Obligation Gol Linhas Aereas Intelligentes 10.75% ( USP98079AB59 ) en USD

Gol Linhas Aereas Intelligentes

87 % ⇌

Bresil

USP98079AB59 ( en USD )

10.75% par an ( paiement semestriel )

12/02/2023 - Obligation échue

Prospectus brochure de l'obligation Gol Linhas Aereas Intelligentes USP98079AB59 en USD 10.75%, échue

200 000 USD

200 000 000 USD

P98079AB5

N/A

L'Obligation émise par Gol Linhas Aereas Intelligentes ( Bresil ) , en USD, avec le code ISIN USP98079AB59, paye un coupon de 10.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/02/2023

O F F E R I N G M E M O R A N D U M

US$ 200,000,000

VRG Linhas Aéreas S.A.
10.750% Senior Notes Due 2023
Unconditionally Guaranteed by Gol Linhas Aéreas Inteligentes S.A.

VRG Linhas Aéreas S.A., or the Issuer, is offering an aggregate principal amount of US$ 200,000,000 of 10.750%
guaranteed senior notes due February 12, 2023, or the notes. Interest on the notes accrues at a rate of 10.750% per annum
and will be payable semi-annually in arrears on February 12 and August 12, commencing on August 12, 2013. Unless
previously redeemed or purchased and in each case cancelled, the notes will mature on February 12, 2023.
The notes are the Issuer's senior, unsecured, general obligations and rank pari passu in right of payment with all of its
existing and future senior, unsecured, general obligations. Gol Linhas Aéreas Inteligentes S.A., or the Guarantor,
unconditionally guarantees on a senior unsecured basis, all of the Issuer's obligations pursuant to the notes. The guarantee
ranks pari passu in right of payment with the other unsecured unsubordinated indebtedness and guarantees of the Guarantor.
The notes are effectively junior to the Issuer's and the Guarantor's secured debt to the extent of the assets and properties
securing such debts.
The Issuer may redeem the notes, in whole or in part, at any time on or after February 12, 2018 at the applicable
redemption prices set forth in this offering memorandum together with accrued and unpaid interest, if any. 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 were issued only in registered form in minimum denominations of US$200,000 and integral
multiples of US$1,000 in excess thereof.
An investment in the notes involves risks. See "Risk Factors" beginning on page 13 for a discussion of certain
risks you should consider in connection with an investment in the notes.
Issue Price: 98.506% plus accrued interest, if any, from February 12, 2013.
The notes (and guarantee) 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 February 12, 2013.

BB Securities
BofA Merrill Lynch
Bradesco BBI
Citigroup

Offering Memorandum dated March 11, 2013.

TABLE OF CONTENTS
Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION...................................................................................... iv
WHERE YOU CAN FIND MORE INFORMATION................................................................................................................ vi
INCORPORATION BY REFERENCE ..................................................................................................................................... vi
FORWARD-LOOKING STATEMENTS ................................................................................................................................ viii
SUMMARY................................................................................................................................................................................. 1
THE OFFERING ......................................................................................................................................................................... 7
SUMMARY FINANCIAL AND OTHER INFORMATION.................................................................................................... 10
RISK FACTORS ....................................................................................................................................................................... 13
EXCHANGE RATES................................................................................................................................................................ 15
RECENT DEVELOPMENTS ................................................................................................................................................... 16
USE OF PROCEEDS ................................................................................................................................................................ 28
CAPITALIZATION .................................................................................................................................................................. 29
DESCRIPTION OF NOTES ..................................................................................................................................................... 30
FORM OF NOTES .................................................................................................................................................................... 47
TAXATION............................................................................................................................................................................... 50
CERTAIN ERISA CONSIDERATIONS .................................................................................................................................. 56
PLAN OF DISTRIBUTION...................................................................................................................................................... 58
TRANSFER RESTRICTIONS.................................................................................................................................................. 62
ENFORCEMENT OF CIVIL LIABILITIES ............................................................................................................................ 64
VALIDITY OF THE NOTES.................................................................................................................................................... 65
INDEPENDENT AUDITORS .................................................................................................................................................. 65
LISTING AND GENERAL INFORMATION.......................................................................................................................... 66
INDEX TO THE FINANCIAL STATEMENTS......................................................................................................................F-1
ANNEX A: 2011 ANNUAL FINANCIAL STATEMENTS OF THE ISSUER ..................................................................... A-1
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.
All references to "Guarantor" refer to GLAI. The terms "VRG" and "Issuer" refer to VRG Linhas Aéreas S.A., a wholly
owned subsidiary of GLAI.
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 accounting practices adopted in Brazil, which include those accounting guidelines established in Brazilian
corporation law (Law No. 6,404/76, as amended), which sets forth the accounting method required to be followed by
Brazilian corporations and the changes introduced by Law No. 11,638/07 and Law No. 11,941/09, as amended, or the
Brazilian Corporate Law, as well as the Pronouncements, Instructions and Interpretations issued by the Accounting
Pronouncements Committee, or CPC, approved by the Brazilian Securities and Exchange Commission, or 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
regard to us is true and accurate in all material respects, that the opinions and intentions we express in this offering
i

memorandum are honestly held, and that there are no other facts, which if omitted 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 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 notes offered
by this offering memorandum. BB Securities Limited, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banco Bradesco
BBI S.A., and Citigroup Global Markets Inc. 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 prepared. 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.
The notes may not be purchased or held by (i) any plan, program or arrangement subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") or comparable provisions of any federal, state, local or non-U.S. law or (ii) any person acting on behalf of or using
ii

the assets of any such plan, program or arrangement, unless such purchase and holding is covered by the exemptive relief
provided by (i) Prohibited Transaction Class Exemption ("PTCE") 96-23, 95-60, 91-38, 90-1 or 84-14,
(ii) Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code, or (iii) another applicable exemption. Any purchaser
or holder of notes or any interest therein will be deemed to have represented by its purchase or holding thereof that either
(i) it is not a plan, program or arrangement subject to ERISA, Section 4975 of the Code or substantially similar provisions of
any federal, state local or non-U.S. law and it is not purchasing securities on behalf of or using the assets of any such plan,
program or arrangement or (ii) such purchase and holding and any subsequent disposition of such notes is covered by the
exemptive relief provided by (i) PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, (ii) Section 408(b)(17) of ERISA or
Section 4975(d)(20) of the Code, or (iii) another applicable exemption. Prospective purchasers must carefully consider the
restrictions on purchase set forth in "Transfer Restrictions" and "Certain ERISA Considerations."

See "Risk Factors" beginning on page 13 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, 2011, 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
PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

The notes are 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 are shown on, and transfers of beneficial interests in the
global notes will be effected through, records maintained by DTC and its participants. We expect the Regulation S global
notes, if any, to be deposited with the trustee as custodian for DTC, and beneficial interests in them may be held through the
Euroclear, Clearstream or other participants. See "Form of Notes" for further discussion of these matters.
iii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Our audited consolidated statements of financial position as of December 31, 2011, 2010 and 2009, and the related
consolidated statements of income, comprehensive income, changes in equity and cash flow and for each of the three years
ended December 31, 2011, which are incorporated by reference in this offering memorandum from our Annual Report on
Form 20-F for the year ended December 31, 2011, have been prepared in reais and in accordance with IFRS, as issued by
IASB.
Our unaudited consolidated interim financial information as of and for the nine-month periods ended September 30,
2012 and 2011, which are included elsewhere herein, have been prepared in reais and in accordance with technical
pronouncement CPC 21 Interim Financial Reporting and IAS 34 Interim Financial Reporting, issued by IASB, as well as
the presentation of such information in accordance with the standards issued by the CVM.
The operating results of Webjet Linhas Aéreas S.A., or Webjet, are consolidated in our financial statements as from
October 3, 2011. All information in this offering memorandum reflects the acquisition of Webjet as from such date, unless
otherwise indicated.
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$2.031 to US$1.00, which was the commercial rate for the purchase of U.S. dollars in effect as
of September 30, 2012, 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. Furthermore,
information derived from financial statements have been translated into U.S. dollars for convenience purpose only, and as
such, the criteria used did not followed the criteria established in International Accounting Standard, which we refer to as
"IAS," No. 21, "The Effects of Changes in Foreign Exchange Rates." See "Exchange Rates" for more detailed information
regarding the translation of reais into U.S. dollars.
We make statements in this offering memorandum about our competitive position and market share in, and the market
size of, the Brazilian and international airline industries. We have made these statements on the basis of statistical 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 in 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
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.
iv

"Operating expense excluding fuel expense per available seat kilometer" or "CASK - ex fuel" represents operating
expenses less fuel expense 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.
v

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 a free translation of our quarterly reports (Form ITR as filed
with CVM) containing unaudited financial data for the first three quarters of each fiscal year, which is furnished to the SEC
under Form 6-K. We furnish quarterly financial statements with the SEC within two months of the end of each 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.
INCORPORATION BY REFERENCE
We incorporate herein by reference the documents listed below that we have filed and/or submitted to the SEC,
which will also be available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu):
Our Annual Report on Form 20-F for the year ended December 31, 2011, as filed with the SEC on April 11, 2012, or
the 2011 20-F, except that we do not incorporate by reference the selected financial information for the years ended
December 31, 2008 and 2007, included in "Item 3.--Key Information--A. Selected Financial Data" therein, which
information is not deemed to be part of this offering memorandum and you expressly acknowledge that you will not
rely on that information;
Our Report on Form 6-K furnished to the SEC on November 14, 2012, relating to operational information for the
month of October 2012;
Our Report on Form 6-K furnished to the SEC on December 21, 2012, relating to operational information for the
month of November 2012; and
Our Report on Form 6-K furnished to the SEC on January 22, 2013, relating to operational information for the month
of December 2012.
vi

You may obtain a copy of these filings at no cost by writing us at the following address or calling us at the number
below.
Gol Linhas Aéreas Inteligentes S.A.
Praça Comte Linneu Gomes, S/N, Portaria 3,
CEP: 04626-020, São Paulo, SP, Brazil
Telephone +55 11 2128-4000
We will, at the office of the Luxembourg paying agent listed below, provide, without charge, a copy of this offering
memorandum and a copy of any or all of the documents incorporated herein by reference, where such documents will be
available free of charge to any interested person.

The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building Polaris
2-4 rue Eugène Ruppert
Luxembourg
Information contained on our website is not incorporated by reference in, and shall not be considered a part of, this
offering memorandum.
vii

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, U.S. and Caribbean
markets we serve;
the effects of global financial markets and economic crises;
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 guarantee 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.
viii

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, 2011, which is incorporated by reference in this offering memorandum and
which includes our audited consolidated financial statements and related notes, and our unaudited consolidated interim
financial information (ITR) as of and for the nine-month periods ended September 30, 2012 and 2011, included elsewhere
herein. See "Introduction," "Presentation of Financial and Other Data" and "Item 3.A. Selected Financial DataExchange
Rates" in our Annual Report on Form 20-F for the year ended December 31, 2011, for information regarding our
consolidated financial statements, exchange rates, definitions of technical terms and other introductory matters.
Overview
We are one of the largest low-cost carriers in the world, according to the International Air Transport Association, or
IATA, in terms of passengers transported in the first nine months of 2012, and the largest low-cost carrier in Latin America.
We provide frequent service on routes connecting all of Brazil's major cities and from Brazil to major cities in South
America and selected tourist destinations in the Caribbean and the U.S. With our young and standardized operating fleet of
127 Boeing 737-700/800s, or Boeing 737 aircraft, we serve the most comprehensive network 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, other South American countries and select destinations in the Caribbean and
the U.S. Our strategy is to increase our market share by attracting new passengers and business travelers as well as to
diversify our revenue portfolio through our consolidated flight network, a modern aircraft fleet, targeted marketing and our
loyalty program Smiles (one of the largest loyalty programs in Latin America with more than 8.9 million members and more
than 150 partners, as of September 30, 2012), a variety of attractive ancillary businesses (cargo and other) such as our air
cargo services (Gollog), and various payment mechanisms designed to make the purchase of our tickets easier for customers
in lower income classes. Passenger transportation revenues represented 88.3% and ancillary revenues represented 11.7% of
our net revenues of R$5,984 million for the nine-month period ended September 30, 2012.
As of the date of this offering memorandum, we offer approximately 900 daily flights to 65 destinations connecting the
most important cities in Brazil as well as key destinations in Argentina, Bolivia, Paraguay, Uruguay, Venezuela, the U.S. and
the Caribbean region. 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 to new markets with high potential (for example, in the U.S. and Caribbean region), all of which can be
reached with our Boeing 737 Next Generation (NG) aircraft.
Financial and Operating Data Highlights
Nine-month Period
Operating Data
Year Ended December 31,
Ended September 30,

2009
2010
2011
2011
2012
Passenger revenue per available seat kilometer (R$ cents)........
13.1
13.7
13.4 13.1
13.4
Available seat kilometers--ASK (in million)............................
40,355
45,937 50,127 35,989
39,482
Load factor (%)..........................................................................
63.6%
66.7%
68.7% 69.7%
70.4%
Yield per passenger kilometer (R$ cents) ..................................
20.7
20.5
19.5 18.8
19.0
Utilization rate (block-hours per day)........................................
11.6
12.9
13.0 13.4
12.2
Average operating fleet..............................................................
108.7
112.3
133.6 110.3
132.8
Operating revenue per available seat kilometer (R$ cents)........
14.9
15.2
15.0 14.7
15.2
Operating expense per available seat kilometer (R$ cents)........
13.9
13.7
15.5 15.3
16.5

1