Securities and Exchange Commission on June 28, 2002 SECURITIES and EXCHANGE COMMISSION Washington, D.C

As filed with the Securities and Exchange Commission on June 28, 2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) 9 REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR : ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2001 OR 9 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________ Commission file number: 001-14499 EMBRATEL PARTICIPAÇÕES S.A. (Exact Name of Registrant as Specified in Its Charter) Embratel Holding Company The Federative Republic of Brazil (Translation of Registrant’s Name into English) (Jurisdiction of Incorporation or Organization) Rua Regente Feijó, 166, Sala 1687-B Rio de Janeiro, RJ 20060-060 (Address of Principal Executive Offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Title of Each Class Registered preferred shares, without par value* New York Stock Exchange * Not for trading, but only in connection with the listing of American Depositary Shares on the New York Stock Exchange, pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by this annual report: 124,369,031 common shares, without par value 208,563,330 preferred shares, without par value Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark which financial statement item the Registrant has elected to follow. Item 17 Item 18 X TABLE OF CONTENTS Page PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS ..................................... 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE ....................................................................... 4 ITEM 3. KEY INFORMATION............................................................................................................................ 4 ITEM 4. INFORMATION ON THE COMPANY............................................................................................... 16 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS ....................................................... 34 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES......................................................... 48 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ....................................... 52 ITEM 8. FINANCIAL INFORMATION............................................................................................................. 53 ITEM 9. THE OFFER AND LISTING................................................................................................................ 59 ITEM 10. ADDITIONAL INFORMATION .........................................................................................................62 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...................... 71 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES...................................... 73 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES................................................ 74 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS .......................................................................................................................................... 74 ITEM 15. [RESERVED]........................................................................................................................................ 74 ITEM 16. [RESERVED]........................................................................................................................................ 74 PART III ITEM 17. FINANCIAL STATEMENTS............................................................................................................... 74 ITEM 18. FINANCIAL STATEMENTS............................................................................................................... 74 ITEM 19. EXHIBITS............................................................................................................................................. 74 TECHNICAL GLOSSARY........................................................................................................................................ 75 PRESENTATION OF FINANCIAL INFORMATION Embratel Participações S.A., a corporation organized under the laws of the Federative Republic of Brazil, was formed upon the reorganization of Telecomunicações Brasileiras S.A.—Telebrás, a corporation organized under the laws of Brazil that, together with its operating subsidiaries, was the primary provider of public telecommunications services in Brazil. We refer to Telebrás, together with its operating subsidiaries, as the Telebrás System. In this annual report, the terms “we,” “us” and “our” mean Embratel Participações S.A. and our consolidated subsidiaries, unless we indicate otherwise. On May 22, 1998, the shareholders of Telebrás approved the restructuring of the Telebrás System to form, in addition to Telebrás, twelve new telecommunication companies, known as the New Holding Companies, by means of a procedure under Brazilian corporate law called cisão or “split-up.” The New Holding Companies were allocated substantially all of the assets and liabilities of Telebrás, including the shares held by Telebrás of the operating subsidiaries of the Telebrás System. The New Holding Companies, together with their respective subsidiaries, comprise three regional fixed-line operators, eight regional cellular operators and one domestic and international long-distance operator. The restructuring of the Telebrás System into the New Holding Companies is referred to in this annual report as the “Breakup” of Telebrás. We are one of the New Holding Companies formed upon the Breakup of Telebrás. In the Breakup, all of the share capital of Empresa Brasileira de Telecomunicações S.A., or Embratel, held by Telebrás, which represented 98.75% of the total share capital of Embratel, was transferred to us. We are the premier communications provider in Brazil offering a wide array of advanced communications services over our own state-of-the-art network. We are the leading provider of data and Internet services in Brazil. Our service offerings include advanced voice, high- speed data communications services, Internet, satellite data communications and corporate networks. We are uniquely positioned to be the all-distance telecommunications network of South America. Our principal assets are the shares of our operating subsidiary, Embratel. We rely almost exclusively on dividends from Embratel to meet our needs for cash, including for the payment of dividends to our shareholders. See “Item 5. Operating and Financial Review and Prospects.” Financial Statements The audited consolidated balance sheets included in this annual report as of December 31, 2000 and 2001 and the related consolidated statements of operations, changes in financial position and changes in shareholders’ equity for each of the years ended December 31, 1999, 2000 and 2001, including the notes thereto, are our consolidated financial statements. The selected financial information presented below should be read in conjunction with our consolidated financial statements and the notes thereto. You should carefully review the following discussion when evaluating the selected financial information and in reading “Item 5. Operating and Financial Review and Prospects.” Accounting Methodologies in Brazil Until December 31, 1995, publicly-traded companies in Brazil were required to prepare financial statements pursuant to one of two methods: (1) the corporate law method, which was and remains valid for all legal purposes, including for determining income taxes and calculating mandatory minimum dividends; and (2) the constant currency method to present supplementary price-level adjusted financial statements pursuant to standards prescribed by the Brazilian securities commission, known as the Comissão de Valores Mobiliários or CVM. • Corporate law method. The corporate law method, which we refer to as Brazilian corporate law in this annual report, provides a simplified methodology for accounting for the effects of inflation until December 31, 1995. This method consisted of restating permanent assets (property, plant and equipment, investments and deferred charges) and shareholders’ equity accounts using indices mandated by the federal government. The net effect of these restatements was credited or charged to the statement of operations in a single caption, usually entitled “monetary correction adjustments” or “inflation adjustments.” • Constant currency method. The Brazilian Institute of Independent Accountants, or IBRACON, and the Federal Accounting Counsel, or CFC, required inflation indexing, known as the constant currency method, of financial statements prepared in accordance

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