· .

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(PUBLIC VERSION) 

July 5, 2011 

BY HAND DELIVERY 

Ms. Renee V. Wright 

Program Manager, Docket Operations, 

U.S. Department of Transportation 

West Building Ground Floor, Room W12-140 

1200 New Jersey Avenue, SE 

Washington, DC 20590 

Re: Joint Motion of Air Canada, I Austrian, British Midland, Continental, Lufthansa,2 

LOT, SAS, Swiss, TAP and United, Docket DOT-OST-2008-0234 - Response to 

Order 2011-6-5 Requesting Additional Information 

Dear Ms. Wright: 

In response to Order 2011-6-15 in the above-referenced proceeding, enclosed are an 

original and three copies of: (i) the responses to the Department's clarification questions; (ii) the 

index of the supplemental document production submitted (on a confidential basis) in response 

to the Department's document request; and (iii) the privilege log identifying and describing any 

withheld documents. 

The above-referenced documents listed on the index referenced as item (ii) above are 

confidential business information and are being provided 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 their pending Joint Motion for 

Confidential Treatment filed on April 21, 2011, and request confidential treatment for the 

supplemental documents produced herewith, for all of the reasons set forth in the Joint Motion 

for Confidential Treatment. In addition, the Joint Movants note that only counsel and outside 

experts for interested parties that file a new confidentiality affidavit pursuant to the Department's 

Notice and Order filed April 29, 2011 in this docket shall be granted interim access to 

Common names are used for airlines. 

Lufthansa submitted this motion on behalf of itself and Brussels Airlines. Brussels Airlines is now under 

Lufthansa's effective control and the European Commission has approved Lufthansa's acquisition of all of the 

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 among the 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 Joint Motion. 

Respectfully submitted, 

Arthur J. Molins 

Lufthansa German Airlines 

General Counsel North America 

Enclosures 

cc: All Parties on the Attached Service List 

Todd M. Homan 

Peter Irvine 
" 

INDEX TO EXHIBITS 

TITLE 

Responses to Clarification Questions 

Shareholdership of SNAH as of January 10, 2011 

Board and Committee Composition for SNAH as 

of June 8, 2011 

Index to Confidential Documents 

Privilege Log 

EXHIBIT 

Exhibit A 

Exhibit B 

Exhibit C 

ExhibitD 

Exhibit E 
EXHIBIT A 
RESPONSES TO CLARIFICATION QUESTIONS 

1. Provide the names and principal business of all persons holding or potentially holding 

(e.g., by exercising options) an equity interest in SNAH and SN 

See Exhibit B. 

a. State the amount of stock held by class or series, and the percentage of each type of 

stock owned or potentially owned by each such person. 

See Exhibit B. 

b. If any such person is a partnership or corporation, provide the identity (as noted 

above) of each partner or each person holding 10 percent or more of the stock of 

the corporation. If any shares are held for the benefit of another, identify the 

beneficial owners. 

See Exhibit B. 

c. Discuss any potential changes to the equity structure ofSNAH or SN by virtue of 

warrants, options, swaps, calls, puts, or other instruments or mechanisms, and 

provide copies all instruments pertaining to such transactions. 

See Article 10 of the Acquisition Agreement between SN Airholding SAINA and 

Deutsche Lufthansa AG dated September 15,2008 ("LH Acquisition Agreement"), listed on the 

index attached as Exhibit D. There are no other option rights or other of the above-mentioned 

instruments in place. 

2. Describe each class or series of stock issued and authorized by SNAH Such description 

should include: 

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 or series of srock; 

Not applicable. 

d Representation on the board of directors; 
See Exhibit C. 

e. Other voting rights; 

See Article 2.2 of Schedule 7 to the LH Acquisition Agreement, listed on the index 

attached as Exhibit D. 

f Receipt of dividends; 

See Article 8 of Schedule 7 to the LH Acquisition Agreement, listed on the index attached 

as Exhibit d. 

g. Consequences offailure to pay such dividends; and 

Not applicable. 

h. Liquidation preferences. 

Not applicable. 

3. Provide additional detailed explanation to support the statements on pages 10 and 11 of 

the Joint Motion, specifically addressing: 

a. The extent to which Austrian, British Midland, and Swiss participate in the joint 

venture today and how fhe coordination between those affiliates and the members 

of the joint venture works in practice; 

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 of the A++ 

Agreement, these three carriers are not considered to be independent parties to the Agreement, but 

rather, along with Lufthansa, constitute a single party to the Agreement. Lufthansa is responsible 

for ensuring the full implementation of the Agreement's provisions by the other three carriers, 

which are subject to all of the Agreement's governing, commercial and other decision making 

requirements and procedmes. By July 1,2011, Austrian, British Midland, and Swiss are expected 

to begin selling tickets with pricing and sales coordinated under the terms of the A++ Agreement 

and to participate in the Agreement's revenue sharing formula for services and itineraries within 

the scope of the A++ joint venture. Going forward, the carriers' services within the scope of the 

joint venture will be jointly planned and coordinated as part of the A++ network. Thus, the fare 

and service offerings of Austrian, British Midland, 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 with respect to services operated by these three carriers 

as well as those of Lufthansa, Air Canada, ContinentallUnited. 

b. The specific benefits that you expect to achieve from the inclusion ofSN - i.e., the 

business case for SN's inclusion; 

2 
The inclusion of Brussels Airlines in the immunized A++ joint venture will expand 

significantly the scope and density of the A ++ network, particularly with respect to services 

between Brussels Airlines' Brussels hub and points in Africa. 

• The inclusion of Brussels 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 of Brussels as a European hub gateway on the A++ network will increase the 

competitiveness of A++ by providing for increased (and more convenient) travel options 

for travellers on North America-Europe and North America-Africa routings. 

o Increased A++ joint venture traffic flows over Brussels Airlines' Brussels hub will 

increase the commercial viability of United's, Continental's, and Air Canada's 

existing nonstop transatlantic services to Brussels. 

o The A ++ partners anticipate that the addition of Brussels to their joint venture 

network will enhance their ability to compete for travellers now using competitors' 

services on connecting North America-Europe and North America-Africa routings. 

• Brussels Airlines is a cornerstone of the A++ carriers' strategy for increasing the joint 

venture's competitiveness in North America-Africa markets. 

o Competing alliances and joint ventures (particularly Sky team) currently provide 

more nonstop and connecting services in North 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 Star Alliance) carrier. 

o The inclusion of Brussels Airlines in the immunized A++ joint venture network 

will enable the A++ partners to compete more effectively on North America-Africa 

routings, adding 1,618 new immunized U.S.-Africa connecting city pairs to the 

A ++ network. 

The inclusion of Brussels Airlines in the immunized A ++ joint venture will enable 

Brussels Airlines to be included in the following activities designed to enhance metal neutrality 

and the overall competitiveness ofthe joint ventur~:Y 

Jj Joint Motion, Apr. 21, 2011, at 5. Brussels Airlines also will add a total of 5,090 new global city pairs to the 

immunized Star Alliance network. 

As the Department has recognized, once antitrust immunity is granted for implementation of a metal-neutral 

joint venlure, the immunized partners "become indifferent as to which of them 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 Network Planning: Integrated flight planning and scheduling and the coordination of 

capacity have enabled the A++ caniers to maximize connectivity across their joint 

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 of services Brussels Airlines operates beyond Brussels, 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 of additional U.S.-Brussels nonstop service in thc future. 

• Pricing and Revenue Management: The inclusion of Brussels Airlines in the A++ revenue 

pool and joint pricing and revenue management activities will result in a reduction or 

elimination of double marginalization on connecting itineraries over Brussels, enabling the 

A++ partners to price their connecting services more competitively and thereby stimulate 

increased demand for their services, particularly in North America-Africa markets. 

• Joint Sales and Marketing: The addition of Brussels Airlines to A ++ joint sales and 

marketing activities will increase the effectiveness of those activities, particularly for 

Belgium and Africa point-of-sale customers for whom Brussels Airlines will playa key 

role in the joint venture's sales and marketing efforts. 

• Corporate Contracts: The inclusion of Brussels Airlines in A++ corporate contracts will 

further increase the attractiveness of such contracts to existing and potential corporate 

customers, particularly those with business interests in Africa. I3russels Airlines' 

participation in A++ corporate contracts should enable the joint venture 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 of travel documents and 

APIS processes, as well as improved ticketing helpdesk communications at I3russels 

Airport. All of these efforts will be designed to improve the quality of the joint venture's 

connecting services over Brussels, thereby increasing the competitiveness of A ++ services 

vis-a-vis other caniers and alliances. 

• FFP and Passenger Upgrades: The inclusion of Brussels Airlines in A++ 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 of the immunized A++ 

network over which such enhanced cooperation will take place should enhance the value 

of these programs to passengers and the overall competitive position of the 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 of Brussels Airlines 

will enable the existing A++ partners to significantly expand the joint ventme's network without 

incurring the costs that would be associated with the introduction of their own new flights on 

routes currently served by Brussels Airlines (to the extent such new flights might even be 

economically viable absent Brussels Airlines' participation in the immunized alliance). 

Importantly, the cost savings will not be limited to the flights themselves, but will also extend to 

the marketing and sales efforts undertaken by Brussels Airlines on behalf of the joint 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, immunized joint venture 

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 on these 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 

of Brussels 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 may help the carrier to 

manage market cycles, including periods of softer 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 of route and scheduling planning, pricing, and procurement. In 

addition, it is clear that without participation in the A++ joint venture 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 and commercial effects of continuing to exclude SN from joint 

venture cooperation, including the impact on the joint venture's stated goal of 

metal neutrality. 

The most obvious commercial and competitive effect associated with Brussels Airlines' 

exclusion from A++ would be the continuation of a 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 of Brussels Airlines to the A++ joint venture, but would 

deprive consumers of the benefits of such 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 core joint venture activities. 

The Department has found that metal-neutral joint venture cooperation can enable carriers 

to substantially reduce or eliminate double marginalization in the pricing of servicesY 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. 

• Network Extension Benefits: as noted above, the addition of Brussels Airlines to the A ++ 

joint venture's network will enable the joint venture to serve many new cities, offering 

new online service, with the potential for the joint venture to add new routes and expand 

capacity on some existing routes as the carriers will acrueve greater economies of density 

(from carrying more passengers per flight) and superior utilization of equipment, facilities, 

and personnel. 

• Enhanced Inter-Gateway and Inter-Alliance Competition: consumers will benefit from the 

increase in competition generated by adding another European hub (at Brussels) to the 

A++ joint venture's network, thereby increasing inter-gateway and inter-alliance 

competition (e.g., competition with Skyteam and oneworld connecting services to Africa 

offered at Paris and London, respectively). 

• Improved Quality of Service: the expansion of the A++ joint venture's network will enable 

the joint venture to offer consumers a wider range of alternative routings, increased 

connecting service options, reduced travel times, shorter connecting times, as well as new 

fare products, and broader coverage of A++ corporate contracts and travel agency 

incentive programs.lI 

The case for approval of the Joint Motion is particularly compelling because the addition 

of Brussels Airlines to the A ++ joint venture and the immunized Star Alliance nctwork is a true 

end-to-end combination of networks. Brussels Airlines does not operate any transatlantic flights. 

Thus, all of the benefits described above can be achieved without any reduction in actual 

competition. 

1I See, e.g., Order 2010-10-4 at 13; Order 2009·7·10 at 15; see also Joint Response of ANA, Continental. and 

United to Order 2010-4·9, May 14,2010, Appendix A (A. Jorge Padilla, C. McSorley & U. Haegler, "An economic 

analysis of the efficiencies from the creation of the proposed Pacific Joint Venture, May 12,2010) (Docket DOTOST-2010-0059) at 9-11 & Annex A (estimating that immunized joint venture cooperation would result in fare 

reductions for connecting passengers of 13-20% due to the reduction or elimination of double marginalization). 

11 See Joint Response of ANA, Continental, and United to Order 2010-4-9, May 14,2010, Appendix A CA. 

Jorge Padilla, C. McSorley & U. Haegler, "An economic analysis of the efficiencies from the creation of the proposed 

Pacific Joint Venture, May 12, 2010) (Docket DOT-OST-20 1 0-0059) (quanti tying the value to consumers of "quality 

of service" benefits of immunized joint venture cooperation, including reductions in overall travel times, reductions in 

layover times due to greater frequency and better timing of cOlJl1ections, schedule delay reductions, increased 

customer choice of flights and itineraries due to the availability of additional metal-neutral "flight bundles" or 

schedule options over the joint venture network, and enhanced frequent flyer reciprocity and airport lounge access 

benefits). 

6 
Brussels Airlines' exclusion from A++ inevitably would undennine the A++ Agreement's 

objective of metal neutrality, at least with respect to cooperation with 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 the joint venture 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 the joint 

venture - even if a connecting itinerary involving Bmssels Airlines might be more convenient for 

the passenger. Brussels Airlines' exclusion from A ++ would thus reduce the scope and magnitude 

of consumer benefits to be derived from A++ carrier cooperation with Brussels Airlines. 

Finally, if immunity were not granted, it would be highly inefficient for Lufthansa, which 

exercises effective control over Brussels Airlines (and could gain full ownership of Brussels 

Airlines later this year), to separate its participation in A++ from its control of Brussels 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 other Lufthansa-controlled entities with 

which they have immunity and participate in A++ (Austrian, British Midland, Swiss). In other 

words, if immunity were not granted, the Joint Movants and Brussels Airlines would not only be 

unable to derive the efficiency benefits of including Brussels Airlines in A++, but also would have 

to nianage the inefficiencies inherent in the anomaly of having to exclude a single Lufthansacontrolled entity from A ++ participation. 

4. Explain the nature of the legal risks that would exist for the Joint Applicants, including 

United Airlines, if antitrust immunity is not granted 

As the Joint Movants previously stated, they "will not go forward with Brussels Airlines' 

participation in the A++ Agreement and other Alliance Agreements without immunity.,,2.1 This is 

because, first, proceeding without immtmity would create an intolerably high risk of antitrust 

litigation and, second, the legal compliance complexities resulting from the Joint Movants having 

to accord disparate treatment to Brussels Airlines relative to other Lufthansa-controlled entities 

could overwhelm the benefits of cooperation. 

As to the first concern, although Bmssels Airlines does not operate any service to the 

United States using its own aircraft, the respective networks of Brussels 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 of antitrust litigation. The class 

action antitrust plaintiffs' bar in the United States has targeted the airline industry with claims 

that, however meritless, continue to impose significant legal costs and burdens on airlinesY Thus, 

loint Motion, 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 of their merit, can be extremely expensive 

and burdensome to litigate. See, e.g., In re Trans-Pacific Passenger Air Traruport Antitrust Litigation, Memomndum 

and Order Granting in Part and Denying in Part Motions to Dismiss, Case No. C07-05634, N.D. Cal. May 9, 2011); In 

re Travel Agent Commission Antitrust Litigation, 583 F.3d 896 (6th CiT. 2009); Hall d/b/a Travel Specialist, Inc. v. 

United Airlines, Inc. et aI., 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/tz LLC, 2:02-CV-3459 (C.D. CA. 2003); In re Northwest Airlines 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 re AMine Ticker 

Commission Antitrust Lit/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 greater risk of antitrust litigation. 

7 
a grant of antitrust immunity is necessary to enable the Joint Movants and Brussels Airlines to 

proceed with integrating Brussels Airlines into the A++ joint venture and implementing the other 

Alliance Agreements to which Brussels Airlines is a party.II 

As to the second concern, if immunity 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, on the other hand, 

Lufthansa's participation, 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 of having 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 of immunity 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 controlled by Lufthansa. 

11 The Department previously 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 

considered unlikely the possibility that implementation of the American/Brussels Airlines alliance agreements would 

violate the antitrust laws. The Department recognized that AmericanlBrussels Airlines would not proceed with their 

alliance agreements without a grant of immunity and "could be subject to extensive and burdensome antitrust 

litigation if we did not grant their request" for immunity. Order 2004-4-10 at II. Those same factors support a grant 

of immunity here. In fact, the need for immunity is even greater in this case due to Lufthansa's control of Brussels 

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 of Brussels Airlines, another Lufthansa-controlled entity. 

8 
EXHIBITB 
Shareholdership: SN AIRHOLDING (updated 10 January 2011) 

After 1 st 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 et Chemins de Fer en 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% 
EXHIBITC 
Board 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 of the 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 of Confidential 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- I May2011 I SN Senior I ATI & 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 

TREA TMENT UNDER RULE 12 

Privilege Log of Documents Responsive to Order 2011-6-15 

DP000596-

DP000601 

Sept. 26, 

2008 

Wilmer Cutler 1 LH Senior 

Pickering Hale & Management 

DorrLLP 

Case CO:MP/5335 - Annex 

6.1.A-l to CO FORM: 

Memorandum on alliances 

AttomeyClient 

DPI 
CERTIFICA TE OF SERVICE 

I certify that I have this date served the foregoing document on the following persons in 

accordance with the Department's Rules of Practice: 

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 

i vOlIn g0J,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 

rsil verberg@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