Tele Centro Oeste Celular Participações S.A. Book Value Report, Prepared in Accordance with Law No. 6,404, of December 15, 1976     Deloitte Touche Tohmatsu Auditores Independentes

   

BOOK VALUE REPORT,

PREPARED IN ACCORDANCE WITH

  

I - INTRODUCTION

 DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES, an accountants firm, with main office in the city of São Paulo, at Rua Bela Cintra, 881, enrolled in the National Register of Legal Entities under CNPJ/MF No. 49.928.567/0001-11, as provided for in article 8 of Law No. 6,404, of December 15, 1976, at your request, has reviewed the net assets of TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A., a publicly-held company with main office in the city of Brasília, Federal District, at Setor Comercial Sul, quadra 2, bloco C, Edifício Vivo, CNPJ/MF No. 02.558.132/0001-69, with its articles of association properly filed with the Board of Trade under NIRE No. 53.30.000.580-0, hereinafter referred to as the Company, for purpose of supporting its partial spin-off with transfer of the spun-off portion to:

TELEGOIÁS CELULAR S.A. ("TGO"), corporation with main office in the City of Goiânia, State of Goiás, at Rua 136C, quadra F44, 150, Setor Sul, with its incorporation documents filed with the Board of Trade under NIRE No. 5230000803-4, and subsequent amendments also filed with that agency and enrolled in the National Register of Legal Entities under CNPJ No. 02.341.506/0001-90;

TELEMAT CELULAR S.A. ("TMAT"), corporation with main office in the City of Cuiabá, State of Mato Grosso, at Avenida Getúlio Vargas, 1.300, with its incorporation documents filed with the Board of Trade under NIRE No. 51.300.006.464, and subsequent amendments also filed with that agency and enrolled in the National Register of Legal Entities under CNPJ No. 02.340.817/0001-34;

TELEMS CELULAR S.A. ("TMS"), corporation with main office in the City of Campo Grande, State of Mato Grosso do Sul, at Avenida Afonso Pena, 2.386, 1º andar, with its incorporation documents filed with the Board of Trade under NIRE No. 54.300.003.506, and subsequent amendments also filed with that agency and enrolled in the National Register of Legal Entities under CNPJ No. 02.331.492/0001-23;

 TELERON CELULAR S.A. ("TRON"), corporation with main office in the City of Cidade Porto Velho, State of Rondônia, at Rua Getúlio Vargas, 1.941, with its incorporation documents filed with the Board of Trade under NIRE No. 11.300.001.672, and subsequent amendments also filed with that agency and enrolled in the National Register of Legal Entities under CNPJ No. 02.337.949/0001-07; and

TELEACRE CELULAR S.A. ("TACRE"), corporation with main office in the City of Rio Branco, State of Acre, at Rua Minas Gerais, 64, with its incorporation documents filed with the Board of Trade under NIRE No. 12.300.000.731, and subsequent amendments also filed with that agency and enrolled in the National Register of Legal Entities under CNPJ No. 01.002.806/0001-31;

hereinafter referred to as TRANSFEREES, present herewith the results of the book value report on the Company's net assets as of May 31, 2004.

 

II - DESCRIPTION AND VERIFICATION OF ASSETS

We verified that the Company's cash, goodwill and reserve for maintenance of integrity of shareholders' equity, stated in the balance sheet as of May 31, 2004, actually exist and their ownership is supported by proper legal and tax documentation, and no claims or lawsuits filed by third parties in relation to the aforementioned assets have been identified.

  

III - DETERMINATION OF BOOK VALUE OF NET ASSETS

 The net assets to be transferred to the Company were determined in accordance with Brazilian accounting practices, based on the balance sheet as of May 31, 2004.

  

IV - BOOKS AND RECORDS

The Company's books and records meet all legal and tax requirements and bookkeeping was in conformity with Brazilian accounting practices, uniformly and consistently applied.

The details of the assets, rights and obligations comprising the net assets are in the possession of the Company in the form of subsidiary ledgers and analytical reports.

 

V - BALANCE SHEET

Based on the aforementioned criteria, the balance sheet is as follows:

 

BALANCE SHEET AS OF MAY 31, 2004

	Account balance 05/31/04	Spun-off portion to be transferred to					Remaining portion
ASSETS		TGO	TMAT	TMS	TRON	TACRE
CURRENT ASSETS
Cash and cash equivalents	106,255,266.13	(41,769.07)	(29,492.38)	(17,095.35)	(8,160.36)	(3,482.84)	106,155,266.13
Trade accounts receivable, net	90,366,733.72	-	-	-	-	-	90,366,733.72
Interest on capital and dividends	97,637,150.02	-	-	-	-	-	97,637,150.02
Inventories	25,491,929.78	-	-	-	-	-	25,491,929.78
Deferred and recoverable taxes	28,329,402.73	-	-	-	-	-	28,329,402.73
Prepaid expenses	3,872,412.07	-	-	-	-	-	3,872,412.07
Other	11,593,696.67	-	-	-	-	-	11,593,696.67
	363,546,591.12	(41,769.07)	(29,492.38)	(17,095.35)	(8,160.36)	(3,482.84)	363,446,591.12
LONG-TERM ASSETS
Deferred and recoverable taxes	33,288,571.19	-	-	-	-	-	33,288,571.19
Receivables from affiliates	34,954,830.67	-	-	-	-	-	34,954,830.67
Other	28,171,998.32	-	-	-	-	-	28,171,998.32
	96,415,400.18	-	-	-	-	-	96,415,400.18
PERMANENT ASSETS
Goodwill on merger of   WXYZ0059 Holdings S.A.	1,503,120,638.63	(352,025,090.35)	(248,558,469.39)	(144,077,704.62)	(68,774,574.40)	(29,353,010.08)	660.,331,789.79
Investments	1,427,550,787.60	-	-	-	-	-	1,427,550,787.60
Property, plant and   equipment, net	239,156,111.87	-	-	-	-	-	239,156,111.87
	3,169,827,538.10	(352,025,090.35)	(248,558,469.39)	(144,077,704.62)	(68,774,574.40)	(29,353,010.08)	2,327,038,689.26
	-	-	-	-	-	-	-
TOTAL ASSETS	3,629,789,529.40	(352,066,859.42)	(248,587,961.77)	(144,094,799.97)	(68,782,734.76)	(29,356,492.92)	2,786,900,680.56

 

BALANCE SHEET AS OF MAY 31, 2004

 

	Account balance 05/31/04	Spun-off portion to be transferred to					Remaining portion
ASSETS		TGO	TMAT	TMS	TRON	TACRE
CURRENT LIABILITIES
Payroll and related accruals	8,905,692.15	-	-	-	-	-	8,905,692.15
Trade accounts payable	59,319,613.53	-	-	-	-	-	59,319,613.53
Taxes payable	22,119,639.57	-	-	-	-	-	22,119,639.57
Loans and financing	30,204,619.26	-	-	-	-	-	30,204,619.26
Interest on capital and dividends	127,734,072.41	-	-	-	-	-	127,734,072.41
Payables to affiliates	3,827,639.61	-	-	-	-	-	3,827,639.61
Reserve for maintenance of integrity of shareholders' equity	198,411,924.30	(46,467,311.93)	(32,809,717.96)	(19,018,257.01)	(9,078,243.82)	(3,874,597.33)	87,163,796.25
Other	4,919,308.17	-	-	-	-	-	4,919,308.17
	455,442,509.00	(46,467,311.93)	(32,809,717.96)	(19,018,257.01)	(9,078,243.82)	(3,874,597.33)	344,194,380.95
LONG-TERM LIABILITIES
Loans and financing	39,838,426.61	-	-	-	-	-	39,838,426.61
Reserve for contingencies	112,710,279.34	-	-	-	-	-	112,710,279.34
Reserve for maintenance of integrity of shareholders' equity	793,647,697.19	(185,869,247.70)	(131,238,871.84)	(76,073,028.04)	(36,312,975.29)	(15,498,389.32)	348,655,185.00
Other	4,271,842.75	-	-	-	-	-	4,271,842.75
	950,468,245.89	(185,869,247.70)	(131,238,871.84)	(76,073,028.04)	(36,312,975.29)	(15,498,389.32)	505,475,733.70
Capital	764,511,156.20	(41,769.07)	(29,492.38)	(17,095.35)	(8,160.36)	(3,482.84)	764,411,156.20
Capital reserves	4,714,020.64	-	-	-	-	-	4,714,020.64
Profit reserves	480,234,403.52	-	-	-	-	-	480,234,403.52
Special reserve	570,482,022.63	(119,688,530.72)	(84,509,879.59)	(48,986,419.57)	(23,383,355.29)	(9,980,023.43)	283,933,814.03
Treasury shares	(49,162,446.49)	-	-	-	-	-	(49,162,446.49)
Retained earnings	453,099,618.01	-	-	-	-	-	453,099,618.01
SHAREHOLDERS' EQUITY	2,223,878,774.51	(119,730,299.79)	(84,539,371.97)	(49,003,514.92)	(23,391,515.65)	(9,983,506.27)	1,937,230,565.91
TOTAL LIABILITIES	3,629,789,529.40	(352,066,859.42)	(248,587,961.77)	(144,094,799.97)	(68,782,734.76)	(29,356,492.92)	2,786,900,680.56

 

VI - CONCLUSION

 As a result of the examinations and analyses performed, we have concluded that the net assets of the Company to be spun off and transferred to the TRANSFEREES, determined in accordance with the criteria previously defined, are R$286,648,208.60 (two hundred and eighty-six million, six hundred and forty-eight thousand, two hundred and eight Brazilian reais and sixty cents), comprising R$100,000.00 (one hundred thousand Brazilian reais) related to cash and R$286,548,208.60 (two hundred and eighty-six million, five hundred and forty-eight thousand, two hundred and eight Brazilian reais and sixty cents) referring to the special reserve for goodwill as of May 31, 2004.

 

VII - CLOSING

Thus, we have concluded our work and sign this book value report in three counterparts of equal content for all legal purposes.

 

São Paulo, May 14, 2004

 

DELOITTE TOUCHE TOHMATSU Auditores Independentes

José Domingos do Prado Engagement Partner