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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 October, 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.

September 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)

September 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 September 30, 2006 (Unaudited) and     
December 31, 2005    F - 4 
Condensed Consolidated Statements of Income for the three-month and nine-month periods         
ended September 30, 2006 and 2005 (Unaudited)   F - 6 
Condensed Consolidated Statements of Cash Flows for the nine-month periods ended         
September 30, 2006 and 2005 (Unaudited)   F - 7 
Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income         
for the nine-month period ended September 30, 2006 (Unaudited)   F - 8 
Notes to Condensed Consolidated Financial Statements (Unaudited) – September 30, 2006    F - 9 


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 September 30, 2006 and the related condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 2006 and 2005 and the condensed consolidated statements of cash flows and shareholders’ equity for the nine-month period ended September 30, 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
October 19, 2006

F - 3


     GOL LINHAS AÉREAS INTELIGENTES S.A. CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of Brazilian Reais)

    September 30, 2006    December 31, 2005 
    (Unaudited)    
     
ASSETS         
 
CURRENT ASSETS         
   Cash and cash equivalents         R$  270,397         R$  106,347 
   Short-term investments    1,335,797    762,688 
   Receivables, less allowance (2006 –         
        R$ 9,798; 2005 – R$ 4,890)   694,276    563,958 
   Inventories    74,419    40,683 
   Pre-delivery deposits    62,688   
   Aircraft and engine maintenance deposits    113,058   
   Recoverable taxes and current deferred tax    42,314    13,953 
   Prepaid expenses    26,876    39,907 
   Other current assets    93,059    13,102 
     
        Total current assets    2,712,884    1,540,638 
 
 
PROPERTY AND EQUIPMENT         
 Pre-delivery deposits    453,109    356,765 
 Flight equipment    316,777    225,724 
 Other property and equipment    118,736    75,619 
     
    888,622    658,108 
 Accumulated depreciation    (123,402)   (79,508)
     
        Property and equipment, net    765,220    578,600 
 
OTHER ASSETS         
 Deposits for aircraft leasing contracts    41,919    22,583 
 Aircraft and engine maintenance deposits    283,840    386,193 
 Other    45,339    27,829 
     
        Total other assets    371,098    436,605 
     
 
     
TOTAL ASSETS         R$  3,849,202         R$  2,555,843 
     

F - 4


    September 30, 2006    December 31, 2005 
    (Unaudited)    
     
LIABILITIES AND SHAREHOLDERS’ EQUITY         
 
CURRENT LIABILITIES         
   Accounts payable           R$ 119,616    R$ 73,924 
   Salaries, wages and benefits    86,427    71,638 
   Sales tax and landing fees    91,162    83,750 
   Air traffic liability    311,439    217,800 
   Short-term borrowings    117,731    54,016 
   Dividends payable    62,962    101,482 
   Deferred credits    7,852   
   Other accrued liabilities    26,807    43,615 
   Current portion of long-term debt    4,146   
     
                             Total current liabilities    828,142    646,225 
 
NON-CURRENT LIABILITIES         
   Long-term debt    750,635   
   Deferred income taxes, net    30,978    63,694 
   Deferred gains on sale and leaseback transactions    53,786   
   Other    27,444    23,593 
     
    862,843    87,287 
 
SHAREHOLDERS’ EQUITY         
   Preferred shares, no par value; 88,615,674 issued         
       and outstanding in 2006 and 86,524,136 issued         
       and 85,952,136 outstanding in 2005    846,125    843,714 
   Common shares, no par value; 107,590,792 and         
       109,448,497 issued and outstanding in 2006 and         
       2005, respectively    41,500    41,500 
   Paid-in capital    35,257    32,273 
   Appropriated retained earnings    39,577    39,577 
   Unappropriated retained earnings    1,197,718    858,856 
   Accumulated other comprehensive income    (1,960)   6,411 
     
                             Total shareholders’ equity    2,158,217    1,822,331 
     
TOTAL LIABILITIES AND SHAREHOLDERS’         
EQUITY    R$ 3,849,202    R$ 2,555,843 
     

See accompanying notes to condensed consolidated financial statements

F - 5


GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands of Brazilian Reais, except per share amounts)

    Three-Months ended    Nine-Months ended 
       September 30,     September 30, 
     
             2006    2005             2006             2005 
         
 
NET OPERATING REVENUES                 
 Passenger    R$ 1,010,178    R$  665,374    R$ 2,626,885    R$ 1,755,046 
 Cargo and Other    72,793    31,284    163,130    92,939 
         
Total net operating revenues    1,082,971    696,658    2,790,015    1,847,985 
 
OPERATING EXPENSES                 
 Salaries, wages and benefits    111,709    66,060    283,368    177,249 
 Aircraft fuel    357,711    208,711    895,773    547,499 
 Aircraft rent    67,498    62,135    207,427    176,394 
 Sales and marketing    126,041    80,439    329,001    231,096 
 Landing fees    50,181    24,190    112,190    64,631 
 Aircraft and traffic servicing    45,129    25,869    117,310    63,240 
 Maintenance materials and repairs    31,990    5,951    92,202    30,246 
 Depreciation    16,716    8,523    45,165    23,601 
 Other operating expenses    42,933    31,557    118,422    88,583 
         
                       Total operating expenses    849,908    513,435    2,200,858    1,402,539 
 
OPERATING INCOME    233,063    183,223    589,157    445,446 
 
OTHER INCOME (EXPENSE)                
 Interest expense    (24,497)   (8,812)   (51,409)   (19,257)
 Capitalized interest    9,149    5,258    16,854    14,379 
 Exchange variation loss    (4,153)   (54)   (8,464)   (445)
 Interest income    42,578    36,710    130,984    102,094 
 Other gains (losses)   (2,084)   (6,407)   (13,585)   (21,439)
         
                       Total other income (expense)   20,993    26,695    74,380    75,332 
 
INCOME BEFORE INCOME TAXES    254,056    209,918    663,537    520,778 
 
Income taxes    (64,050)   (71,728)   (187,056)   (178,127)
         
NET INCOME     R$ 190,006    R$  138,190    R$ 476,481    R$ 342,651 
         
 
EARNINGS PER COMMON AND PREFERRED                 
SHARE:                 
 
Basic       R$  0.97    R$ 0.71    R$ 2.43    R$ 1.79 
Diluted       R$  0.97    R$ 0.70    R$ 2.43    R$ 1.78 

See accompanying notes to condensed consolidated financial statements.

F - 6


GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands of Brazilian Reais)

       Nine months ended September 30, 
   
    2006    2005 
     
CASH FLOWS FROM OPERATING ACTIVITIES         
Net income    R$  476,481    R$  342,651 
   Adjustments to reconcile net income to net cash provided by         
           operating activities:         
                Depreciation    45,165    23,601 
           Deferred income taxes    (15,404)   27,500 
           Provision for doubtful accounts receivable    4,908    1,172 
           Capitalized interest    (16,854)   (14,379)
           Changes in operating assets and liabilities:         
                 Receivables    (135,226)   (130,581)
                 Inventories    (33,736)   (19,645)
                 Accounts payable and other accrued liabilities    45,692    (10,686)
                 Deposits for aircraft and engine maintenance    (10,705)   (87,379)
                 Air traffic liability    93,639    33,835 
                 Dividends payable    17,249   
                 Other, net    (59,226)   19,323 
     
Net cash provided by operating activities    411,983    185,412 
 
CASH FLOWS FROM INVESTING ACTIVITIES         
   Deposits for aircraft leasing contracts    (19,336)  
   Acquisition of property and equipment    (135,441)   (71,374)
   Pre-delivery deposits    (142,178)   (275,952)
   Change in short term investments, net    (573,109)   (329,370)
     
Net cash used in investing activities    (870,064)   (676,696)
 
CASH FLOWS FROM FINANCING ACTIVITIES         
   Short-term borrowings    63,715    (51,671)
   Long-term borrowings    754,781   
   Issuance of preferred shares      258,123 
   Other, net    (2,976)  
   Dividends paid    (193,389)   (60,003)
     
Net cash provided by financing activities    622,131    146,449 
 
NET INCREASE (DECREASE) IN CASH AND CASH         
 EQUIVALENTS    164,050    (344,835)
 
   Cash and cash equivalents at beginning of the period    106,347    405,730 
     
   Cash and cash equivalents at end of the period    R$  270,397    R$  60,895 
     
 
Supplemental disclosure of cash flow information         
   Interest paid    R$  51,409    R$  8,924 
   Income taxes paid    R$  198,677    R$  144,415 
Non cash investing activities         
   Accrued capitalized interest    R$  16,854    R$  14,379 

See accompanying notes to consolidated financial statements.

F - 7


GOL LINHAS AÉREAS INTELIGENTES S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands of Brazilian Reais, except for share information)

    Common Shares    Preferred Shares    Additional        Retained Earnings    Accumulated     
               
                        Deferred            other     
                    paid in                    Total 
    Shares    Amount    Shares    Amount        compensation    Appropriated    Unapropriated     comprehensive    
                    capital                   income     
                     
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    -    -    -            476,481      476,481 
                 Changes in fair value of derivative instruments    -    -    -              (8,371)   (8,371)
                     
                 Total Comprehensive income    -    -    -                468,110 
       Paid-in subscribed capital    (1,857,705)     2,663,538    2,411              2,411 
       Deferred compensation    -    -    -      4,641    (4,641)        
       Amortization of deferred compensation    -    -    -          2,984          2,984 
       Dividends and interest on stockholders’ equity payable    -    -    -            (137,619)     (137,619)
                     
Balance at September 30, 2006 (Unaudited)   107,590,792    R$ 41,500    88,615,674    R$ 846,125    R$ 39,275    R$ (4,018)   R$ 39,577    R$ 1,197,718     R$  (1,960)   R$ 2,158,217 
                     

See accompanying notes to condensed consolidated financial statements.

F- 8


GOL LINHAS AÉREAS INTELIGENTES S.A.

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

1. 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. (GTA), 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 September 30, 2006 and September 30, 2005 were R$ 2.1742 and R$ 2.2222, respectively. The average exchange rates for the third quarter of 2006 and 2005 were R$ 2.1709 and R$ 2.3434 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 nine-month period ended September 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.

Aircraft and engine maintenance deposits. 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 leased 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 provider. Therefore, we record these amounts as prepaid maintenance within Current Assets and Other Assets on our balance sheet and then recognize maintenance expense when the underlying maintenance is performed, in accordance with our maintenance accounting policy. The amount of aircraft and engine maintenance deposits expected to be utilized in the next twelve months is classified in Current Assets. 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


GOL LINHAS AÉREAS INTELIGENTES S.A.

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

1. Summary of Significant Accounting Policies (Continued)

Pre-delivery deposits. The amount of pre-delivery deposits for aircraft to be refunded during the next twelve months is classified in current assets.

Deferred gains on sale and leaseback transactions. SFAS No. 28, "Accounting for Sales with Leaseback", defines a sale-leaseback as a financing transaction in which any income or loss on the sale shall be deferred and amortized by the seller, who becomes the lessee, in proportion to rental payments over the period of time the asset is expected to be used for leases classified as operating leases. We amortize deferred gains on the sale and leaseback of equipment over the lives of these leases. The amortization of these gains is recorded as a reduction to rent expense.

Return conditions. The Company finances all of its aircraft through leases accounted for as operating leases. Our leases require that the Company is responsible for all maintenance costs on aircraft and engines, and it must meet specified airframe and engine return conditions upon lease expiration. If these return conditions are not met by the Company, the leases require financial compensation to the lessor. The Company accrues ratably, if estimable, the total costs that will be incurred by the Company to render the aircraft in a suitable return condition per the contract. To date no amount has been estimable; therefore no accrual has been recorded.

2. Cash and Cash Equivalents and Short-term Investments

    September 30, 2006    December 31, 2005 
     
Cash and cash equivalents             
   Cash on hand    R$  65,885    R$  25,964 
Investments in local currency             
   Financial investment funds      85,328      44,816 
   Public Securities      2,139      34,567 
   Bank Deposit Certificates – CDBs      85,919      1,000 
         
      173,386      80,383 
Investments in foreign currency             
   Financial Investment Funds and Public Securities      31,126     
         
Total cash and cash equivalents    R$  270,397    R$  106,347 
         
 
Short-term investments             
   Bank Deposit Certificates – CDBs      434,959                 R$  309,757 
   Public securities      227,372      452,931 
   Fixed income securities      673,466     
         
Total short-term investments    R$  1,335,797    R$  762,688 
         

3. 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.

F - 10


GOL LINHAS AÉREAS INTELIGENTES S.A.

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

3. Stock-Based Compensation (Continued)

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 nine-month period ended September 30, 2006 was to increase stock-based employee compensation expense by R$ 646, resulting in total stock-based employee compensation expense in the nine months of R$ 2,984.

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 nine months ended September 30, 2005:

    September 30, 2005 
   
Net income, as reported    R$  342,651 
Add: Stock-based employee compensation using intrinsic value      4,610 
Deduct: Stock-based employee compensation expense determined under the       
    fair value method      (4,713)
     
Pro forma net income    R$  342,548 
     
 
Earnings per common and preferred shares:       
 
     Basic as reported      1.79 
     Basic pro forma      1.78 
     Diluted as reported      1.78 
     Diluted pro forma      1.78 

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 2%, expected volatility of approximately 39.0%, weighted average risk-free interest rate of 17%, and an expected average life of 1.5 years.

4. Long-term Debt

    September 30, 2006 
   
Foreign currency:     
           5.00 %  Bank loan    131,405 
           7.17 %  IFC loan    107,150 
           8.75 %  Perpetual notes    453,414 
   
    691,969 
Local currency:     
           10.15 %  BNDES loan    58,666 
   
 
Long-term debt    750,635 
   

F - 11


GOL LINHAS AÉREAS INTELIGENTES S.A.

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

4. Long-term Debt (Continued)

In April 2006, the Company’s wholly-owned subsidiary Gol Finance issued US$ 200 million (R$455 million) 8.75% perpetual notes that have no fixed final maturity date and are callable at par at the option of the issuer after five years. At September 30, 2006, there was R$ 453,414 outstanding under this facility.

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 3-month Libor. At September 30, 2006, there was US$ 60,438 (R$ 131,405) outstanding under this facility.

In June 2006, GTA signed long-term borrowing agreements for R$ 75.7 million (US$ 35.0 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 financed 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 five years with an interest rate of 2.65% over the long-term borrowing rate –TJLP (7.50% p.a. during the third quarter). The loan from the International Finance Corporation (IFC) financed the acquisition of aircraft spare parts inventories and working capital. The term of the IFC loan is six years with a rate of 1.875% over the 3-month Libor. As of September 30, 2006, there were outstanding R$ 58,666 (US$ 26,983) in the long-term and R$ 4,146 (US$ 1,907) in the short-term under the BNDES agreement and R$107,150 (US$ 49,614) under the IFC agreement.

5. 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 third quarter of 2006 and 2005, the Company paid R$ 813 and R$ 104 (R$ 515 and R$ 0) 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 third quarters of 2006 and 2005, the Company paid R$ 88 to this company.

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

6. 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 (7.50% p.a. for the third quarter of 2006). For the quarter ended September 30, 2006, the Company’s statutory consolidated financial statements presented a net profit of R$ 245,932 (R$116,798 in 2005). The Company accrued a total of R$ 62,495 of interim dividends payable represented by R$ 29,506 of interest on stockholder’s equity and R$ 32,592 of dividends for payment in the fourth quarter of 2006, which is included in current liabilities.

7. Lease and Other Commitments

The Company leases aircraft in operation, airport terminal space, other airport facilities, office space and other equipment. At September 30, 2006, the Company leased 54 aircraft under operating leases (as compared to 42 aircraft at December 31, 2005), with initial lease term expiration dates ranging from 2006 to 2014.

F - 12


GOL LINHAS AÉREAS INTELIGENTES S.A.

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

7. Lease and Other Commitments (Continued)

The Company has contractual obligations and commitments primarily for future purchases of aircraft, payment of debt, and lease agreements. The following table provides a summary of our principal payments under current and long-term debt obligations, operating lease commitments, aircraft purchase commitments and other obligations at September 30 :

                      Beyond     
(in 000) 2006    2007    2008    2009    2010    2010    Total 
               
Long-term debt obligations (1)   33,407    179,931    48,599    17,858    17,426    297,221 
Operating lease commitments (2) 338,790    275,806    223,244    137,321    93,750    206,837    1,275,748 
Pre-delivery deposits (3) 82,693    116,003    80,206    66,748    69,998    81,424    497,072 
Aircraft purchase commitments (4) 233,704    327,846    226,676    188,640    194,435    227,859    1,399,160 
               
Total  655,187    753,062    710,057    441,308    376,041    533,546    3,469,201 
               

(1)      The long-term debt obligations do not include the perpetual notes.
 
(2)      The future lease payments based on the operating lease contracts are denominated in U.S. Dollars. The Company has letters of credit in the amount of R$ 50,650 as guarantee of payments for aircraft leasing.
 
(3)      The Company makes payments for aircraft acquisitions utilizing the proceeds from equity and debt financings, cash flow from operations, short and medium-term credit lines and supplier financing.
 
(4)     
The Company has a purchase contract with Boeing for 95 Boeing 737-800 Next Generation aircraft, under which the Company currently has 61 firm orders and 34 purchase options. The firm orders have an approximate value of R$ 9,327 million (corresponding to approximately US$ 4,290 million) based on the aircraft list price, including estimated amounts for contractual price escalations and pre-delivery deposits.
 
 
Aircraft purchase commitments do not include the portion to be financed with long-term financing guaranteed by the U.S. Exim Bank (approximately 85% of the total acquisition cost). During the third quarter of 2006, the Company entered into sale-leaseback agreements for eight Boeing 737-800 Next Generation aircraft, six of which were delivered during the third quarter of 2006, and two which will be delivered during the fourth quarter of 2006.
 

8. Financial Instruments and Concentration of Risk

At September 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, Chilean Pesos, Paraguay Guaranis and Uruguay Pesos from flights between Brazil, Argentina, Bolivia, Chile, 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 September 30, 2006 is as set forth below:

F - 13


GOL LINHAS AÉREAS INTELIGENTES S.A.

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

8. Financial Instruments and Concentration of Risk (Continued)

    September 30, 2006    December 31, 2005 
     
Assets         
 Cash and cash equivalents and short-term investments    752,610    11,120 
 Deposits for aircraft leasing contracts    43,236    22,583 
 Prepaid aircraft and engine maintenance    18,782    14,133 
 Advances to suppliers      48,793 
 Other    28,487    9,713 
     
    Total assets    843,115    106,342 
 
Liabilities         
 Foreign suppliers    27,036    15,628 
 Leases payable    23,392    13,127 
 Insurance premium payable      25,371 
     
    Total liabilities    50,428    54,126 
     
 Exchange exposure    792,687    52,216 
     
 Exchange exposure in thousands of U.S. dollars    364,588    22,308 
     
 
Off-balance sheet transactions exposure         
 Operating Leases    1,275,748    902,658 
 Aircraft commitments    1,399,160    1,592,238 
     
Total exchange exposure    3,467,595    2,547,112 
     
Total exchange exposure in thousands of U.S. dollars    1,594,883    1,088,184 
     

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 third quarter of 2006 and 2005 represented approximately 41.6% and 40.6% 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):

    September 30,    December 31, 
    2006    2005 
     
Fair value of derivative instruments at the end of the quarter    R$ (3,526)   8,464 
Average remaining term (months)    
Hedged volume (barrels)   2,144,000    1,431,000 
 
Quarter ended September 30:    2006    2005 
     
Hedge effectiveness gains recognized in aircraft fuel expense      R$ 3,342 
Hedge ineffectiveness gains (losses) recognized in other income (expense)   R$ (322)  
Percentage of actual consumption hedged (during quarter)   85%    52% 

F - 14


GOL LINHAS AÉREAS INTELIGENTES S.A.

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

8. 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 approximately 79%, 34% and 29% of its jet fuel requirements for the fourth quarter of 2006, first quarter of 2007 and second quarter of 2007, respectively, at average crude equivalent prices of approximately US$ 76, US$ 69 and US$ 72 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. 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 will not have a material impact on the financial statements.

F - 15


GOL LINHAS AÉREAS INTELIGENTES S.A.

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

8. Financial Instruments and Concentration of Risk (Continued)

a) Fuel (Continued)

During the three months ended September 30, 2006, the Company recognized approximately R$215 (US$ 98) of additional net losses 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$107 (US$ 49) was ineffectiveness expense and mark-to-market losses related to contracts that settled during third quarter 2006. As of September 30, 2006 there was R$ 2,327 (US$ 1,070), net of taxes, on unrealized losses 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):

         
    September 30, 2006    December 31, 2005 
     
Fair value of derivative instruments at the end of period    R$ 556     R$ 1,249 
Longest remaining term (months)    
Hedged volume    R$ 220,137     R$ 135,129 
 
Quarter ended September 30:    2006   2005
     
Hedge effectiveness gains (losses) recognized in operating expenses    R$ (6,655)    R$ (2,352)
Hedge ineffectiveness losses recognized in other expenses    R$ (1,560)    R$ (4,480)
Percentage of expenses hedged (during quarter)   52%    50% 

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 September 30, 2006 the unrealized gain with exchange rates recorded in “comprehensive income” was R$ 367, net of taxes.

F - 16


GOL LINHAS AÉREAS INTELIGENTES S.A.

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

8. Financial Instruments and Concentration of Risk (Continued)

b) Exchange rates (Continued)

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 September 30, 2006, the total amount invested in synthetic fixed-income option contracts was R$ 69,000 with average term of 15 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 September 30, 2006, the notional amount of fixed-rate swaps to CDI was R$ 114,000 with a fair value of R$ (54), and the notional amount of dollar-denominated swaps to CDI was R$ 245,656 with a fair value or R$ 4,404. The change in fair value of these swaps is recognized in interest income in the period of change.

9. Income Taxes

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

    Nine-month periods ended 
    September 30, 
   
    2006    2005 
     
Income before income taxes    663,537    520,778 
Nominal composite rate    34.0%    34.0% 
     
Income tax by the nominal rate    225,603    177,064 
Interest on stockholders’ equity    (32,962)  
Other permanent differences    (5,585)   1,063 
     
Income tax expense    187,056    178,127 
     
Effective rate    28.2%    34.2% 
     

10. 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 is 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.

F - 17


GOL LINHAS AÉREAS INTELIGENTES S.A.

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

10. Earnings per Share (Continued)

    Three-month ended    Nine-month ended 
    September 30,    September 30, 
     
    2006    2005    2006    2005 
         
Numerator                 
Net income applicable to common and preferred                 
   shareholders for basic and diluted earnings per                 
   share    190,006    138,190    476,481    342,651 
 
 
Denominator                 
Weighted-average shares outstanding for basic                 
   earnings per share (in thousands)   196,206    195,269    196,069    191,966 
 
Effect of dilutive securities:                 
Executive stock options (in thousands)   81    781    133    814 
         
 
Adjusted weighted-average shares outstanding and                 
   assumed conversions for diluted earnings per                 
   shares (in thousands)   196,287    196,050    196,202    192,781 
         

11. Insurance Coverage and Special Charges

The Company maintains insurance coverage in amounts it considers necessary for eventual claims, in compliance with limits specified in its leasing contracts. At September 30, 2006, the Company’s insurance coverage was as follows:

                                               Aeronautic Type    R$ (000)   US$ (000)
     
Warranty – Hull    3,265,068    1,501,733 
Civil Liability per occurrence/aircraft    1,630,650    750,000 
Warranty – Hull/War    3,265,068    1,501,733 
Inventories    206,549    95,000 

On September 29, 2006, an aircraft performing Gol Airlines Flight 1907 from Manaus enroute to Rio with a stop in Brasilia, was involved in a mid-air collision with a private aircraft of ExcelAir. The Gol aircraft, a new Boeing 737-800 Next Generation, went down in the Amazon forest and there were no survivors among the 148 passengers and six crew members. The ExcelAir aircraft, a new Embraer Legacy 135 BJ, performed an emergency landing and all of its seven occupants were unharmed. The Company continues to cooperate fully with all regulatory and investigatory agencies to determine the cause of this accident. The Company does not have sufficient information to estimate the amount of claims relating to this accident. The Company maintains insurance for the coverage of these risks, claims and liabilities, and the payments for damages and the aircraft will be covered by the insurance maintained. The Company does not expect any liability arising from the accident involving Flight 1907 to have a material adverse effect on the financial position or results of operation of the Company.

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: October 30, 2006

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

 
Name:   Richard F. Lark, Jr.
Title:     Executive 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.