Provided by MZ Data Product
 
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 July, 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.

June 30, 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)

     June 30, 2006 and 2005
(In thousands of Brazilian Reais)

Contents

Report of Independent Registered Public Accounting Firm  F - 3 
Condensed Consolidated Balance Sheets as of June 30, 2006 (Unaudited) and December 31, 2005  F - 4 
Condensed Consolidated Statements of Income for the six-month periods ended June 30, 2006 and 2005 (Unaudited) F - 6 
Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2006 and 2005 (Unaudited) F - 7 
Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the six-month period ended June 30, 2006 (Unaudited) F - 8 
Notes to Condensed Consolidated Financial Statements (Unaudited) – June 30, 2006  F - 9 


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 June 30, 2006 and the related condensed consolidated statements of income and of cash flows for the six-month periods ended June 30, 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
July 14, 2006

F - 3


Table of Contents

     GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of Brazilian Reais)

    June 30, 2006    December 31, 2005 
    (Unaudited)    
     
ASSETS         
 
CURRENT ASSETS         
   Cash and cash equivalents    R$ 233,994    R$ 106,347 
   Short-term investments    1,021,330    762,688 
   Receivables, less allowance (2006 –         
       R$ 6,591; 2005 – R$ 4,890)   555,706    563,958 
   Inventories    49,060    40,683 
   Recoverable taxes and current deferred tax    23,007    13,953 
   Prepaid expenses    47,572    39,907 
   Other current assets    38,730    13,102 
     
                             Total current assets    1,969,399    1,540,638 
 
 
PROPERTY AND EQUIPMENT         
 Pre-delivery deposits    518,523    356,765 
 Flight equipment    265,677    225,724 
 Other property and equipment    125,657    75,619 
     
    909,857    658,108 
 Accumulated depreciation    (107,016)   (79,508)
     
                             Property and equipment, net    802,841    578,600 
 
OTHER ASSETS         
 Deposits for aircraft leasing contracts    32,044    22,583 
 Prepaid aircraft and engine maintenance    421,661    386,193 
 Other    38,384    27,829 
     
                             Total other assets    492,089    436,605 
     
 
 
 
 
     
TOTAL ASSETS    R$ 3,264,329    R$ 2,555,843 
     

F - 4


Table of Contents

    June 30, 2006    December 31, 2005 
    (Unaudited)    
     
LIABILITIES AND SHAREHOLDERS’ EQUITY         
 
CURRENT LIABILITIES         
   Accounts payable    R$ 46,502    R$ 73,924 
   Salaries, wages and benefits    64,389    71,638 
   Sales tax and landing fees    88,556    83,750 
   Air traffic liability    229,696    217,800 
   Short-term borrowings    107,409    54,016 
   Dividends payable    27,836    101,482 
   Other accrued liabilities    23,998    43,615 
     
                             Total current liabilities    588,386    646,225 
 
NON-CURRENT LIABILITIES         
   Long-term debt    565,895   
   Deferred income taxes, net    47,399    63,694 
   Other    25,335    23,593 
     
    638,629    87,287 
 
COMMITMENTS AND CONTINGENCIES         
 
SHAREHOLDERS’ EQUITY         
   Preferred shares, no par value; 86,757,969 issued         
       and outstanding in 2006 and 2005    845,691    843,714 
   Common shares, no par value; 109,448,497 issued         
       and outstanding in 2006 and 2005    41,500    41,500 
   Paid-in capital    34,982    32,273 
   Appropriated retained earnings    39,577    39,577 
   Unappropriated retained earnings    1,069,809    858,856 
   Accumulated other comprehensive income    5,755    6,411 
     
                             Total shareholders’ equity    2,037,314    1,822,331 
     
 
TOTAL LIABILITIES AND SHAREHOLDERS’         
EQUITY    R$ 3,264,329    R$ 2,555,843 
     

See accompanying notes to condensed consolidated financial statements

F - 5


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    Six-Months ended 
    June 30,    June 30, 
         
           2006    2005             2006             2005 
         
 
NET OPERATING REVENUES                 
 Passenger    R$ 786,849    R$ 524,491    R$ 1,616,707    R$ 1,089,672 
 Cargo and Other    57,179    37,677    90,337    61,655 
         
                       Total net operating revenues    844,028    562,168    1,707,044    1,151,327 
 
OPERATING EXPENSES                 
 Salaries, wages and benefits    90,175    56,542    171,659    111,189 
 Aircraft fuel    283,756    192,618    538,062    338,788 
 Aircraft rent    73,442    62,390    139,929    114,259 
 Sales and marketing    103,630    78,576    202,960    150,657 
 Landing fees    31,668    21,395    62,009    40,441 
 Aircraft and traffic servicing    40,560    19,605    72,181    37,371 
 Maintenance materials and repairs    34,097    10,447    60,212    24,295 
 Depreciation    15,920    8,275    28,449    15,078 
 Other operating expenses    38,522    27,343    75,489    57,026 
         
                       Total operating expenses    711,770    477,191    1,350,950    889,104 
 
OPERATING INCOME    132,258    84,977    356,094    262,223 
 
OTHER INCOME (EXPENSE)                
 Interest expense    (23,649)   (5,284)   (26,912)   (10,445)
 Capitalized interest    4,355    5,677    7,705    9,121 
 Exchange variation loss    (809)   (1,681)   (4,311)   (391)
 Interest income    35,878    36,248    69,850    65,384 
 Other gains (losses)   12,818    (9,838)   7,055    (15,032)
         
                       Total other income (expenses)   28,593    25,122    53,387    48,637 
 
INCOME BEFORE INCOME TAXES    160,851    110,099    409,481    310,860 
 
Income taxes    (54,166)   (36,722)   (123,006)   (106,399)
         
NET INCOME    R$ 106,685    R$ 73,377    R$ 286,475    R$ 204,461 
         
 
EARNINGS PER COMMON AND PREFERRED                 
SHARE:                 
 
Basic and Diluted    R$ 0.54    R$ 0.38    1.46    1.07 

See accompanying notes to condensed consolidated financial statements.

F - 6


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

    Six-months ended June 30, 
   
    2006    2005 
     
CASH FLOWS FROM OPERATING ACTIVITIES         
       Net income    R$ 286,475    R$ 204,461 
         Adjustments to reconcile net income to net cash         
             provided by operating activities         
         Depreciation and amortization    25,576    18,431 
         Deferred income taxes    (6,329)   19,994 
         Provision for doubtful accounts receivable    740   
         Changes in operating assets and liabilities         
             Receivables    7,512    (97,574)
             Accounts payable and other accrued liabilities    (54,253)   (12,098)
             Deposits for aircraft and engine maintenance    (35,468)   (55,939)
             Air traffic liability    11,896    30,793 
             Dividends payable    (75,522)   (60,013)
             Other, net    (64,732)   (43,169)
     
   Net cash provided by operating activities    95,895    4,886 
 
CASH FLOWS FROM INVESTING ACTIVITIES         
         Deposits for aircraft leasing contracts    (9,461)   (8)
         Acquisition of property and equipment    (89,991)   (54,626)
         Pre-delivery deposits    (161,758)   (126,768)
         Change in short term investments, net    (258,642)   (325,118)
     
   Net cash used in investing activities    (519,852)   (506,520)
 
CASH FLOWS FROM FINANCING ACTIVITIES         
         Short-term borrowings    53,393    6,208 
         Long-term borrowings    565,895   
         Issuance of preferred shares    1,977    258,123 
         Other, net    3,985    5,880 
         Dividends paid    (73,646)  
     
   Net cash provided by financing activities    551,604    270,211 
 
NET INCREASE (DECREASE) IN CASH AND CASH         
  EQUIVALENTS    127,647    (231,423)
 
   Cash and cash equivalents at beginning of the period    106,347    405,730 
     
   Cash and cash equivalents at end of the period    R$ 233,994    R$ 174,307 
     
 
Supplemental disclosure of cash flow information         
   Interest paid    R$ 26,912    R$ 10,445 
   Income taxes paid    R$ 129,325    R$ 82,860 

See accompanying notes to consolidated financial statements.

F - 7


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            Retained Earnings         
               
  Shares    Amount    Shares    Amount    Additional
paid in

capitial  
  Deferred
compensation
 
  Appropriated   Unapropriated     Accumulated
other
comprehensive
income
  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  -    -    -            286,475      286,475 
    Changes in fair value of derivative instruments  -    -    -              (656)   (656)
                     
    Total Comprehensive income  -    -    -                285,819 
  Paid-in subscribed capital  -    -    650,117    1,977              1,977 
  Deferred compesation  -    -    -      4,641    (4,641)        
  Amortization of deferred compensation  -    -    -          2,709          2,709 
  Dividends and interest on stockholders’ equity payable  -    -    -            (75,522)     (75,522)
                     
Balance at June 30, 2006 (Unaudited) 109,448,497    R$ 41,500    86,602,253    845,691    39,275    (4,293)   39,577    1,069,809    5,755    2,037,314 
                     

See accompanying notes to condensed consolidated financial statements.

F- 8


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

1. Business Overview

In March 2006, the Company incorporated GAC Inc. and Gol Finance, wholly-owned subsidiaries located in the Cayman Islands, whose activities are related to aircraft acquisition and financing.

2. Summary of Significant Accounting Policies

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.

Consolidated quarterly information includes accounts of Gol Linhas Aéreas Inteligentes S.A. and of its wholly-owned subsidiaries Gol Transportes Aéreos S.A., GAC Inc., Gol Finance and Gol Finance LLP. The parent company’s participation in capital stock, reserves and retained earnings of the controlled companies has been eliminated.

The exchange rates at June 30, 2006 and June 30, 2005 were R$ 2.1643 and R$ 2.3504, respectively. The average exchange rates for the second quarter of 2006 and 2005 were R$ 2.1879 and R$ 2.4792 respectively per U.S. Dollar (these rates 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 six-month period ended June 30, 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.

Prepaid aircraft and engine maintenance. Our aircraft lease agreements specifically provide that we, as lessee, are responsible for maintenance of the leased aircraft. Under certain of our existing lease agreements, we pay maintenance reserves to aircraft and engine lessors that are to be applied towards the cost of future maintenance events. If there are sufficient funds on deposit to pay the invoices submitted, they are paid. If amounts on deposit are insufficient to cover the invoices, we must cover the shortfall as we are legally responsible for maintaining the lease aircraft. The maintenance reserves paid under our lease agreements do not transfer either the obligation to maintain the aircraft or the cost risk associated with the maintenance activities to the aircraft lessor. In addition, we maintain the right to select any third-party maintenance providers. Therefore, we record these amounts as prepaid maintenance within Other Assets on our balance sheet and then recognize maintenance expense when the underlying maintenance is performed, in accordance with our maintenance accounting policy. Any excess amounts retained by the lessor upon the expiration of the lease, which are not expected to be material, would be recognized as additional aircraft rental expense at that time.

F - 9


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

3. Cash and Cash Equivalents and Short-term Investments

    June 30, 2006    December 31, 2005 
     
Cash and cash equivalents         
   Cash on hand    R$ 58,259    R$ 25,964 
Investments in local currency         
   Financial investment funds    83,788    44,816 
   Public Securities    -    34,567 
   Bank Deposit Certificates – CDBs    52,992    1,000 
     
    136,780    80,383 
Investments in foreign currency         
   Financial Investment Funds and Public Securities    38,955   
     
Total cash and cash equivalents    R$ 233,994    R$ 106,347 
     
 
Short-term investments         
   Bank Deposit Certificates – CDBs    R$ 321,588    R$ 309,757 
   Public securities    113,267    452,931 
   Fixed income securities    586,475   
     
Total short-term investments    R$ 1,021,330    R$ 762,688 
     

4. 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 second quarter was to increase stock-based employee compensation expense by R$ 238, resulting in total stock-based employee compensation expense in the second quarter of R$ 681.

F - 10


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

4. 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 months ended June 30, 2005:

    June 30 ,2005 
   
Net income, as reported    R$ 73,377 
Add: Stock-based employee compensation using intrinsic value    1,199 
Deduct: Stock-based employee compensation expense determined under the     
     fair value method    (1,224)
   
Pro forma net income    R$ 73,352 
   
Earnings per common and preferred shares:

      Basic and Diluted as reported and pro forma
  0.38

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 40%, weighted average risk-free interest rate of 15.5%, and an expected average life of 4 years.

5. Long-term debt

    June 30, 2006    December 31, 2005 
     
8.75 % Perpetual notes    455,180   
5.0 % Bank loan    110,715   
     
Long-term borrowings and financings    565,895   
     

In April 2006, the Company’s wholly-owned subsidiary Gol Finance issued US$ 200 million (R$455 million) 8.75% perpetual notes that have no fixed final maturity date and are callable at par at the option of the issuer after five years.

In April 2006, the Company’s wholly-owned subsidiary GAC Inc., arranged a US$ 60 million (R$ 130 million) borrowing facility with Credit Suisse. The term of the facility is 2.7 years with an annual interest rate of Libor. At June 30, 2006, there was US$ 49 million (R$ 106 million) outstanding under this facility.

In June 2006, Company’s subsidiary Gol Transportes Aéreos S.A. signed long-term borrowing agreements for R$ 75.7 million with the BNDES (the Brazilian Development Bank) and for R$ 108 million (US$ 50 million) with the International Finance Corporation (IFC). The BNDES credit line will finance a major portion of the construction and expansion of the Gol Aircraft Maintenance Center at the International Airport of Confins, in the state of Minas Gerais. The term of the BNDES loan is six years with an interest rate of 2.65% over the long-term borrowing rate –TJLP (currently set at 7.50% pa in Reais). The loan from the International Finance Corporation (IFC) will be used to acquire aircraft spare parts inventories and for working capital. The term of the IFC loan is seven years with a rate of 1.875% over Libor. As of June 30, 2006, no funds had been drawn under these agreements.

F - 11


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

6. 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 second quarter of 2006 and 2005, the Company paid R$722 and R$ 107 (R$ 385 and R$ 84) to these companies, respectively.

The Company also has a five-year office space lease agreement with Áurea Administração e Participações S.A. (expiring on March 31, 2008) 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 second quarter of 2006 and 2005, the Company paid R$ 116 and R$ 79 to this company, respectively.

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

7. 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 8.15%, for the second quarter of 2006). For the quarter ended June 30, 2006, the Company’s statutory consolidated financial statements presented a net profit of R$ 98,169 (R$43,744 in 2005). The Company accrued a total of R$ 32,051 of interim dividends payable represented fully by interest on stockholder’s equity for payment on August 15, 2006, which is also included in current liabilities.

8. Lease and Other Commitments

The Company leases all aircraft, as well as airport terminal space, other airport facilities, office space and other equipment. At June 30, 2006, the Company leased 50 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 June 30, 2006 were as follows:

    Thousands of R$    Thousands of US$ 
     
    Aircraft    Other       Total    Aircraft    Other    Total 
             
2006    144,621    7,828    152,449    66,821    3,617    70,438 
2007    276,072    12,148    288,220    127,557    5,613    133,170 
2008    211,134    9,371    220,505    97,553    4,330    101,883 
2009    169,032    5,476    174,508    78,100    2,530    80,630 
2010    80,218    3,186    83,403    37,064    1,472    38,536 
After 2010    161,669    93    161,762    74,698    43    74,741 
             
Total minimum                         
lease payments    1,042,746    38,102    1,080,847    481,793    17,605    499,398 
             

The Company has entered into sale-leaseback agreements for six Boeing 737-800 Next Generation aircraft to be delivered during the third quarter of 2006.

F - 12


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

8. Lease and Other Commitments (Continued)

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$ 10,117 million based on the aircraft list price, including estimated amounts for contractual price escalations and pre-delivery deposits (corresponding to approximately US$4,675 million), and are summarized as follows:

    Expected Firm Order    Thousands of    Thousands of US$ 
    Deliveries    Brazilian Reais     
       
 
2006    11    1,528,965    706,448 
2007    13    1,860,564    859,661 
2008    10    1,466,108    677,405 
2009    11    1,669,630    771,441 
2010      1,267,706    585,735 
After 2010    14    2,324,097    1,073,833 
       
Total    67    10,117,070    4,674,523 
       

As of June 30, 2006, the Company has made pre-delivery deposits in the amount of R$ 518,523 (US$ 239,580) related to the orders described above. The Company makes payments for aircraft acquisition utilizing the proceeds from equity and debt financings, cash flow from operations, short and medium-term credit lines and supplier financing. The Company plans to finance purchased aircraft with long-term financing guaranteed by the U.S. Exim Bank.

9. Financial Instruments and Concentration of Risk

At June 30, 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, Bolivian Bolivianos, Paraguay Guaranis and Uruguay Pesos from flights between Brazil, Argentina, Bolivia, Paraguay and Uruguay). However, its liabilities, particularly those related to aircraft leasing and acquisition, are US dollar-denominated. The Company’s currency exchange exposure at June 30, 2006 is as set forth below:

F - 13


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

9. Financial Instruments and Concentration of Risk (Continued)

    June 30, 2006    December 31, 2005 
     
Assets         
 Cash and cash equivalents and short-term investments    631,716    11,120 
 Deposits for aircraft leasing contracts    32,711    22,583 
 Prepaid aircraft and engine maintenance    15,093    14,133 
 Advances to suppliers    14,157    48,793 
 Other    13,741    9,713 
     
    Total assets    707,418    106,342 
 
Liabilities         
 Foreign suppliers    9,792    15,628 
 Leases payable    25,867    13,127 
 Insurance premium payable      25,371 
     
    Total liabilities    35,663    54,126 
     
 Exchange exposure    671,755    52,216 
     
 Exchange exposure in thousands of U.S. dollars    310,380    22,216 
     
 
Off-balance sheet transactions exposure         
     Operating Leases    1,080,847    902,658 
     Aircraft commitments    10,117,070    10,614,922 
     
Total exchange exposure    11,869,672    11,569,796 
     
Total exchange exposure in thousands of U.S. dollars    5,484,301    4,922,480 
     

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

The Company utilizes financial derivative instruments with first-tier banks for cash management purposes. The Company currently has synthetic fixed income options and swap agreements to obtain the Brazilian overnight deposit rate from fixed-rate or dollar-denominated investments.

a) Fuel

Airline operations are exposed to the effects of changes in the price of aircraft fuel. Aircraft fuel consumed in the second quarter of 2006 and 2005 represented approximately 39.9% and 40.4% 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. 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):

    June 30,    December 31, 
    2006          2005 
     
Fair value of derivative instruments at the end of the quarter      R$ 8,464 
Average remaining term (months)    
Hedged volume (barrels)   1,038,000    1,431,000 
 
Quarter ended June 30:    2006          2005 
     
Hedge effectiveness gains recognized in aircraft fuel expense    R$ 3,739    R$ 1,026 
Hedge ineffectiveness gains recognized in other income (expense)   R$ 16,491   
Percentage of actual consumption hedged (during quarter)   57%    61% 

F - 14


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

9. Financial Instruments and Concentration of Risk (Continued)

a) Fuel (Continued)

The Company utilizes financial derivative 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 54% and 15% of its jet fuel requirements for the third and fourth quarters of 2006, respectively, at average crude equivalent prices of approximately US$ 73 and US$ 81 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. 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. The Company is exposed to the risk that periodic changes will not be effective, as defined, or that the derivatives will no longer qualify for special hedge accounting. 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 or the change in value of the Company’s expected future cash outlay to purchase and consume jet fuel. 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.

Ineffectiveness is inherent in hedging jet fuel with derivative positions based in other crude oil related commodities, especially given the recent volatility in the prices of refined products. Due to the volatility in markets for crude oil and related products, the Company is unable to predict the amount of ineffectiveness each period, including the loss of hedge accounting, which could be determined on a derivative by derivative basis or in the aggregate. The increase in the amount of hedge ineffectiveness and unrealized gains on derivative contracts settling in future periods recorded during the second quarter was due to the significant fluctuation in energy prices, the derivative positions the Company holds, and the volatility of the different types of products the Company uses in hedging. In specific instances, the Company has determined that specific hedges will not regain effectiveness in the time period remaining until settlement and therefore must discontinue special hedge accounting, as defined by SFAS 133. When this happens, any changes in fair value of the derivative instruments are marked to market through earnings in the period of change.

The Company continually looks for better and more accurate methodologies in forecasting future cash flows relating to its jet fuel hedging program. These estimates are used in the measurement of effectiveness for the Company’s fuel hedges, as required by SFAS 133. During second quarter 2006, the Company revised its method for forecasting future cash flows. Previously, the Company had estimated future cash flows using actual market forward prices of like commodities and adjusting for historical differences from the Company’s actual jet fuel purchase prices. The Company’s new methodology utilizes a statistical-based regression equation with data from market forward prices of like commodities, and is not expected to have a material impact on the financial statements.

F - 15


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

9. Financial Instruments and Concentration of Risk (Continued)

a) Fuel (Continued)

During the three months ended June 30, 2006, the Company recognized approximately R$18 million (US$ 8 million) of additional net gains in Other (gains) losses, net, related to the ineffectiveness of its hedges and the loss of hedge accounting for certain hedges. Of this net total, approximately R$2 million (US$ 1 million) was ineffectiveness expense and mark-to-market losses related to contracts that settled during second quarter 2006. As of June 30, 2006 there was no unrealized gain with jet fuel hedges recorded in “comprehensive income”.

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):

    June 30,    December 31, 
    2006   2005
     
Fair value of derivative instruments at the end of period    R$ 8,720     R$ 1,249 
Longest remaining term (months)    
Hedged volume    R$ 136,040     R$ 135,129 
 
Quarter ended June 30:    2006   2005
     
Hedge effectiveness gains (losses) recognized in operating expenses    R$ 5,114     R$ (19,775)
Hedge ineffectiveness losses recognized in other expenses       R$ (655)
Percentage of expenses hedged (during quarter)   50%    50% 

F - 16


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

9. Financial Instruments and Concentration of Risk (Continued)

b) Exchange rates (Continued)

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 June 30, 2006 the unrealized gain with exchange rates recorded in “comprehensive income” was R$ 5,755, 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.

c) Cash management

The Company utilizes financial derivative instruments for cash management purposes. The Company utilizes synthetic fixed income options and swaps to obtain the Brazilian overnight deposit rate from fixed-rate or dollar-denominated investments. The Company enters into synthetic fixed income option contracts with first-tier banks registered in the Brazilian CETIP clearing house. As of June 30, 2006, the total amount invested in synthetic fixed-income option contracts was R$ 70,614 with average tenor of 31 days. The Company utilizes swap agreements to change the remuneration of a portion of its short term investments to the Brazilian overnight deposit rate (“CDI”). As of June 30, 2006, the notional amount of fixed-rate swaps to CDI was R$ 70,614 with a fair value of R$ (17), and the notional amount of dollar-denominated swaps to CDI was R$ 274,902 with a fair value or R$ 532. The change in fair value of these swaps is recognized in interest income in the period of change.

10. Income Taxes

The reconciliation of the reported income tax and social contribution and the amount determined by applying the composite fiscal rate at June 30, 2006 and June 30, 2005, is as follows:

    Six-month periods ended June 30, 
   
    2006    2005 
     
Income before income taxes    409,481    310,860 
Nominal composite rate    34%    34% 
     
Income tax by the nominal rate    139,224    105,692 
Interest on stockholders’ equity    (22,931)  
Other permanent differences    6,713    707 
     
Income taxes expense    123,006    106,399 
     
Effective rate    30.0%    34.2% 
     

F - 17


Table of Contents

GOL LINHAS AÉREAS INTELIGENTES S.A.

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

11. 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-month ended    Six-month ended 
    June 30,    June 30, 
     
    2006    2005    2006    2005 
         
Numerator                 
Net income applicable to common and preferred                 
   shareholders for basic and diluted earnings per                 
   share    106,685    73,377    286,475    204,461 
 
 
Denominator                 
Weighted-average shares outstanding for basic                 
   earnings per share (in thousands)   196,039    192,915    196,000    190,229 
 
Effect of dilutive securities:                 
Executive stock options (in thousands)   117    845    146    845 
         
 
Adjusted weighted-average shares outstanding and                 
   assumed conversions for diluted earnings per                 
   shares (in thousands)   196,156    193,760    196,146    191,074 
         

F - 18


 
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: July 20, 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 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.