Obligation Gol Linhas Aereas Intelligentes 9.25% ( USG3980PAD71 ) en USD

Gol Linhas Aereas Intelligentes

100 % ⇌

Bresil

USG3980PAD71 ( en USD )

9.25% par an ( paiement semestriel )

20/07/2020 - Obligation échue

Prospectus brochure de l'obligation Gol Linhas Aereas Intelligentes USG3980PAD71 en USD 9.25%, échue

2 000 USD

300 000 000 USD

G3980PAD7

N/A

GOL Linhas Aéreas Inteligentes est une compagnie aérienne brésilienne à bas prix, la plus grande du pays, opérant principalement des vols intérieurs et quelques vols internationaux vers l'Amérique du Sud.

L'Obligation émise par Gol Linhas Aereas Intelligentes ( Bresil ) , en USD, avec le code ISIN USG3980PAD71, paye un coupon de 9.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/07/2020

OFFERING MEMORANDUM
U.S.$300,000,000
Gol Finance
9.25% Senior Notes Due 2020
Unconditionally Guaranteed by Gol Linhas Aéreas Inteligentes S.A. and VRG Linhas
Aéreas S.A.
Gol Finance, or the Issuer, is offering an aggregate principal amount of U.S.$300,000,000 of 9.25% guaranteed senior notes due
July 20, 2020, or the notes. Interest on the notes will accrue at a rate of 9.25% per annum and will be payable semi-annually in arrears on
July 20 and January 20, commencing January 20, 2011. Unless previously redeemed or purchased and in each case cancelled, the notes will
mature on July 20, 2020.
The notes will be the Issuer's senior, unsecured, general obligations and will rank pari passu in right of payment with all of its
existing and future senior, unsecured, general obligations. Gol Linhas Aéreas Inteligentes S.A. and VRG Linhas Aéreas S.A., or the
Guarantors, will unconditionally guarantee, jointly and severally, on a senior unsecured basis, all of the Issuer's obligations pursuant to the
notes. The guarantees will rank pari passu in right of payment with the other unsecured unsubordinated indebtedness and guarantees of the
Guarantors. The notes will be effectively junior to the Issuer's and the Guarantor's secured indebtedness.
The Issuer may redeem the notes, in whole or in part, at any time on or after July 20, 2015 at the applicable redemption prices set
forth in this offering memorandum. The Issuer may redeem the notes, in whole but not in part, at any time upon the occurrence of specified
events relating to applicable tax laws, as described under "Description of Notes--Redemption--Tax Redemption."
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro
MTF Market. The notes will be issued only in registered form in minimum denominations of U.S.$2,000 and integral multiples of
U.S.$1,000 in excess thereof.
This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses
for Securities.
An investment in the notes involves risks. See "Risk factors" beginning on page 11 for a
discussion of certain risks you should consider in connection with an investment in the notes.
Issue Price: 98.409% plus accrued interest, if any, from July 20, 2010.
The notes (and guarantees) have not been registered under the U.S. Securities Act of 1933, as amended, or the securities laws of
any other jurisdiction. The Issuer is offering the notes only to qualified institutional buyers (as defined in Rule 144A under the Securities
Act) and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. Prospective purchasers that are
qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on the transfer of the notes, see "Transfer
Restrictions".
Delivery of the notes was made to investors in book-entry form only through the facilities of The Depository Trust Company, or
DTC, on July 20, 2010.
Joint Bookrunners and Joint Lead Managers
BofA Merrill Lynch
Citi
Itaú
Joint Lead Manager
BB Securities
Offering Memorandum dated November 4, 2010

TABLE OF CONTENTS
Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION.................................................................................. iv
WHERE YOU CAN FIND MORE INFORMATION............................................................................................................ v
INCORPORATION BY REFERENCE................................................................................................................................. v
FORWARD-LOOKING STATEMENTS ........................................................................................................................... vii
SUMMARY ......................................................................................................................................................................... 1
RISK FACTORS................................................................................................................................................................ 13
EXCHANGE RATES......................................................................................................................................................... 15
RECENT DEVELOPMENTS............................................................................................................................................. 16
USE OF PROCEEDS ......................................................................................................................................................... 24
CAPITALIZATION ........................................................................................................................................................... 25
DESCRIPTION OF NOTES............................................................................................................................................... 26
FORM OF NOTES............................................................................................................................................................. 43
TAXATION....................................................................................................................................................................... 46
PLAN OF DISTRIBUTION ............................................................................................................................................... 51
TRANSFER RESTRICTIONS ........................................................................................................................................... 57
ENFORCEMENT OF CIVIL LIABILITIES ....................................................................................................................... 59
VALIDITY OF THE NOTES ............................................................................................................................................. 60
INDEPENDENT AUDITORS ............................................................................................................................................ 60
LISTING AND GENERAL INFORMATION..................................................................................................................... 61
In this offering memorandum, we use the terms "Gol", "Company", "we," "us" and "our" to refer to the Gol Linhas
Aéreas Inteligentes S.A., or GLAI, and its consolidated subsidiaries together, except where the context requires otherwise.
The term "VRG" refers to VRG Linhas Aéreas S.A., a wholly owned subsidiary of GLAI. All references to "Guarantors"
refer to GLAI and VRG, collectively.
The phrase "Brazilian government" refers to the federal government of the Federative Republic of Brazil, and the
term "Central Bank" refers to the Banco Central do Brasil, or the Central Bank of Brazil. The term "Brazil" refers to the
Federative Republic of Brazil. The terms "U.S. dollar" and "U.S. dollars" and the symbol "US$" refer to the legal currency of
the United States. The terms "real" and "reais" and the symbol "R$" refer to the legal currency of Brazil. "IFRS" refers to
the International Financial Reporting Standards issued by the International Accounting Standards Board, or IASB. "Brazilian
GAAP" refers to generally accepted accounting principles in Brazil, which are accounting principles derived from Law
No. 6,404 of December 15, 1976, as amended and supplemented, or the Brazilian corporation law and the rules of the CVM.
You should rely only on the information contained in this offering memorandum. We have not authorized anyone to
provide you with different information. Neither we nor the initial purchasers are making an offer of the notes in any
jurisdiction where the offer is not permitted.
We, having made all reasonable inquiries, confirm that the information contained in this offering memorandum with
regards to us is true and accurate in all material respects, that the opinions and intentions we express in this offering
memorandum are honestly held, and that there are no other facts the omission of which would make this offering
memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect. We accept responsibility accordingly.
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any notes
offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or
solicitation. Neither the delivery of this offering memorandum nor any sale made hereunder shall under any
circumstances imply that there has been no change in our affairs or that the information set forth in this offering
memorandum is correct as of any date subsequent to the date of this offering memorandum.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering of the
notes. We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the
i

notes offered by this offering memorandum. Banc of America Securities LLC, Citigroup Global Markets Inc., Banco Itaú
Europa, S.A.--London Branch and BB Securities Ltd. will act as initial purchasers with respect to the offering of the notes.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this offering memorandum and the purchase, offer or sale of the notes, and (2) obtain any
required consent, approval or permission for the purchase, offer or sale by you of the notes under the laws and regulations
applicable to you in force in any jurisdiction to which you are subject or in which you make such purchases, offers or sales,
and neither we nor the initial purchasers or their agents have any responsibility therefor. See "Transfer Restrictions" for
information concerning some of the transfer restrictions applicable to the notes.
You acknowledge that:
·
you have been afforded an opportunity to request from us, and to review, all additional information considered
by you to be necessary to verify the accuracy of, or to supplement, the information contained in this offering
memorandum;
·
you have not relied on the initial purchasers or their agents or any person affiliated with the initial purchasers or
their agents in connection with your investigation of the accuracy of such information or your investment
decision; and
·
no person has been authorized to give any information or to make any representation concerning us or the notes
other than those as set forth in this offering memorandum. If given or made, any such other information or
representation should not be relied upon as having been authorized by us, the initial purchasers or their agents.
In making an investment decision, you must rely on your own examination of our business and the terms of
this offering, including the merits and risks involved. The notes have not been recommended by any federal or state
securities commission or regulatory authority. Furthermore, these authorities have not confirmed the accuracy or
determined the adequacy of this offering memorandum. Neither the U.S. Securities and Exchange Commission, or
SEC, nor any state securities commission has approved or disapproved the offering of these securities or determined if
this offering memorandum is truthful or complete. Any representation to the contrary is a criminal offense.
This offering memorandum may only be used for the purpose for which it has been published. Neither the
initial purchasers nor their agents are making any representation or warranty as to the accuracy or completeness of
the information contained in this offering memorandum, and nothing contained in this offering memorandum is, or
shall be relied upon as, a promise or representation, whether as to the past or the future. Neither the initial
purchasers nor their agents have independently verified any of such information and assume no responsibility for the
accuracy or completeness of the information contained in this offering memorandum.
We and the initial purchasers reserve the right to reject any offer to purchase, in whole or in part, and for any reason,
the notes offered hereby. We and the initial purchasers also reserve the right to sell or place less than all of the notes offered
hereby.
See "Risk Factors" beginning on page 15 of this offering memorandum as well as the risk factors set forth in our
Annual Report on Form 20-F for the year ended December 31, 2009, which is incorporated by reference into this offering
memorandum, for a description of certain factors relating to an investment in the notes, including information about our
business. None of us, the initial purchasers nor any of our or their representatives is making any representation to you
regarding the legality of an investment by you under applicable legal investment or similar laws. You should consult with
your own advisors as to legal, tax, business, financial and related aspects of a purchase of the notes.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT, OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR
A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
ii

PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
No invitation whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for the
notes.
The notes were available initially only in book-entry form. The notes were issued in the form of one or more
registered global notes. The global notes were deposited with, or on behalf of, DTC, and registered in its name or in the name
of Cede & Co., its nominee. Beneficial interests in the global notes will be shown on, and transfers of beneficial interests in
the global notes will be effected through, records maintained by DTC and its participants. The Regulation S global notes
were deposited with the trustee as custodian for DTC, and beneficial interests in them may be held through the Euroclear,
Clearstream or other participants. After the initial issuance of the global notes, certificated notes may be issued in registered
form, which shall be in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000. See "Form of Notes"
for further discussion of these matters.
iii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The consolidated financial statements included in and incorporated by reference in this offering memorandum have
been prepared in accordance with IFRS in reais. For purposes of compliance with Brazilian law, we also prepare financial
statements under Brazilian GAAP.
We have translated some of the real amounts contained in this offering memorandum into U.S. dollars. The rate
used to translate such amounts was R$1.78 to US$1.00, which was the commercial rate for the purchase of U.S. dollars in
effect as of March 31, 2010, as reported by the Central Bank. The U.S. dollar equivalent information presented in this
offering memorandum is provided solely for the convenience of investors and should not be construed as implying that the
real amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See
"Exchange Rates" for more detailed information regarding the translation of reais into U.S. dollars.
We make statements in offering memorandum about our competitive position and market share in, and the market
size of, the Brazilian and international airline industry. We have made these statements on the basis of statistics and other
information from third-party sources, governmental agencies or industry or general publications that we believe are reliable.
Although we have no reason to believe any of this information or these reports are inaccurate in any material respect, we
have not independently verified the competitive position, market share, market size, market growth and other data provided
by third parties or by industry or general publications. We believe all industry and market data contained in this offering
memorandum is based upon the latest publicly available information as of the date of this offering memorandum.
Certain figures included in this offering memorandum have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
This offering memorandum contains terms relating to operating performance within the airline industry that are
defined as follows:
·
"Aircraft utilization" represents the average number of block hours operated per day per aircraft for the total
aircraft fleet.
·
"Available seat kilometers" or "ASK" represents the aircraft seating capacity multiplied by the number of
kilometers the seats are flown.
·
"Average stage length" represents the average number of kilometers flown per flight.
·
"Block hours" refers to the elapsed time between an aircraft's leaving an airport gate and arriving at an airport
gate.
·
"Breakeven load factor" is the passenger load factor that will result in passenger revenues being equal to
operating expenses.
·
"Load factor" represents the percentage of aircraft seating capacity that is actually utilized (calculated by
dividing revenue passenger kilometers by available seat kilometers).
·
"Operating expense per available seat kilometer" or "CASK" represents operating expenses divided by
available seat kilometers.
·
"Operating revenue per available seat kilometer" or "RASK" represents operating revenues divided by available
seat kilometers.
·
"Passenger revenue per available seat kilometer" represents passenger revenue divided by available seat
kilometers.
·
"Revenue passengers" represents the total number of paying passengers flown on all flight segments.
·
"Revenue passenger kilometers" or "RPK" represents the numbers of kilometers flown by revenue passengers.
·
"Yield per passenger kilometer" or "yield" represents the average amount one passenger pays to fly one
kilometer.
iv

WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as
amended, or the Exchange Act, and file periodic reports with the SEC. However, if at any time we cease to be a reporting
company under Section 13 or Section 15(d) of the Exchange Act, or are not exempt from reporting pursuant to Rule 12g3-
2(b) under the Exchange Act, we will be required to furnish to any holder of a note which is a "restricted security" (within the
meaning of Rule 144 under the Securities Act), or to any prospective purchaser thereof designated by such a holder, upon the
request of such holder or prospective purchaser, in connection with a transfer or proposed transfer of any such note pursuant
to Rule 144A under the Securities Act or otherwise, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.
We are subject to the informational requirements of the Exchange Act and, in accordance therewith, file reports and
other information with the SEC. Such reports and other information can be inspected and copied at the public references
facilities of the SEC at Room 1580, 100 F Street N.E., Washington, D.C. 20549. Copies of such material can also be obtained
at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street N.E., Washington, D.C. 20549. We
file materials with, and furnish material to, the SEC electronically using the EDGAR System. The SEC maintains an Internet
site that contains these materials at www.sec.gov. In addition, such reports and other information concerning us can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which our
equity securities are listed.
As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant
under the Exchange Act. For example, we are not required to prepare and issue quarterly reports, and we are exempt from the
Exchange Act rules regarding the provision and control of proxy statements and regarding short-swing profit reporting and
liability. However, we furnish our shareholders with annual reports containing financial statements audited by our
independent auditors and make available to our shareholders quarterly reports containing unaudited financial data for the first
three quarters of each fiscal year. We file quarterly financial statements with the SEC within two months of the end of the
first three quarters of our fiscal year, and we file annual reports on Form 20-F within the time period required by the SEC,
which is currently six months from December 31, the end of our fiscal year.
INCORPORATION BY REFERENCE
We incorporate herein by reference the documents listed below that we have filed and/or submitted to the SEC
which will be available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu):
·
Annual Report on Form 20-F for the year ended December 31, 2009;
·
Our Report on Form 6-K furnished May 6, 2010 (IFRS Interim Financial Statements);
·
Our Report on Form 6-K furnished June 8, 2010 (excluding "--Management Comments");
·
Our Report on Form 6-K furnished July 7, 2010 (excluding "--Management Comments");
·
Our Report on Form 6-K furnished August 3, 2010;
·
Our Report on Form 6-K furnished August 10, 2010 (excluding "--Comments on the Consolidated
Performance in the quarter");
·
Our Report on Form 6-K furnished September 8, 2010; and
·
Our Report on Form 6-K furnished October 6, 2010;
v

You may obtain a copy of these filings at no cost by writing or calling us at the following address:
Gol Linhas Aéreas Inteligentes S.A.
Praça Comte Linneu Gomes, S/N, Portaria 3,
Jardim Aeroporto
CEP: 04626-020, São Paulo, SP
Brazil
Telephone +55 11 2128-4000
Information contained on our website is not incorporated by reference in, and shall not be considered a part of, this
offering memorandum.
vi

FORWARD-LOOKING STATEMENTS
This offering memorandum includes forward-looking statements. We have based these forward-looking statements
largely on our current beliefs, expectations and projections about future events and financial trends affecting our business.
Many important factors, in addition to those discussed elsewhere in this offering memorandum, could cause our actual results
to differ substantially from those anticipated in our forward-looking statements, including, among other things:
·
general economic, political and business conditions in Brazil and in other South American markets we serve;
·
the effects of the global financial markets and economic crisis;
·
management's expectations and estimates concerning our future financial performance and financing plans and
programs;
·
our level of fixed obligations;
·
our capital expenditure plans;
·
our ability to obtain financing on acceptable terms;
·
inflation and fluctuations in the exchange rate of the real;
·
existing and future governmental regulations, including air traffic capacity controls;
·
increases in fuel costs, maintenance costs and insurance premiums;
·
changes in market prices, customer demand and preferences and competitive conditions;
·
cyclical and seasonal fluctuations in our operating results;
·
defects or mechanical problems with our aircraft;
·
our ability to successfully implement our strategy;
·
developments in the Brazilian civil aviation infrastructure, including air traffic control, airspace and airport
infrastructure, and
·
the risk factors discussed under "Risk Factors."
The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "expect" and similar
words are intended to identify forward-looking statements. Forward-looking statements include information concerning our
possible or assumed future results of operations, business strategies, financing plans, competitive position, industry
environment, potential growth opportunities, and the effects of future regulation and the effects of competition.
Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or
to revise any forward-looking statements after we distribute this offering memorandum because of new information, future
events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances
discussed in this offering memorandum might not occur and are not guarantees of future performance.
We undertake no obligation to publicly update any forward-looking statement, whether as a result of new
information, future events or otherwise.
vii

SUMMARY
This summary highlights information presented in greater detail elsewhere in this offering memorandum. This
summary is not complete and does not contain all the information you should consider before investing in the notes. You
should carefully read this entire offering memorandum before investing, including "Risk Factors" and our Annual Report on
Form 20-F for the year ended December 31, 2009, which is incorporated by reference in this offering memorandum and
which includes our consolidated financial statements and related notes. See "Introduction," "Presentation of Financial and
Other Information" and "Exchange Rates" in our Annual Report on Form 20-F for the year ended December 31, 2009 for
information regarding our consolidated financial statements, exchange rates, definitions of technical terms and other
introductory matters.
Our Business
Overview
We are one of the largest low-cost low-fare airlines in the world, based on passengers transported in 2009, and the
largest low-cost low-fare airline in Latin America, providing frequent service on routes connecting all of Brazil's major cities
and from Brazil to major cities in South America and select tourist destinations in the Caribbean. With our young and
standardized operating fleet of 108 Boeing 737 Next Generation (NG) aircraft, we serve the largest number of destinations of
any airline in the Brazilian air passenger transportation market.
Since the beginning of our operations in 2001, our affordable, reliable and simple service and our focus on markets
that were either underserved or did not have a lower-fare alternative have led to a strong awareness of our brand and a rapid
increase in our market share. We were the first company to successfully introduce low-cost carrier industry practices and
technologies in Latin America. We have a diversified revenue base, with customers ranging from business passengers to
leisure passengers traveling throughout Brazil and other South American and Caribbean destinations. Our strategy is to
increase the size of the market by attracting new passengers as well as to diversify our revenue portfolio through our
consolidated flight network, a modern aircraft fleet, targeted marketing and our loyalty program Smiles (the largest loyalty
program in Latin America with more than 6.8 million members and 160 partners), a variety of attractive ancillary businesses
such as our air cargo services (Gollog), and through a variety of payment mechanisms designed to make the purchase of our
tickets easier for customers in lower income classes. Passenger transportation revenues represented 90.6%, and ancillary
revenues represented 9.4%, of our net revenues of R$1.73 billion for the three-month period ended March 31, 2010.
As of March 31, 2010, we offered approximately 800 daily flights to 61 destinations connecting the most important
cities in Brazil as well as key destinations in Argentina, Bolivia, Curacao, Aruba, Chile, Colombia, Paraguay, Uruguay and
Venezuela. We strategically focus on the Brazilian and South American markets, and will continue to carefully evaluate
opportunities to continue growing by increasing the frequency of flights to our existing high-demand markets and adding new
routes in these markets (for example, in the Caribbean region), all of which can be reached with our Boeing 737 NG aircraft.
Financial and Operating Data Highlights
Three-month Period
Year Ended December 31,
Ended March 31,
2007
2008
2009
2009
2010
Passenger revenue per available seat kilometer (R$ cents) .............
13.3
14.3
13.3
14.5
14.0
Available seat kilometers--ASK (in thousands) ............................
34,349
41,107
39,988
9,548
11,172
Load factor (%) ............................................................................
66.0%
61.6%
65.2%
61.0%
71.8%
Yield per passenger kilometer (R$ cents) ......................................
20.1
23.3
20.3
23.8
19.5
Utilization rate (block hours per day) ............................................
13.8
12.1
11.6
11.3
13.0
Average operating fleet.................................................................
88.6
106.4
108.7
107.3
107.9
Operating revenue per available seat kilometer (R$ cents) .............
14.4
15.6
15.1
15.9
15.5
Operating expense per available seat kilometer (R$ cents).............
(14.36)
(15.80)
(14.0)
(14.8)
(13.8)
Net operating revenues (in millions of reais)..............................
4,941.0
6,406.2
6,025.4
1,517.0
1,729.8
Operating expenses (in millions of reais) ......................................
(4,931.1)
(6,494.8)
(5,612.1) (1,411.9)
(1,538.3)
Operating profit (loss) (in millions of reais) ...............................
9.9
(88.6)
413.3
105.1
191.4
Operating margin (%)(1)...............................................................
0.2%
(1.4)%
6.9%
6.9%
11.1%
Profit (loss) (in millions of reais).................................................
167.3
(1,239.3)
890.8
61.4
23.9
EBITDAR (in millions of reais)(2)...............................................
598.2
681.6
1,206.8
359.3
405.0
EBITDAR margin (%)(3) .............................................................
12.1%
10.6%
20.0%
23.7%
23.4%
Total debt (in millions of reais)....................................................
2,606.3
3,419.9
3,133.9
3,330.7
3,236.1
Total cash (in millions of reais)(4) ...............................................
1,393.5
591.6
1,441.7
394.6
1,496.1
Net debt (in millions of reais)(5) ..................................................
1,212.8
2,828.3
1,692.2
2,936.1
1,740.0
Total debt/EBITDAR(2)(6)...........................................................
4.4x
5.0x
2.6x
4.2x
2.6x
1

Net debt/EBITDAR(2)(5)(6).........................................................
2.0x
4.1x
1.4x
3.7x
1.4x
(1)
Operating profit (loss) divided by net operating revenues.
(2)
EBITDAR (earnings before interest, taxes, depreciation, amortization and rent) is a non-GAAP measure and is
presented as supplemental information because we believe it is a useful indicator of our operating performance for
our investors. We usually present EBITDAR because aircraft leasing represents a significant operating expense of
our business, and we believe the impact of this expense should be considered in addition to the impact of
depreciation and amortization. However this figure should not be considered in isolation, as a substitute for net
income in accordance with IFRS and Brazilian GAAP, or as a measure of a company's profitability. In addition, our
calculations may not be comparable to other similarly titled measures of other companies. We believe that
EBITDAR, equivalent to EBITDA (earnings before interest, taxes, depreciation and amortization) before expenses
from aircraft leasing (denominated in dollars) is a useful indicator of airline operating performance. A substantial
amount of aircraft are leased, representing a material cost item. EBITDAR therefore indicates the capacity to cover
such costs, as well as facilitating comparisons with other companies in the sector. For a reconciliation of EBITDAR
to our net income, see "Summary Financial and Other Information."
(3)
EBITDAR divided by net operating revenues.
(4)
Total cash comprised of cash and cash equivalents, restricted cash and short-term investments.
(5)
Total debt less cash and cash equivalents.
(6)
For the three month period ended March 31, 2009 and 2010, the calculation considered the EBITDAR for the
previous twelve months.
Our Competitive Strengths
We Have a Strong Market Position Supported by Slots at the Most Important Airports in Brazil. Since the VRG
acquisition, we have been the carrier with the most flights connecting the busiest airports in Brazil: Congonhas (São Paulo),
Santos Dumont and Galeão (Rio de Janeiro), Juscelino Kubitschek (Brasília), Confins (Belo Horizonte), Salvador (Bahia),
Porto Alegre (Rio Grande do Sul), Recife (Pernambuco) and Curitiba (Paraná). Routes between these airports are among the
most profitable routes in our markets, with higher yields achieved mostly from business travelers. In Congonhas, an airport
with slot restrictions, we were the leading airline in terms of the number of departures in 2009.
We Have a Strong Brand Recognition. We believe that the Gol brand has become synonymous with innovation
and value in the Brazilian airline industry. Our customers identify Gol as being safe, accessible, friendly, fair, intelligent and
reliable and distinguish Gol in Brazil's domestic airline industry on the basis of its modern and simplified approach to air
travel services. Our Smiles, Gollog and Voe Fácil brands give us valuable customer recognition in various businesses and
create a tool for brand diversification for us. Our Varig brand is widely known in the Brazilian and Latin American markets
in which we operate.
We Keep Our Operating Costs Low. Our operating expense per available seat kilometer (CASK) for the year ended
December 31, 2009 and for the three months period ended March 31, 2010 was R$14.0 cent and R$13.8 cents, respectively.
We believe that our CASK for the year ended December 31, 2009, adjusted for the average number of kilometers flown per
flight, was the lowest in our domestic market and one of the lowest among international low-cost carriers, based upon our
analysis of data collected from publicly available information. Our business model is based on innovation and best practices
adopted to improve our operating efficiency, including:
·
Operation of a young and standardized fleet. At March 31, 2010, our operating fleet of 108 Boeing 737 NG
aircraft was one of Latin America's largest and youngest fleets, with an average age of 5.8 years. We plan to
continue operating a fleet exclusively comprised of Boeing 737-800 and 737-700 NG aircraft. Having a
standardized fleet reduces inventory costs, as it requires fewer spare parts, and reduces the need to train our
pilots to operate different types of aircraft. It also simplifies our maintenance and operations processes. From
our original 94 firm purchase orders and 36 options placed in December 2008, we had 86 firm purchase orders
remaining as of March 31, 2010, to be delivered until 2016, and purchase options for 40 additional Boeing 737
NG aircraft. We expect to be able to further decrease the age of our fleet, and therefore increase efficiency and
better control maintenance costs. We expect to have our six remaining Boeing 737-300 aircraft returned during
the remainder of 2010, particularly in the second quarter of 2010 in accordance with our scheduled plans. We
are in the process of returning our six remaining Boeing 767 aircraft and until we are able to return these aircraft
we will continue to assign them to revenue generating uses, such as subleases and charters, to partially offset
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