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

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of April, 2006

(Commission File No. 001-32221) ,
 

 
GOL LINHAS AÉREAS INTELIGENTES S.A.
(Exact name of registrant as specified in its charter)
 
GOL INTELLIGENT AIRLINES INC.
(Translation of Registrant's name into English)
 


Rua Tamoios 246
Jardim Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of Regristrant's principal executive offices)



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___

If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):


  Unaudited Condensed Consolidated Interim 
  Financial Statements under U.S. GAAP 
   
  GOL Linhas Aéreas Inteligentes S.A. 
   
  March 31, 2006 and December 31, 2005, with Report 
  of Independent Registered Public Accounting Firm 

 



GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

     March 31, 2006 and 2005
(In thousands of Brazilian Reais)

Contents

Report of Independent Registered Public Accounting Firm  F - 1 
   
Condensed Consolidated Balance Sheets as of March 31, 2006 (Unaudited) and December 31, 2005   F - 2 
   
Condensed Consolidated Statements of Income for the three-month period ended March 31, 2006 and 2005 (Unaudited) F - 4 
   
Condensed Consolidated Statements of Cash Flows for the three-month period ended March 31, 2006 and 2005 (Unaudited) F - 5 
   
Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the three-month period ended March 31, 2006 (Unaudited) F - 6 
   
Notes to Condensed Consolidated Financial Statements (Unaudited) – March 31, 2006  F - 7 


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders’ of
Gol Linhas Aéreas Inteligentes S.A.

We have reviewed the condensed consolidated balance sheet of Gol Linhas Aéras Inteligentes S.A. and subsidiaries as of March 31, 2006 and the related condensed consolidated statements of income and of cash flows for the three-month periods ended March 31, 2006 and 2005 and the condensed consolidated statements of shareholders’ equity for the three-month period ended March 31, 2006. These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical review procedures to financial data, and making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Gol Linhas Aéreas Inteligentes S.A. and subsidiaries as of December 31, 2005, and the related consolidated statements of income, cash flows and shareholders equity for the year then ended not presented herein, and in our report dated February 10, 2006, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2005 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

     ERNST & YOUNG
Auditores Independentes S.S.

Maria Helena Pettersson
Partner

São Paulo, Brazil
April 12, 2006

F - 1


Table of Contents

     GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of Brazilian Reais)

    March 31, 2006    December 31, 2005 
    (Unaudited)    
     
ASSETS         
 
CURRENT ASSETS         
   Cash and cash equivalents    R$ 136,896    R$ 106,347 
   Short-term investments    775,909    762,688 
   Receivables, less allowance (2006 –         
      R$ 5,808; 2005 – R$ 4,890)   578,223    563,958 
   Inventories    38,039    40,683 
   Recoverable taxes and current deferred tax    19,755    13,953 
   Prepaid expenses    47,934    39,907 
   Other current assets    7,068    13,102 
     
                             Total current assets    1,603,824    1,540,638 
 
 
PROPERTY AND EQUIPMENT         
 Pre-delivery deposits    419,621    356,765 
 Flight equipment    242,563    225,724 
 Other property and equipment    98,827    75,619 
     
    761,011    658,108 
 Less accumulated depreciation    (91,880)   (79,508)
     
                             Property and equipment, net    669,131    578,600 
 
OTHER ASSETS         
 Deposits for aircraft leasing contracts    28,790    22,583 
 Prepaid aircraft and engine maintenance    408,851    386,193 
 Other    28,909    27,829 
     
                             Total other assets    466,550    436,605 
 
 
 
 
     
TOTAL ASSETS    R$ 2,739,505    R$ 2,555,843 
     

F - 2


Table of Contents

    March 31, 2006    December 31, 2005
    (Unaudited)    
     
LIABILITIES AND SHAREHOLDERS’ EQUITY         
 
CURRENT LIABILITIES         
   Accounts payable    R$ 70,656    R$ 73,924 
   Salaries, wages and benefits    65,795    71,638 
   Sales tax and landing fees    107,998    83,750 
   Air traffic liability    185,542    217,800 
   Short-term borrowings    104,459    54,016 
   Dividends payable    143,618    101,482 
   Other accrued liabilities    24,405    43,615 
     
               Total current liabilities    702,473    646,225 
 
NON-CURRENT LIABILITIES         
   Deferred income taxes, net    47,523    63,694 
   Other    24,834    23,593 
     
    72,357    87,287 
 
COMMITMENTS AND CONTINGENCIES         
 
SHAREHOLDERS’ EQUITY         
   Preferred shares, no par value; 86,524,136 issued         
       and outstanding in 2006 and 2005    845,453    843,714 
   Common shares, no par value; 109,448,497 issued         
       and outstanding in 2006 and 2005    41,500    41,500 
   Additional paid-in capital    39,275    34,634 
   Deferred compensation expenses    (4,975)   (2,361)
   Appropriated retained earnings    39,577    39,577 
   Unappropriated retained earnings    995,176    858,856 
   Accumulated other comprehensive income    8,669    6,411 
     
               Total shareholders’ equity    1,964,675    1,822,331 
 
     
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY    R$ 2,739,505    R$ 2,555,843 
     

See accompanying notes to consolidated financial statements

F - 3


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands of Brazilian Reais, except per share amounts)

    Three-months ended March 31, 
   
    2006    2005 
     
 
NET OPERATING REVENUES         
 Passenger    R$  829,858    R$ 565,181 
 Cargo and Other    33,158    23,978 
     
                       Total net operating revenues    863,016    589,159 
 
OPERATING EXPENSES         
 Salaries, wages and benefits    81,484    54,647 
 Aircraft fuel    254,306    146,170 
 Aircraft rent    66,487    51,869 
 Sales and marketing    99,330    72,081 
 Landing fees    30,341    19,046 
 Aircraft and traffic servicing    31,621    17,766 
 Maintenance materials and repairs    26,115    13,848 
 Depreciation    12,529    6,803 
 Other operating expenses    36,968    29,683 
     
                       Total operating expenses    639,181    411,913 
 
OPERATING INCOME    223,835    177,246 
 
OTHER INCOME (EXPENSE)        
 Interest expense    (3,263)   (5,161)
 Capitalized interest    3,350    3,444 
 Exchange variation gain (loss)   (3,502)   1,290 
 Interest income    33,972    29,136 
 Other    (5,762)   (5,194)
     
                       Total other income (expenses)   24,795    23,515 
 
INCOME BEFORE INCOME TAXES    248,630    200,761 
 
Income taxes    (68,840)   (69,677)
     
NET INCOME    R$ 179,790    R$ 131,084 
     
 
EARNINGS PER COMMON AND PREFERRED         
SHARE:         
 
Basic    R$ 0.92    R$ 0.70 
Diluted    R$ 0.92    R$ 0.70 

See accompanying notes to Consolidated Financial Statements.

F - 4


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands of Brazilian Reais)

    Three-months end March 31, 
   
    2006    2005 
     
CASH FLOWS FROM OPERATING ACTIVITIES         
        Net income    R$ 179,790    R$ 131,084 
         Adjustments to reconcile net income to net cash provided by         
             operating activities         
         Depreciation and amortization    12,529    6,803 
         Deferred income taxes    (6,830)   8,346 
         Provision for doubtful accounts receivable    740    247 
         Changes in operating assets and liabilities         
             Receivables    (15,005)   (63,844)
             Accounts payable and other accrued liabilities      (1,910)
             Deposits for aircraft and engine maintenance    (22,658)   (25,345)
             Air traffic liability    (32,258)   (23,455)
             Dividends    (43,470)  
             Other, net    20,961    (3,847)
     
   Net cash provided by operating activities    93,799    28,079 
 
CASH FLOWS FROM INVESTING ACTIVITIES         
         Deposits for aircraft leasing contracts    (6,207)   (5,700)
         Acquisition of property and equipment    (40,047)   (26,328)
         Pre-delivery deposits    (62,856)   (81,841)
         Change in short term investments, net    (13,221)   (218,471)
     
   Net cash used in investing activities    (122,331)   (332,340)
 
CASH FLOWS FROM FINANCING ACTIVITIES         
         Short-term borrowings, net    50,443    (8,965)
         Issuance of preferred shares      1,389 
         Paid subscribed capital    1,739   
         Other, net    6,899   
     
   Net cash provided by financing activities    59,081    (7,576)
 
NET INCREASE (DECREASE) IN CASH AND CASH         
EQUIVALENTS    30,549    (311,837)
 
   Cash and cash equivalents at beginning of the period    106,347    405,730 
     
   Cash and cash equivalents at end of the period    R$ 136,896    R$ 93,893 
     
 
Supplemental disclosure of cash flow information         
   Interest paid    R$ 3,263    R$ 5,161 
   Income taxes paid    R$ 76,809    R$ 61,331 

See accompanying notes to consolidated financial statements.

F - 5


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands of Brazilian Reais, except for share information)

  Commom Shares    Preferred Shares    Additional
 paid in 
capitial
 
     Deferred 
compensation
 
  Retained Earnings    Accumulated
other 
comprehensive
 income 
   
         
                                 
  Shares    Amount    Shares    Amount        Appropriated    Unapropriated        
                                Total 
                     
Balance at December 31, 2005  109,448,497    R$ 41,500    85,952,136    R$ 843,714    R$ 34,634    R$ (2,361)   R$ 39,577    R$ 858,856    R$ 6,411    R$ 1,822,331 
       Comprehensive income:                                       
           Net income  -    -    -            179,790      179,790 
           Changes in fair value of derivative instruments  -    -    -              2,258    2,258 
                     
                   Total Comprehensive income  -    -    -                182,048 
       Paid-in subscribed capital  -    -    572,000    1,739              1,739 
       Deferred compesation  -    -    -      4,641    (4,641)         - 
       Amortization of deferred compensation  -    -    -        2,027          2,027 
       Dividends payable and interest on stockholders’ equity  -    -    -            (43,470)     (43.470)
                     
Balance at March 31, 2006 (Unaudited) 109,448,497    R$ 41,500    86,524,136    R$ 845,453    R$ 39,275    R$ (4,975)   R$ 39,577    R$ 995,176    R$  8,669    R$ 1,964,675 
                     

See accompanying notes to consolidated financial statements.

F- 6


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)

1. Basis of presentation

Basis of presentation. These financial statements were prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting (USGAAP), using Brazilian Reais as the functional and reporting currency. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s results for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates.

The exchange rate at March 31, 2006 was R$ 2.1724 and R$ 2.6662 at March 31, 2005 (this rate used for convenience translation). The average exchange rates for the first quarter of 2005 and 2004 were R$ 2.1974 and R$ 2.6692 respectively per U.S. Dollar (the rate provided for reference purposes). The accounting principles adopted under USGAAP differ in certain respects from accounting principles generally accepted in Brazil (“Brazilian GAAP”), which the Company uses to prepare its statutory financial statements.

The results of the three-month period ended March 31, 2006 are not necessarily indicative of the results that might be expected for the full year ending December 31, 2006. The balance sheet at December 31, 2005 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2005.

For further information, refer to the consolidated financial statements for the year ended December 31, 2005 and footnotes thereto included in the Company’s financial statements filled with the SEC.

2. Stock-Based Compensation

Stock options. The Company accounts for stock-based compensation under the fair value method in accordance with SFAS 123(R), “Share-Based Payment”, which superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees,” after December 2005. Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS 123. However, SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.

SFAS 123(R) permits companies to adopt its requirements using either a “modified prospective” method, or a “modified retrospective” method. Under the modified prospective method, compensation cost is recognized in the financial statements for new awards and to awards modified, repurchased, or cancelled after the required effective date. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered that are outstanding as of the required effective date shall be recognized as the requisite service is rendered on or after the required effective date. The Company has adopted SFAS 123(R) in the first quarter of 2006 using the modified prospective method. The impact of this change in accounting principle in the first quarter was to increase stock-based employee compensation expense by R$ 242, resulting in total stock-based employee compensation expense in the first quarter of R$ 2,027.

F - 7


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)

2. Stock-Based Compensation (Continued)

The following table illustrates the effect on net income and earnings per common and preferred share as if the fair value method to measure stock-based compensation had been applied as required under the disclosure provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended for the three month ended March 31, 2005:

Net income, as reported    R$  131,084 
Add: Stock-based employee compensation using intrinsic value    2,129 
Deduct: Stock-based employee compensation expense determined     
    under the fair value method    (1,365)
   
Pro forma net income    R$  131,848 
   
 
Earnings per common and preferred shares:     
 
   Basic as reported and pro forma    0.70 
   Diluted as reported and pro forma    0.70 
   Diluted as reported    0.70 
   Diluted pro forma    0.70 

The fair value for these stock options was estimated at the date of grant using the Black Scholes option-pricing model assuming an expected dividend yield of 1.5%, expected volatility of approximately 43%, weighted average risk-free interest rate of 15%, and an expected average life of 3.9 years.

3. Transactions with Related Parties

The Company has an exclusive bus transportation agreement with related companies Breda Transportes e Serviços S.A. and Expresso União Ltda. During the first quarter of 2006, the Company paid R$ 615 and R$ 91 to these companies, respectively.

The Company also has a five-year office space lease agreement with Áurea Administração e Participações S.A. for the lease of headquarters located at Rua Tamoios, 246 in São Paulo. The lease agreement provides for monthly payments, adjusted by the IGP-M inflation index. During the first quarter of 2006, the Company paid R$ 99 to this company.

The payments to and from the related parties in the normal course of business were based on prevailing market rates.

4. Shareholders’ Equity

Brazilian corporations are allowed to attribute interest on shareholder’s equity. The calculation is based on the shareholder’s equity amounts as stated in the statutory accounting records and the interest rate applied may not exceed the long term interest rate (“TJLP”) determined by the Brazilian Central Bank (approximately 9% pa, for the first quarter of 2006). For the quarter ended March 31, 2006, the Company’s statutory consolidated financial statements presented a net profit of R$ 160,678 (R$ 112,472 in 2005). The Company accrued a total of R$43,470 of interim dividends payable (represented by R$ 35,391 of interest on stockholder’s equity and R$8,079 of dividends) for payment on May 23, 2006, which is also included in current liabilities.

F - 8


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)

5. Lease and Other Commitments

The Company leases all aircraft, as well as airport terminal space, other airport facilities, office space and other equipment. At March 31, 2006, the Company leased 45 aircraft under operating leases (as compared to 42 aircraft at December 31, 2005), with initial lease term expiration dates ranging from 2006 to 2014.

Future minimum lease payments under non-cancelable operating leases are denominated in US dollars. Such leases with initial or remaining terms in excess of one year at March 31, 2006 were as follows:

    Thousands of R$    Thousands of US$ 
     
    Aircraft    Other    Total    Aircraft    Other    Total 
     
2006    191,929    7,955    199,884    88,349    3,662    92,011 
2007    244,647    9,913    254,560    112,616    4,563    117,179 
2008    179,466    8,299    187,765    82,612    3,820    86,432 
2009    137,204    4,388    141,592    63,158    2,020    65,178 
2010    52,507    2,090    54,597    24,170    962    25,132 
After 2010    76,534      76,534    35,230      35,230 
     
Total minimum Lease                         
payments    882,287    32,645    914,932    406,135    15,027    421,162 
     

During the first quarter of 2006 the Company entered into new operating lease agreements for one Boeing 737-300 aircraft and two Boeing 737-700 aircraft. Under the terms of the new leasing agreements, the Company is not required to make deposits.

The Company has a purchase contract with Boeing for 101 Boeing 737-800 Next Generation aircraft, under which the Company has 67 firm orders and 34 purchase options. The firm orders have an approximate value of R$ 10,155 million based on the aircraft list price, including estimated amounts for contractual prices escalations and pre-delivery deposits (corresponding to approximately US$4,675 million), and are summarized as follows:

    Expected Firm Order    In thousands of    Translation into 
    Deliveries    Brazilian Reais    thousands of US$ 
   
 
2006    11    1,534,688    706,448 
2007    13    1,867,528    859,661 
2008    10    1,471,595    677,405 
2009    11    1,675,878    771,441 
2010      1,272,451    585,735 
After 2010    14    2,332,795    1,073,833 
   
Total    67    10,154,935    4,674,523 
   

As of March 31, 2006, the Company has made deposits in the amount of R$ 419,621 (US$ 193,160) related to the orders described above. The Company makes payments for aircraft acquisition utilizing the proceeds from equity financings, cash flow from operations, short-term credit lines and supplier financing.

The Company plans to finance up to 85% of the value of purchased aircraft with long-term financing guaranteed by the U.S. Exim Bank.

F - 9


GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)

6. Financial Instruments and Concentration of Risk

At March 31, 2006 and December 31, 2005, the Company’s primary monetary assets were cash equivalents, short-term investments and assets related to aircraft leasing operations. The Company’s primary monetary liabilities are related to aircraft leasing operations. All monetary assets other than those related to aircraft leasing operations included in the balance sheet are stated at amounts that approximate their fair values.

Financial instruments that expose the Company to credit risk involve mainly cash equivalents, short-term investments and accounts receivable. Credit risk on cash equivalents and short term investments related to amounts invested with major financial institutions. Credit risk on accounts receivable relates to amounts receivable from the major international credit card companies. These receivables are short-term and the majority of them settle within 30 days.

The Company’s revenue is generated in Brazilian Reais (except for a small portion in Argentine Pesos and Bolivian Bolivianos from flights between Brazil, Argentina and Bolivia). However, its liabilities, particularly those related to aircraft leasing, are US dollar-denominated. The Company’s currency exchange exposure at March 31, 2006 is as set forth below:

        Translation into 
        thousands of 
    R$    US$ 
   
Assets         
    Cash and cash equivalents    176,614    81,299 
    Deposits for aircraft leasing contracts    29,048    13,371 
    Prepaid aircraft and engine maintenance    14,069    6,476 
    Advances to suppliers    14,157    6,517 
    Other    9,648    4,441 
   
    Total assets in U.S. dollars    243,536    112,104 
 
Liabilities         
    Foreign suppliers    8,671    3,991 
    Leases payable    28,727    13,223 
    Insurance premium payable    9,562    4,402 
   
    46,960    21,616 
   
    Exchange exposure    196,576    90,488 
   
 
Off-balance sheet transactions exposure         
    Operating Leases    914,932    421,162 
    Aircraft commitments    10,154,935    4,674,523 
   
   Total exchange exposure    10,873,291    5,005,197 
   

The Company’s off-balance sheet exposure represents the future obligations related to operating lease contracts and aircraft purchase contracts.

a) Fuel

Airline operations are exposed to the effects of changes in the price of aircraft fuel. Aircraft fuel consumed in the first quarter of 2006, 2005 and 2004 represented approximately 39.8%, 37.4% and 31.9% of the Company’s operating expenses, respectively. To manage this risk, the Company periodically enters into crude oil option contracts and swap agreements. Because jet fuel is not traded on an organized futures exchange, liquidity for hedging is limited. However, the Company has found commodities for effective hedging of jet fuel costs, primarily crude oil. Historically, prices for crude oil are highly correlated to Brazilian jet fuel, making crude oil derivatives effective at offsetting jet fuel prices to provide short-term protection against a sharp increase in average fuel prices.

The following is a summary of the company’s fuel derivative contracts (in thousands, except as otherwise indicated):

F - 10


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)

6. Financial Instruments and Concentration of Risk (Continued)

a) Fuel (Continued)

    03.31.2006    12.31.2005     
       
Fair value of derivative instruments at the end of the quarter    R$ 13,817    R$ 8,464     
Average remaining term (months)        
Hedged volume (barrels)   1,116,000    1,431,000     

Quarter ended March 31:       2006    2005    2004 
   
Hedge effectiveness gains recognized in aircraft fuel expense    R$  628    R$ 3,084    N.A. 
Hedge ineffectiveness gains recognized in other income (expense)       N.A. 
Percentage of actual consumption hedged (during quarter)   55%    61%    75% 

The Company utilizes financial derivatives instruments as hedges to decrease its exposure to jet fuel price increases for short-term time frames. The Company currently has a combination of purchased call options, collar structures, and fixed price swap agreements in place to hedge over 55% and 17% of its jet fuel requirements for the second quarter and second semester of 2006, respectively, at average crude equivalent prices of approximately US$ 60.15 and US$ 60.40 per barrel, respectively.

The Company accounts for its fuel hedge derivative instruments as cash flow hedges under SFAS 133. Under SFAS 133, all derivatives designated as hedges that meet certain requirements are granted special hedge accounting treatment. Generally, utilizing the special hedge accounting, all periodic changes in fair value of the derivatives designated as hedges that are considered to be effective, as defined, are recorded in “Accumulated other comprehensive income” until the underlying jet fuel is consumed. As of March 31, 2006 the unrealized gain with jet fuel hedges recorded in “comprehensive income” was R$ 9,119, net of taxes. Ineffectiveness, as defined, results when the change in the total fair value of the derivative instrument does not equal the change in the value of the aircraft fuel being hedged. To the extent that the periodic changes in the fair value of the derivatives are not effective, that ineffectiveness is recorded to “Other gains and losses” in the income statement. Likewise, if a hedge ceases to qualify for hedge accounting, those periodic changes in the fair value of derivative instruments are recorded to “Other gains and losses” in the income statement in the period of the change. When aircraft fuel is consumed and the related derivative contract settles, any gains or losses previously deferred in other comprehensive income are recognized as aircraft fuel expense.

Outstanding financial derivative instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the agreements. However, the Company does not expect any of its six counterparties to fail to meet their obligations. The amount of such credit exposure is generally the unrealized gain, if any, in such contracts. To manage credit risk, the Company selects counterparties based on credit assessments, limits overall exposure to any single counterparty and monitors the market position with each counterparty. The Company does not purchase or hold financial derivative instruments for trading purposes.

b) Exchange rates

The Company is exposed to the effects of changes in the USD exchange rate. Exchange exposure relates to amounts payable arising from USD-denominated and USD-linked expenses and payments. To manage this risk, the Company uses USD options and futures contracts.

The following is a summary of our foreign currency derivative contracts (in thousands, except as otherwise indicated):

F - 11


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)

6. Financial Instruments and Concentration of Risk (Continued)

b) Exchange rates (Continued)

    03.31.2006    12.31.2005     
   
Fair value of derivative instruments at the end of quarter     R$  (682)   R$ 1,249     
Longest remaining term (months)        
Hedged volume     R$  30,000    R$ 135,129     

Quarter ended March 31:    2006    2005    2004 
   
Hedge effectiveness losses recognized in operating expenses    R$  (5.383)   R$ (998)   N.A. 
Hedge ineffectiveness losses recognized in other income (expense)   R$  (227)     N.A. 
Percentage of expenses hedged (during quarter)   65%    60%    73% 

The Company utilizes financial derivative instruments as hedges to decrease its exposure to increases in the USD exchange rate. The Company has utilized financial derivative instruments for short-term time frames. The Company accounts for its foreign currency futures derivative instruments as cash flow hedges under SFAS 133. As of March 31, 2006 the unrealized loss with exchange rates recorded in “comprehensive income” was R$ (450), net of taxes.

While outstanding, these contracts are recorded at fair value on the balance sheet with the effective portion of the change in their fair value being reflected in other comprehensive income. Ineffectiveness, the extent to which the change in fair value of the financial derivatives exceeds the change in the fair value of the operating expenses being hedged, is recognized in other income (expense) immediately. When operating expenses are incurred and the related derivative contract settles, any gain or loss previously deferred in other comprehensive income is recognized in operating expenses.

7. Income Taxes

The reconciliation of the reported income tax and social contribution and the amount determined by applying the composite fiscal rate at March 31, 2006 and March 31, 2005, is as follows:

    Three months ended March 31, 
   
    2006    2005 
   
Income before income taxes    248,630    200,761 
Nominal composite rate    34%    34% 
   
Income tax by the nominal rate    84,534    68,259 
Interest on stockholders’ equity    (12,033)  
Other permanent differences    (3,661)   1,418 
   
Income taxes expense    68,840    69,677 
   

F - 12


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)

8. Earnings per Share

The Company’s preferred shares are not entitled to receive any fixed dividends. Rather, the preferred shareholders are entitled to receive dividends per share in the same amount of the dividends per share paid to holders of the common shares. However, our preferred shares are entitled to receive distributions prior to holders of the common shares. Consequently, basic earnings per share are computed by dividing income by the weighted average number of all classes of shares outstanding during the year. Preferred shares are excluded during any loss period. The diluted preferred shares are computed including the executive employee stock options calculated using the treasury-stock method as they were granted at an exercise price less that the market price of the shares.

    Three months ended March 31, 
   
    2006    2005 
   
Numerator         
Net income applicable to common and preferred         
shareholders for basic and diluted earnings per share    179,790    131,084 
 
Denominator         
Weighted-average shares outstanding for basic earnings         
per share (in thousands)   195,960    187,543 
 
Effect of dilutive securities:         
Executive stock options (in thousands)   200    845 
   
 
Adjusted weighted-average shares outstanding and         
assumed conversions for diluted earnings per shares (in         
thousands)   196,160    188,388 
   

9. Subsequent Events

On April 5, 2006, the Company’s wholly-owned subsidiary Gol Finance closed an offering of US$200 million 8.75% perpetual notes in an offering exempt from SEC and CVM registration. Gol and its subsidiary Gol Transportes Aéreos S.A guarantee the perpetual notes. The issue was assigned a credit rating of Ba2 by Moody’s. The perpetual notes are senior unsecured debt obligations of Gol Finance and have no fixed final maturity date, and are callable at par at the option of the issuer after five years. Gol intends to use the proceeds to finance a portion of its cash payments related to its fleet expansion plan.

F - 13



 
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.

Date: April 24, 2006

 
GOL LINHAS AÉREAS INTELIGENTES S.A.
By:
/S/  Richard F. Lark, Jr.

 
Name:   Richard F. Lark, Jr.
Title:     Vice President – Finance, Chief Financial 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 actually 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.