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l"{)(if**H?:C~f:n(;('** (PUBLIC VERSION) July 5, 2011
BY HAND DELIVERY Ms. Renee V. Wright Program Manager, Docket Operations, U.S. Department ofTransportation West Building Ground Floor, Room W12-140 1200 New Jersey Avenue, SE Washington, DC 20590 Re: Joint Motion ofAirCanada,I Austrian, British Midland, Continental, Lufthansa,2 LOT, SAS, Swiss, TAP and United, Docket DOT-OST-2008-0234

- Response to Order2011-6-5 Requesting Additional Information DearMs. Wright: In response to Order 2011-6-15 inthe above-referenced proceeding, enclosed are an original and three copies of: (i) the responses to the Department's clarification questions; (ii) the index ofthe supplemental documentproduction submitted (on a confidential basis) inresponse to the Department's documentrequest; and (iii) the privilege log identifying and describing any withheld documents. The above-referenced documents listed onthe index referenced as item (ii) above are confidential business information and arebeingprovided under seal in boxes marked "Confidential Treatment Requested Under § 302.12," consistent with the Department's Rule 12 procedures. The Joint Movants hereby incorporate by reference theirpendingJoint Motion for Confidential Treatmentfiled onApril 21, 2011, and request confidential treatment for the supplemental documents produced herewith, for all ofthe reasons set forth inthe JointMotion for Confidential Treatment. In addition, the Joint Movants note that only counsel and outside experts for interestedpartiesthat file a new confidentiality affidavit pursuant to the Department's Notice and Orderfiled April 29, 2011 in this docket shall be granted interim access to

Common names are used for airlines. Lufthansa submitted this motion on behalfofitselfand Brussels Airlines. Brussels Airlines is now under Lufthansa's effective control and the European Commission has approved Lufthansa's acquisition ofall ofthe Brussels Airlines shares. See the EC Commission Decision of22 June 2009 (Case No. COMPiM.5335

- LufthansalSN Airholding), at 5. Brussels Airlines should be considered as a separate party amongthe Joint Movants to the extent necessary to comply with the Department's Regulations, however.

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(PUBLIC VERSION) Ms. Renee V. Wright June 30, 201 I Page 2 confidential submissions subject to the above-referenced Joint Motion for Confidential Treatment. The Joint Movants request that the Department promptly issue an order finding the record to be substantially complete and setting forth a procedural schedule for comments and other such responsive pleadings necessary for the Department to act on the JointMotion. Respectfully submitted,

ArthurJ. Molins Lufthansa German Airlines General Counsel North America

Enclosures
cc: All Parties onthe Attached Service List Todd M. Homan Peter Irvine"

INDEX TO EXHIBITS
TITLE Responses to Clarification Questions Shareholdership ofSNAH as ofJanuary 10, 2011 Board and Committee Composition for SNAH as ofJune 8, 2011 Indexto Confidential Documents Privilege Log EXHIBIT Exhibit A Exhibit B Exhibit C
ExhibitD Exhibit EEXHIBIT A

### RESPONSES TO CLARIFICATION QUESTIONS
1. Provide the names andprincipal business of allpersons holding orpotentially holding (e.g., by exercisingoptions) an equity interest in SNAHandSN See Exhibit B.

a. State the amount of stockheldby class or series, andthepercentage of each type of stockownedorpotentially ownedby each suchperson. See Exhibit B. b. 

### If anysuchperson is apartnership or corporation, provide the identity (as noted above) of eachpartner or eachperson holding 10percentor more of the stockof the corporation. 

### If any shares are held for the benefit of another, identify the beneficial owners. SeeExhibit B.
c. Discuss anypotential changes to the equitystructure ofSNAHor SNby virtue of warrants, options, swaps, calls, puts, or other instruments or mechanisms, and provide copies all instrumentspertaining to such transactions. See Article 10 ofthe Acquisition Agreement between SN Airholding SAINA and Deutsche LufthansaAG dated September 15,2008 ("LH Acquisition Agreement"), listed on the index attached as Exhibit D. There are no other option rights or other ofthe above-mentioned instruments in place. 2. Describe each class orseries of stock issuedandauthorizedbySNAH Such description shouldinclude:

a. The number of shares authorized; Not applicable. Belgian corporate law does not have the concept of"authorized shares." b. The number of shares issued; There are 3,179,873 registered shares.

c. Convertibility into other classes orseries of srock; Not applicable. d Representation on the boardof directors;See Exhibit C.



### e. Other voting rights; See Article 2.2 ofSchedule 7 to the LH Acquisition Agreement, listed on the index attached as Exhibit D. 

## f Receipt of dividends; See Article 8 ofSchedule 7 to the LH Acquisition Agreement, listed on the index attached as Exhibit d. 

### g. Consequences offailure topaysuch dividends; and Not applicable. 

### h. Liquidationpreferences. Not applicable. 

### 3. Provide additional detailed explanation to support the statements onpages 10 and 11 of the JointMotion, specifically addressing:
a. The extent to which Austrian, British Midland, andSwissparticipate in thejoint venture todayandhowfhe coordination between those affiliates andthe members of thejoint venture works inpractice; Austrian, British Midland, and Swiss have been designated by Lufthansa to participate in the A++Agreement as "controlled entities" affiliated with Lufthansa. Under the terms ofthe A++ Agreement, these three carriers are not considered to be independentparties to the Agreement, but rather, along with Lufthansa, constitute a single party to the Agreement. Lufthansa is responsible for ensuring the full implementation ofthe Agreement's provisions by the other three carriers, which are subjectto all ofthe Agreement's governing, commercial and other decision making requirements and procedmes. ByJuly 1,2011, Austrian, British Midland, and Swiss are expected to begin selling tickets withpricing and sales coordinatedunder the terms ofthe A++ Agreement and to participate in the Agreement's revenue sharing formula for services and itineraries within the scope ofthe A++jointventure. Going forward, the carriers' services within the scope ofthe jointventure will bejointlyplanned and coordinated as part ofthe A++ network. Thus, the fare and service offerings ofAustrian, BritishMidland, and Swiss on routes covered by the A++ Agreement will be coordinated under the decision making procedmes established under the Agreement so as to ensure metal neutrality withrespect to services operated by these three carriers as well as those ofLufthansa, Air Canada, ContinentallUnited. 

### b. The specific benefits thatyou expect to achievefrom the inclusion ofSN

- i.e., the business casefor SN's inclusion;

2The inclusion ofBrussels Airlines in the immunized A++jointventure will expand significantly the scope and density ofthe A++ network, particularly with respect to services between Brussels Airlines' Brussels hub and points in Africa.

• The inclusion ofBrussels Airlines in the A++joint venture network will add 2,258 new city pairs involving a U.S. point and the A++ network, including four European cities and II cities in Africa where no A++ or other immunized Star Alliance carrier flies todayY

• The addition ofBrussels as a European hub gateway on the A++ network will increase the competitiveness ofA++ by providing for increased (and more convenient) travel options for travellers onNorth America-Europe and North America-Africa routings.
o Increased A++jointventure traffic flows overBrussels Airlines' Brussels hub will increase the commercial viability ofUnited's, Continental's, and Air Canada's existing nonstop transatlantic services to Brussels.
o The A++ partners anticipate that the addition ofBrussels to theirjoint venture network will enhance their ability to compete for travellers now using competitors' services on connecting North America-Europe and North America-Africaroutings.

• Brussels Airlines is a cornerstone ofthe A++ carriers' strategy for increasing thejoint venture's competitiveness in NorthAmerica-Africa markets.
o Competing alliances andjointventures (particularly Skyteam) currently provide more nonstop and connecting services inNorth America-Africa city pairs than do the A

### ++ partners.
o Brussels Airlines currently flies to 11 African cities not served by any other A

### ++ (or immunized StarAlliance) carrier.
o Theinclusion ofBrussels Airlines in the immunized A++jointventure network will enable the A++partners to compete more effectively on North America-Africa routings, adding 1,618 newimmunized U.S.-Africa connecting city pairs to the A

### ++ network. The inclusion ofBrussels Airlines in the immunized A++jointventure will enable Brussels Airlines to be included inthe following activities designed to enhance metal neutrality and the overall competitiveness ofthejoint**ventur~:Y**

Jj Joint Motion, Apr. 21, 2011, at 5. Brussels Airlines also will add a total of5,090 new global city pairs to the immunized Star Alliance network. As the Department has recognized, once antitrust immunity is granted for implementation ofa metal-neutral joint venlure, the immunized partners "become indifferent as to which ofthem collects the revenue or operates the aircraft over a given itinerary" and are "able to focus their efforts on gaining the customer's business by providing the best available fare, schedule and routing." Order 2009-7-10 at 15. 3• Joint NetworkPlanning: Integrated flight planning and scheduling and the coordination of capacity have enabled the A++ caniers to maximize connectivity across theirjoint network and increase aircraft utilization. Once Brussels Airlines becomes a participant in the A++joint venture, the A++ partners will be able to plan on ajoint basis to integrate Brussels Airlines' existing network into the A++ network, thereby both improving connections between the A++ partners that operate nonstop transatlantic service at Brussels and the network ofservices Brussels Airlines operates beyondBrussels, and expanding the A++ network to include additional points in Europe and Africa. The Joint Movants and Brussels Airlines anticipate that the additional traffic flows they will be able to provide Brussels Airlines over its Brussels hub will enhance the commercial viability of Brussels Airlines' existing Brussels-Africa services and potentially enable Brussels Airlines to expand service to additional points (particularly to cities in Africa for which there is insufficient demand for nonstop service from the United States). Similarly (as noted above), increased traffic flows oyer Brussels resulting from integrated flight planning and scheduling with Brussels Airlines will increase the commercial viability of United's, Continental's, and Air Canada's existing transatlantic services at Brussels and may facilitate the introduction ofadditional U.S.-Brussels nonstop service in thc future.

• Pricing andRevenueManagement: The inclusion ofBrussels Airlines in the A++ revenue pool andjointpricing and revenue management activities will result in a reduction or elimination ofdouble marginalization on connecting itineraries overBrussels, enabling the A++ partners to price their connecting services more competitively and thereby stimulate increased demand for their services, particularly inNorthAmerica-Africa markets.

• Joint Sales andMarketing: The addition ofBrussels Airlines to A++joint sales and marketing activities will increase the effectiveness ofthose activities, particularly for Belgium and Africa point-of-sale customers for whom Brussels Airlines will playakey role in thejoint venture's sales and marketing efforts.

• Corporate Contracts: The inclusion ofBrussels Airlines in A++ corporate contracts will further increase the attractiveness ofsuch contracts to existing and potential corporate customers, particularly those with business interests in Africa. I3russels Airlines' participation in A++ corporate contracts should enable thejointventure to compete more effectively with other carriers and alliances for business travel to and from Africa.

• Airports: Once Brussels Airlines becomes an A++ participant, the A++ carriers will include Brussels among the hub airports where they are working to improve passenger and baggage procedures to support and enhance seamless travel for customers. This 

### will include, inter alia, improved through check-in, auto-checking oftravel documents and APIS processes, as well as improved ticketing helpdesk communications at I3russels Airport. All ofthese efforts will be designed to improve the quality ofthejoint venture's connecting services overBrussels, thereby increasing the competitiveness ofA++ services vis-a-vis other caniers and alliances.

• FFP andPassenger Upgrades: The inclusion ofBrussels Airlines inA++ will enable Brussels Airlines to engage in enhanced FFP cooperation with the existing A++ carriers 

### 4(e.g., efforts to implement FFP metal-neutral accrual schemes) and to participate in A++ metal-neutral passenger upgrade programs. Broadening the scope ofthe immunized A++ network over which such enhanced cooperation will take place should enhance the value ofthese programs to passengers and the overall competitive position ofthe A++joint ventme. Brussels Airlines' entry into A++ will enable the A++joint venture partners to achieve cost savings and increased operating efficiencies. For example, the addition ofBrussels Airlines will enable the existing A++ partners to significantly expand thejoint ventme's network without incurring the costs that would be associated with the introduction oftheir own new flights on routes currently served by Brussels Airlines (to the extent such new flights might evenbe economically viable absent Brussels Airlines' participation in the immunized alliance). Importantly, the cost savings will notbe limited to the flights themselves, but will also extend to the marketing and sales efforts undertaken by Brussels Airlines on behalfofthejoint venture. These benefits should be particularly apparent, for example, with respect to points in Africa that only Brussels Airlines serves. Moreover, and as noted above, immunizedjointventure cooperation with Brussels Airlines (e.g., revenue pooling,joint route planning and scheduling, joint pricing) should lead to an increase in A++ traffic flows over Brussels Airlines' Brussels hub, increasing load factors on existing United, Continental, and Air Canada transatlantic flights to/from Brussels, and thereby reducing the carriers' unit costs onthese services. For its part, Brussels Airlines will derive significant benefits from its participation in A++ and the immunized Star Alliance. Brussels Airlines is a relatively small carrier that does not operate any transatlantic flights. Participation in A++ will generate a substantial volume of additional connecting traffic to support Brussels Airlines' flights, thereby enhancing the viability ofBrussels Airlines' existing services and strengthening the carrier's ability to add new services, including direct services to and from the United States. Thus, participation in the immunized alliance will strengthen Brussels Airlines' overall financial position and mayhelp the carrier to manage market cycles, including periods ofsofter demand. Participation in A++ will enable Brussels Airlines to offer its passengers service across the entire A++ network on flights operated by the other A++ participants. Brussels Airlines also will derive efficiency benefits from its participation in A++in tem1S ofroute and scheduling planning, pricing, and procurement. In addition, it is clear that withoutparticipation in the A++jointventure and the benefits that the joint venture provides to Brussels Airlines and its customers, there is little likelihood that Brussels Airlines would commence operations to the U.S., thus depriving the travelling public with direct access to the Brussels Airlines network in Europe and Africa.



### c. The competitive andcommercial effects of continuing to exclude SN fromjoint venture cooperation, including the impact on thejoint venture's statedgoal of metal neutrality. The most obvious commercial and competitive effect associated with Brussels Airlines' exclusion from A++ would be the continuation ofa notable gap in the A++ route network serving Africa. This might benefit competitors, which would not have to face the increased competition that would result from the addition ofBrussels Airlines to the A++joint venture, but would deprive consumers ofthe benefits ofsuch increased competition. Those benefits include:
5• Fare Reduction Benefits: passengers will benefit from lower fares due to Brussels Airlines' inclusion in A++ revenue pooling,joint pricing, and other corejoint venture activities. The Departmenthas found that metal-neutraljointventure cooperation can enable carriers to substantially reduce or eliminate double marginalization in the pricing ofservicesY The Joint Movants and Brussels Airlines expect to generate such fare-reduction benefits with respect to itineraries involving connections between United/Continental/Air Canada transatlantic flights and flights operated by Brussels Airlines between its Brussels hub and points in Europe and Africa.

• NetworkExtension Benefits: as noted above, the addition ofBrussels Airlines to the A

### ++ jointventure's network will enable thejointventure to serve many new cities, offering new online service, with the potential for thejointventure to add new routes and expand capacity on some existing routes as the carriers will acrueve greater economies ofdensity (from carrying more passengers per flight) and superior utilization ofequipment, facilities, and personnel.

• EnhancedInter-Gateway andInter-Alliance Competition: consumers will benefit from the increase in competition generated by adding another European hub (at Brussels) to the A++jointventure's network, thereby increasing inter-gateway and inter-alliance competition (e.g., competition with Skyteam and oneworld connecting services to Africa offered atParis and London, respectively).

• Improved Quality of Service: the expansion ofthe A++jointventure's network will enable thejoint venture to offer consumers a wider range ofalternative routings, increased connecting service options, reduced travel times, shorter connecting times, as well as new fare products, and broader coverage ofA++ corporate contracts and travel agency incentive programs.lI The case for approval ofthe Joint Motion is particularly compelling because the addition ofBrusselsAirlines to the A++jointventure and the immunized StarAlliance nctwork is a true end-to-end combination ofnetworks. Brussels Airlines does not operate any transatlantic flights. Thus, all ofthe benefits described above can be achieved without any reduction in actual competition.

1I See, e.g., Order2010-10-4 at 13; Order 2009·7·10 at 15; see also Joint Response ofANA, Continental. and United to Order 2010-4·9, May 14,2010, AppendixA (A. Jorge Padilla, C. McSorley & U. Haegler, "An economic analysis ofthe efficiencies from the creation ofthe proposed PacificJoint Venture, May 12,2010) (Docket DOTOST-2010-0059) at 9-11 & AnnexA (estimating that immunizedjoint venture cooperation would result in fare reductions for connecting passengers of 13-20% due to the reduction or elimination ofdouble marginalization). 11 See Joint Response ofANA, Continental, and United to Order2010-4-9, May 14,2010, Appendix A CA. Jorge Padilla, C. McSorley & U. Haegler, "An economic analysis ofthe efficiencies from the creation ofthe proposed Pacific Joint Venture, May 12, 2010) (DocketDOT-OST-201 0-0059) (quantitying the value to consumers of"quality ofservice" benefits ofimmunizedjointventure cooperation, including reductions in overall travel times, reductions in layover times due to greater frequency and better timing ofcOlJl1ections, schedule delay reductions, increased customerchoice offlights and itineraries due to the availability ofadditional metal-neutral "flight bundles" or schedule options overthejointventure network, and enhanced frequent flyer reciprocity and airport lounge access benefits). 6Brussels Airlines' exclusion from A++ inevitably would undennine the A++ Agreement's objective ofmetal neutrality, at least with respect to cooperationwith Brussels Airlines. Due to the A++ Agreement's revenue-sharing provisions, it serves the A++ carriers' economic interests to transport passengers on flights covered by thejointventure whenever possible. Cooperation with Brussels Airlines would continue absent Brussels Airlines' entry into A++, but the A++ carriers would continue to be incentivized to transport passengers on flights covered by thejoint venture
- even ifa connecting itinerary involving Bmssels Airlines might be more convenient for the passenger. Brussels Airlines' exclusion from A++ would thus reduce the scope and magnitude ofconsumer benefits to be derived from A++ carrier cooperation with Brussels Airlines. Finally, ifimmunity were not granted, it would be highly inefficient for Lufthansa, which exercises effective control over Brussels Airlines (and could gain full ownership ofBrussels Airlines later this year), to separate its participation inA++ from its control ofBrussels Airlines. Similarly, for United, Continental and the other immunized alliance partners, it would be complicated and inefficient to have to establish different alTangements in dealing with a single Lufthansa-controlled entity (Brussels Airlines) than with otherLufthansa-controlled entities with which they have immunity and participate in A++ (Austrian, British Midland, Swiss). In other words, ifimmunity were not granted, the Joint Movants and Brussels Airlines would not only be unable to derive the efficiency benefits ofincluding Brussels Airlines in A++, but also would have to nianage the inefficiencies inherent in the anomaly ofhaving to exclude a single Lufthansacontrolled entity from A++ participation. 

### 4. Explain the nature of the legal risks thatwouldexist for the JointApplicants, including UnitedAirlines, 

## if antitrust immunity is notgranted As the Joint Movants previously stated, they "will not go forward with Brussels Airlines' participationin the A++ Agreement and other Alliance Agreements without immunity.,,2.1 This is because, first, proceeding without immtmity would create an intolerably high risk ofantitrust litigationand, second, the legal compliance complexities resulting from the Joint Movants having to accord disparate treatment to BrusselsAirlines relative to otherLufthansa-controlled entities could overwhelm the benefits ofcooperation. As to the first concern, although Bmssels Airlines does not operate any service to the United States using its own aircraft, the respective networks ofBrussels Airlines and the Joint I\:1ovants overlap to a sufficient degree that implementing the A++ Agreement and other Alliance Agreements without immunity would create an unacceptable risk ofantitrust litigation. The class action antitrust plaintiffs' barinthe United States has targeted the airline industry with claims that, however meritless, continue to impose significant legal costs and burdens on airlinesYThus, lointMotion, Apr. 21, 2011, at IS. §J Even carriers that participate in antitrust-immunized alliances have been obliged to defend multiple lawsuits brought by plaintiffs' attorneys in the United States. Such cases, regardless oftheirmerit, can be extremely expensive and burdensome to litigate. See, e.g., In re Trans-Pacific PassengerAir TraruportAntitrustLitigation, Memomndum and OrderGranting in Part and Denying in PartMotions to Dismiss, Case No. C07-05634, N.D. Cal. May 9, 2011); In re TravelAgent CommissionAntitrustLitigation, 583 F.3d 896 (6th CiT. 2009); Hall d/b/a Travel Specialist, Inc. v. UnitedAirlines, Inc. etaI., 296 F. Supp. 2d 652 (E.D.N.C. 2003), ajJ'd, 118 Fed. App'x. 680 (4th Cir. 2004);Albany Travel Co. v. Orb/tzLLC, 2:02-CV-3459 (C.D. CA. 2003); In reNorthwestAirlines Corp. Antitrust litig., 208 F.R.D. 174 (E.D. MI), review denied, 310 F.3d 953 (6th Cir. 2002), cert. denied, 539 U.S. 904 (2003); In reAMine Ticker CommissionAntitrustLit/g., 268 F.3d 619 (8th Cir. 2001). Without immunity, participation in a highly integrated joint venture like A++ would expose the participants to even greaterrisk ofantitrust litigation. 7a grant ofantitrust immunity is necessary to enable the JointMovants and Brussels Airlines to proceed with integrating Brussels Airlines into the A++jointventure and implementing the other Alliance Agreements to which Brussels Airlines is a 

### party.II Asto the second concern, ifimmunity were not granted, Lufthansa would face considerable legal complexity arising from having to maintain separation between, on the one hand, its ownership and effective control over Brussels Airlines; and, onthe other hand, Lufthansa'sparticipation, along with other Lufthansa-controlled entities, Austrian Airlines: British Midland, and Swiss, in A++. Similarly, United, Continental and the other immunized alliance partners would face the legal complications and inefficiency ofhaving to establish different arrangements with a single Lufthansa-controlled entity (Brussels Airlines) than with other Luflhansa-controlled entities with which they have immunity and participate in A++ (Austrian, British Midland, Swiss). As a legal matter, a grant ofimmunity for Brussels Airlines would be consistent with the Department's decision to grant immunity to Austrian, British Midland, and Swiss because, like Brussels Airlines, those carriers' commercial and strategic decisions and activities are controlledby Lufthansa.

11 The Departmentpreviously recognized the need to grant immunity to Brussels Airlines for its alliance agreements with American Airlines even though at that time

- as remains the case today

- Brussels Airlines did not operate any service to the United States. In that case, the Department decided to grant immunity even though it consideredunlikely the possibility that implementation ofthe American/Brussels Airlines alliance agreements would violate the antitrust laws. The Departmentrecognized thatAmericanlBrussels Airlines would not proceed with their alliance agreements without a grant ofimmunity and "could be subject to extensive and burdensome antitrust litigation ifwe did not grant theirrequest" for immunity. Order2004-4-10 at II. Those same factors support a grant ofimmunity here. In fact, the need for immunity is even greater in this case due to Lufthansa's control ofBrussels Airlines, which would make it considerably more difficult and inefficient to maintain the requisite separation between Lufthansa's (and its other controlled entities')participation in the immunized alliance and the non-participation in the same alliance ofBrussels Airlines, anotherLufthansa-controlled entity. 

### 8EXHIBITBShareholdership: SN AIRHOLDING (updated 10 January 2011) After 1st Closing
- Total shares: 3,179,873 Shareholders !YE! Nbr of shares Principal businG"
• Deutsche lufthansa Aktienge.ell5haft AG C 1,430,943 45.00% Nrlines Vexalr LImited B 522,930 16.44% Airlines • Suez·Tractebel Group: A 202,310 6.36% Energy

- Fabrlcom 28.323 Energy

- Electrabel 173.987 Energy • Brussel. Airport A 133.526 4.20% Airport • Region Wal/onne: A 121.456 4.01% Walloon Region

- Sowacpace 63.728 Walloon Region -S.R.I.W. 63.728 Walloon Region • Fortis Banque (BNP Parlbas Fortis) A aO,924 2.54% Bank**~** AG Insurance A 40,462 1.27',.. Insurance ·KBC A 121.387 3.62'", Bank • D<txla A 121.387 3.62% Bank • ING B91gium A 80,924 2.64% Bank • SPE A 56,647 1.78% Energy ·GBl A 40,452 1.27°,.. Fonancial Holding -S.R.I.B. A 36,416 1.15°,.. Brussels Region

- PV Assurances A 20,231 0.64% Insurance ·UCB A 20,231 0.54% Chemical business • Solvay A 20,231 0.64% Chemical business

.. Exmar A 18,208 0.67% Shipping ·Axa A 16,185 0.61% Insurance • Krldelka A 6,092 0.25% Siemens • Cobepa A 8,092 0.25% Investment company • Ackermans & Van Haaren A 8,092 0.25% Holding • Urnlcore A 8,092 0.25% Global materials technology group • Compagnie Invnobllhlre de Belgique A 8,092 0.25% Real Estate • CompagnIe de Promotlon A 8,092 0.26% Press • PerroFina A 6,092 0.25% Oil • Bell Flnopa A 6,092 0.26% Hofding • Entrepri8ea etChemins de Feren Chine A 6,666 0.18% Financial Holding • ArcelorMlllal Belgium NV A 4,045 0.13°;' Steel company • Vulcain A 4,046 0.13% Steel company • De Peflgroep A 4,046 0.13% Press • ImprimerlQ du Edileura A 4,046 0.13% Press • Compagnie Mobill9ro 9t Fonciere du Bol. Sauvage A 2,428 0.08% Financial Holding 3,179,873 100.00% Summary : C 1,430.943 45.00% e 522.930 16.44% A lm.OOO 38.55%EXHIBITCBoard of Directors



### --
Strategic Committee

.--- Audit Committee 

### SN AIRHOlDING NV COMPOSITION OF THE BOARD AND THE DIFFERENT BOARD COMMITTEES STATUS 

### 8/06/2011 Etienne Davignon (Chairman
- upon proposal of Directors A and C) Wolfgang Mayrhuber (Director C) --

Stefan**Lauer-TDi-reCtor-C-)~--** ----------- -- --------,



### - Thomas KlUhr (Director C) Michel Meyfroidt (Managing Director) Bernard Gustin (Managing Director) 

### I



### -

Theo Peeters (Director A)



### --- Emmanuel van Innis (Director A) Koen Van Loo (Director A) Stephen Murphy (Director B) Etienne Davignon (Chairman of the Board and chairman of the Strategic Cttee) Wolfgang Mayrhuber (Director C) Stefan Lauer (DirectorC) Theo Peeters (Director A - chairman of the Audit Cttee) Stephen Murphy (Director B) Theo Peeters (Chairman ofthe Audit Ctee
- Director A) Etienne Davignon (Chairman of the Board) Wolfgang Mayrhuber (Director C) Stefan Lauer (Director C) Stephen Murphy (Director B) Nomin£!tiQn and**Remyn~r£!tion Committe~**  Etienne Davignon (Chairman of the Board) Stefan Lauer (Director C) Thomas KIOhr (Director C) Emmanuel van Innis (Director A) Theo Peeters (Director A)EXHIBITD

### SUBJECT TO CONFIDENTIAL TREATMENT UNDER RULE 12

Index ofConfidential Documents Responsive to Order 2011-6-15



### DPOOOOOl- Sept. 15,2008 LH Senior Acquisition Agreement between SN Airholding DPOOO079 Mana ement SAINA and Deutsche Lufthansa AG DPOOO080- Mar. 16, 2011 SN Senior SN Fleet Planning Longhaul Presentation DPOOOO97 DPOOO098- 

# IMay2011 

# ISN Senior 

# IATI & 

### A++ Update Presentation DPOOOIIO DPOOOlll- Nov. 23, 2010 SN Senior A++: 

### Approval Request for SN Entrance Into DPOOO121 Mana ement NATL Joint Venture Presentation DPOO0122- Nov. 26, 2008 LH Senior Case COMP/5335

- 

### CO FORM DPOO0508 DPOO0509- Feb. 14

- Sept. LH Senior Case COMP/5335 

### -Annex 5.4.A-1 to CO DPOO0591 14,2008 Management FORM: Documents prepared for LH's board of directors and su ervisor board DPOO0592- October 2008 LH Senior Case COMP/5335

- 

### Annex 8.13.A-2 to CO DPOO0595 Management FORM: LH internal document re plans for SN to 'oin STAR alliance "



### DP3 DP3 DP3 DP1 DP1
DP1

# ·

.

EXHIBITE

### SUBJECT TO CONFIDENTIAL TREATMENT UNDERRULE 12 Privilege Log ofDocuments Responsive to Order2011-6-15

DP000596- DP000601 Sept. 26, 

### 2008 Wilmer Cutler 1LH Senior Pickering Hale & Management DorrLLP Case 

### CO:MP/5335

- Annex 

### 6.1.A-l to 

### CO FORM: Memorandum on alliances AttomeyClient 

### DPICERTIFICATE OF SERVICE

I certify that I have this date served the foregoing document on the following persons in accordance with the Department's Rules ofPractice: msinick@Ssd.com cdonley@ssd.com carl.nelsonfa>,aa.com rpommer@atlasair.com sascha.vanderbellen@delta.com jeff.morgan@delta.com sametta.c.barnett@delta.com kquinn@pillsburylaw.com jennifer.trock@pillsburylaw.com bob.kneisley@wnco.com charters@evergreenairlines.com ben.graves@evergreenairlines.com jhiJI@dow!ohnes.com jrichardson@johnlrichardson.com dkirstein@.yklaw.com 

### ivOlIng0J,yklaw.com cjsimpson(@,ZSrlaw,com pmurphy@lopmurphy.com anolik@travellaw.com Ihayes@CWTVacations.com howard.kass@usairways.com benjamin.slocum(@'usairways.com

July 5,2011 michael.deluce@f1YPolier.com loma.counsell@flyporter.com recohn@hhlaw.com rsilverberg@sgbdc.com nssparks@fedex.com anbird(ti),fedex.com dvaughan@kelleydrye.com efaberman@wileyrein.com mcmillin@woa.com robert.land@jetblue.com matwood@cozen.com kevin.lt1ontgomery@polaraircargo.C()I11 rbtrinder@ZSrlaw.com iasilversmith@ZSrlaw.com pruden@asta.org russell.bailey@aJpa.org john.allen(@taa.gov william.stallings@usdoj.gov dwight.moore@ustranscom.mil