

 

Fixed interest risk vs. CDI

 

1,516

TJLP risk vs. CDI

 

3,946

USD exchange risk vs. CDI

 

(77,378)

JPY exchange risk vs. CDI

 

11,138

Net gains

 

(60,778)

 

 

36     Pension plans and other post-employment benefits

 

 

 

Parent Company

 

 

09/2010

 

06/2010

 

 

 

 

 

Term of atypical contractual relationship (TRCA)

 

3,878

 

3,941

PAMA

 

715

 

715

 

 

4,593

 

4,656

 

 

 

Consolidated

 

 

09/2010

 

06/2010

 

 

 

 

 

Term of atypical contractual relationship (TRCA)

 

3,878

 

3,941

PAMA

 

3,187

 

3,187

PAMEC/active participants´ policy

 

273

 

273

 

 

7,338

 

7,401

 

 

75


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

Supplementary Pension Plan

 

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

 

As of August 2000, Inteligs employees are eligible for a defined contribution benefit plan managed by HSBC Fundo de Pensão pension fund.  Despite being structured as a defined contribution benefit plan, the plan ensures a minimum benefit of three minimum salaries, which is a defined benefit for low-income beneficiaries.  

 

Term of Atypical Contractual Relationship

 

The Company is the succeeding sponsoring company, as a result of the partial spin-off of Telecomunicações do Paraná S.A. – TELEPAR, of the private pension 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 plan is granted, on the condition that retirement only occurs after a minimum service time of 30 years for men and 25 years for women.

 

As a result of the Telebrás spin-off in June 1998, the Company opted for extinguishing this supplementary pension plan. Accordingly, the participants were entitled to payment in cash of accumulated benefits or transfer of the obligations assumed under this plan to the PBT-SISTEL plan.  Most of the participants opted for payment in cash or enrollment in the PBT-SISTEL plan. The remainder, duly provided for, will be used to cover benefits due to the employees who have not made their option (4 employees as of September 30, 2010 and June 30, 2010).

 

SISTEL and TIMPREV

 

The Company and TIM Celular have sponsored a private defined benefit pension plan for a group of TELEBRÁS systems 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.

 

Given that 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, created in 2002 a defined contribution pension plan  meeting the most modern social security standards adopted by private companies, and enabling migration to this plan of the employee groups linked to SISTEL.

 

76


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

On November 13, 2002, the Brazilian Secretariat for Supplementary Pension Plans, through official ruling CGAJ/SPC No. 1917, approved the statutes of the new pension plan, hereafter the Statutes of TIMPREV Benefits Plan, as a defined contribution plan, which provide for new conditions for granting and maintaining benefits, 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 govern-sponsored social security entity starts granting them:

 

·         Normal retirement pension

·         Early retirement pension

·         Disability pension

·         Deferred proportional benefit

·         Death pension

 

 

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

 

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

 

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

 

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 Resolution No. 371, the plans having a surplus are not recorded by the Company, as it is impossible to recover these amounts. Besides, the amount of contributions will not be reduced for the future sponsor.

77


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

On January 29, 2007 and April 9, 2007, through the Brazilian Secretariat for Supplementary Pension Plans - SPC, the Ministry of Social Security approved the transfer of the management of the benefits plans PBS–Tele Celular Sul, TIM Prev Sul, PBT–TIM, Convênio de Administração, PBS–Telenordeste Celular and TIM Prev Nordeste (according to SPC/DETEC/CGAT Communications Nos. 169, 167, 168, 912, 171 and 170, respectively) from SISTEL to HSBC – Fundo de Pensão.

 

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

 

In view of the approval of the proposed migration by the Board of Directors in January 2006, and the approvals by the Ministry of Social Security, the transfer of the above mentioned funds from SISTEL to HSBC – Fundo de Pensão came into effect in April 2007.

 

In the nine-month ended September 30, 2010, the contributions to the pension funds and other post-employment benefits totaled R$106 (R$136 in the same period of 2009).

 

37     Managements Fees

 

The salaries and short-term benefits paid to the management of the Company and its subsidiaries in the nine-month period ended September 30, 2010, totaled R$3,689 (R$5,188 in the same period of 2009).

 

38     Insurance

 

The Company and its subsidiaries maintain a policy for monitoring the risks inherent to their operations.  Thus, as of September 30, 2010, the Company and its subsidiaries had 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 eventual losses.  The table below shows the main assets, liabilities or interests insured and their respective amounts:

 

Types

 

Amounts Insured

Operating Risks

 

R$ 17,571,966

General Third Party Liability - RCG

 

R$50,000

Cars (Executive and Operational Fleets)

 

100% FIPE Chart. R$1,000 for civil liability (Property Damages and Personal Injury) and R$100 for Pain and Suffering.

 

 

 

78


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

39     Commitments

 

Rentals

 

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

 

 

 

2011

329,412

2012

341,929

2013

354,923

2014

368,410

2015

382,409

 

1,777,083

    

 

 

40     Transactions with Telefónica Group

 

On April 28, 2007, Assicurazioni Generali SpA, 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 Olímpia S.p.A., a company which, in turn, held approximately 18% of the voting capital of Telecom Italia S.p.A., the indirect parent company of TIM Participações. This acquisition was made through Telco S.p.A (“Telco”). With the implementation of the transaction in October 2007, Telco came to hold 23.6% of the voting capital of Telecom Itália S.p.A., the indirect parent company of TIM Participações.

 

Through its Act No. 68.276/2007, published in the Federal Government Official Gazette of November 5, 2007, ANATEL approved the transaction and imposed certain restrictions to guarantee absolute segregation of businesses and operations performed by the Telefónica and TIM groups in Brazil. For purposes of ANATEL’s requirements, TIM Brasil and TIM Celular 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 TIM’s Brazilian operations.  Therefore, TIM continues to operate in the Brazilian market on the same independent and autonomous basis as before.

 

The agreements between the operators of the TIM group controlled by TIM Participações and the operators of the Telefónica group in Brazil, in force at September 30, 2010, refer solely to telecommunications services covering interconnection, roaming, site-sharing and co-billing procedures, as well as contracts relating to CSP (operator code) at regular price and conditions, in accordance with applicable legislation.   As of September 30, 2010, the receivables and payables arising from these agreements amounted to R$122,126 and R$92,682 respectively (R$125,776 and R$91,545 as of June 30, 2010). The amounts charged to income by the Company after approval of the transaction represent operating revenue and expenses totaling R$957,563and R$646,820respectively (R$1,040,605and R$690,832as of September 30, 2009).

79


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

41 Supplementary information (not audited)

 

For purposes of adequate comparison, we present below the pro forma statement of operations as if the merger discussed in note 2 had occurred on January 1, 2009. The pro forma financial statements were prepared on a combined basis, considering the balances of TIM Participações, its direct and indirect subsidiaries and Intelig, and eliminating intercompany balances whenever applicable.

 

This information is being presented only to allow further analyses deriving from the comparison of balances and transactions.  This information does not intend to represent what could have occurred if the companies were under common control nor does it represent the financial statements of a separate legal entity or is indicative of future results. 

80


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

 

 

 

Unaudited Consolidated pro forma figures

 

 

09/2009

 

 

 

Gross operating revenue

 

 

Telecommunications services

 

12,620,928

Sale of goods

 

1,439,127

 

 

14,060,055

Deductions from gross revenue

 

(3,960,707)

 

 

 

Net operating revenue

 

10,099,348

 

 

 

Cost of services provided

 

(4,358,128)

Cost of goods sold

 

(1,126,486)

Gross profit

 

4,614,734

 

 

 

Operating income (expenses):

 

 

Selling expenses

 

(3,325,483)

General and administrative expenses

 

(881,394)

Other operating income

 

64,556

Other operating expenses

 

(361,680)

 

 

(4,504,001)

 

 

 

Operating income before financial income

 

110,733

 

 

 

Financial revenue (expenses):

 

 

   Financial revenue

 

675,001

   Financial expenses

 

(389,756)

 

 

285,245

 

 

 

Operating income

 

395,978

 

 

 

Provision for income and social contribution taxes

 

(53,306)

 

 

 

Net income for the period

 

342,672

 

81


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

The Company’s pro-forma result is primarily affected by virtue of the foreign exchange variation of the company acquired HOLDCO/Intelig (Note 2).

 

82


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

Report of Independent Accountants

on Limited Review

 

 

To the Board of Directors and Stockholders

TIM Participações S.A.

 

 

 

 

1          We have reviewed the accounting information included in the Quarterly Information (ITR) of TIM Participações S.A. and subsidiaries (parent company and consolidated) for the quarter ended September 30, 2010, comprising the balance sheets and the statements of operations, of changes in stockholders’ equity and of cash flows, explanatory notes and the performance report. This Quarterly Information is the responsibility of the Company’s management.

 

2          Our review was carried out in accordance with specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the Company with regard to the main criteria adopted for the preparation of the Quarterly Information; and (b) a review of information and of subsequent events which have, or could have, significant effects on the financial position and operations of the Company and its subsidiaries.

 

3          Based on our limited review, we are not aware of any material modifications that should be made to the Quarterly Information referred to above in order that it be stated in accordance with the accounting practices adopted in Brazil applicable to the preparation of the Quarterly Information, consistent with the standards issued by the Brazilian Securities Commission (CVM).

 

4          As mentioned in Note 3, the CVM has approved several Pronouncements, Interpretations and Technical Guidance issued by the Brazilian Accounting Pronouncements Committee (CPC) to be effective as from 2010, which altered the accounting practices adopted in Brazil. As permitted by CVM Resolution No. 603/09, the Company’s management has opted to present its Quarterly Information by using the accounting standards adopted in Brazil until December 31, 2009. As required by said Resolution, Note 3 to the Quarterly Information discloses this fact and also provides a description of the main changes that may have an impact on the Company's year-end financial statements, as well as explanations of the reasons that make it impractical to present an estimate of their possible effects on stockholders' equity and the results of operations.

 

83


 

(A free translation of the original in Portuguese)

 

FEDERAL PUBLIC SERVICE

BRAZILIAN SECURITIES COMMISSION (CVM)

ITR – Quarterly Information                              Corporation Law

COMMERCIAL, INDUSTRIAL & OTHER                            As of - 09/30/2010

 

01763-9 TIM PARTICIPAÇÕES S.A.                   02.558.115/0001-21

 

06.01 – NOTES TO THE QUARTERLY INFORMATION

 

5          The Quarterly Information mentioned in paragraph 1 above also includes comparative accounting information related to the results of operations and cash flows for the quarter and nine-month period ended September 30, 2009, obtained from the corresponding Quarterly Information for that quarter. The limited review of the Quarterly Information for the quarter and nine-month period ended September 30, 2009 was conducted by other independent accountants who issued an unqualified report thereon dated October 20, 2009.

 

Rio de Janeiro, October 29, 2010

 

 

 

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5 "F" RJ

 

 

 

Sérgio Eduardo Zamora

Contador CRC 1SP168728/O-4 "S" RJ

 

 

 

84


 

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 29, 2010 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.