Bond Lufthansa German 4.382% ( XS1271836600 ) in EUR

Lufthansa German

99.94 % ▼

Germany

XS1271836600 ( in EUR )

4.382% per year ( payment 1 time a year)

11/08/2075

Prospectus brochure of the bond Deutsche Lufthansa XS1271836600 en EUR 4.382%, maturity 11/08/2075

12/02/2026 ( In 275 days )

Deutsche Lufthansa AG is a major German airline, the flag carrier of Germany, and one of the world's largest airlines by passenger numbers and fleet size.

Deutsche Lufthansa issued a EUR-denominated bond (ISIN: XS1271836600) currently trading at 100.39% of its face value, offering a 4.382% coupon with annual payments and maturing on November 8, 2075.

Prospectus
dated 3 August 2015

Deutsche Lufthansa Aktiengesellschaft
(Cologne, Federal Republic of Germany)
Subordinated Notes
Deutsche Lufthansa Aktiengesel schaft ("Lufthansa", "Lufthansa AG" or the "Issuer") will issue subordinated notes (the "Notes") with
an aggregate principal amount of EUR [] (the "Aggregate Principal Amount") on 12 August 2015 (the "Issue Date") at an issue
price of [] per cent. of their Aggregate Principal Amount (the "Issue Price"). The Notes are issued in denominations of EUR 1,000
each (the "Specified Denomination").
The Notes, unless previously redeemed, will bear interest from and including the Issue Date to (but excluding) 12 February 2021 (the
"First Call Date") at a rate of [] per cent. per annum ("Initial Fixed Rate Period"). The Notes are subject to interest rate reset at 5
year intervals commencing on the First Call Date. Therefore, and unless previously redeemed, the Notes, will bear interest at the
prevailing interest rate (as set out in § 4(2) of the terms and conditions of the Notes (the "Terms and Conditions")) (i) from and
including the First Call Date to (but excluding) 12 February 2026 (the "First Step-Up Date") at the 5 year swap rate for such reset
period plus a margin being equal to the initial credit spread, (ii) from and including the First Step-Up Date to (but excluding)
12 February 2041 (the "Second Step-Up Date") at the relevant 5 year swap rate for the relevant reset period plus a margin being
equal to the initial credit spread plus 0.25 per cent. (i.e. 25 basis points), (iii) from and including the Second Step-Up Date to (but
excluding) 12 August 2075 (the "Maturity Date") the relevant 5 year swap rate for the relevant reset period plus a margin being
equal to the initial credit spread plus 1.00 per cent. (i.e. 100 basis points). Interest is scheduled to be paid annually in arrear on
12 February in each year (each an "Interest Payment Date"), commencing on 12 February 2016 for the period from (and including)
the Issue Date to (but excluding) 12 February 2016 (short first interest period) and for the last time on the day of redemption of the
Notes. Unless the Notes are previously redeemed or repurchased and cancelled, the last interest period will be the period from (and
including) 12 February 2075 to (but excluding) the Maturity Date (short last interest period). Upon the occurrence of a Change of
Control Event (as defined in § 5(7) of the Terms and Conditions), the rate applicable for calculating the interest will be subject to an
additional 5.00 per cent. (i.e. 500 basis points) per annum above the otherwise applicable Prevailing Interest Rate (as set out in
§ 4(4) of the Terms and Conditions) unless the Issuer redeems the Notes in whole (as set out in § 5(7) of the Terms and Conditions).
The Issuer is entitled to defer payments of interest on any Interest Payment Date (as set out in § 4(7) of the Terms and
Conditions). The Issuer may pay such Arrears of Interest (in whole but not in part) at any time upon due notice (as set out in
§ 4(8)(a) of the Terms and Conditions) and it will be obliged to pay such Arrears of Interest (in whole, but not in part) under
certain other circumstances (as set out in § 4(8)(b) of the Terms and Conditions). Such Arrears of Interest will not bear
interest themselves.
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at par on the Maturity Date. The Notes are
redeemable, in whole but not in part only, at the option of the Issuer on the First Call Date and thereafter on every Reset Date (as set
out in § 5(4) of the Terms and Conditions) at an amount per Note equal to the Specified Denomination plus any interest accrued and
unpaid to (but excluding) the redemption date and any Arrears of Interest. The Issuer may also redeem the Notes, in whole but not in
part, at any time upon the occurrence of a Gross-up Event, a Tax Deductibility Event or an Equity Credit Event (each as defined in
§ 5(3) of the Terms and Conditions) or a Change of Control Event (as defined in § 5(7) of the Terms and Conditions). In the case of a
Gross-up Event or a Change of Control Event, the Notes will be redeemable at the option of the Issuer at an amount per Note
equal to the Specified Denomination plus any interest accrued and unpaid to (but excluding) the redemption date and any Arrears
of Interest (as set out in § 5(2) of the Terms and Conditions). In the case of a Tax Deductibility Event or an Equity Credit Event the
Notes will be redeemable at the option of the Issuer (i) at an amount equal to 101 per cent. of the Specified Denomination per Note
plus any interest accrued and unpaid to (but excluding) the redemption date and any Arrears of Interest if such redemption occurs
prior to the First Call Date, or (i ) at an amount equal to the Specified Denomination per Note plus any interest accrued and unpaid
to (but excluding) the redemption date and any Arrears of Interest if such redemption occurs on or after the First Call Date. The
Notes are also subject to early redemption in the case of Minimal Outstanding Aggregate Principal Amount (as described in § 5(6) of
the Terms and Conditions).
In the case of (i) the winding-up, dissolution or liquidation of the Issuer, the obligations of the Issuer under the Notes, and (ii)
the insolvency of the Issuer or composition or other proceedings for the avoidance of insolvency of the Issuer, the rights of
the Holders towards the Issuer, shall be subordinated to the claims of all unsubordinated and subordinated creditors of the
Issuer (as set out in § 3(1) of the Terms and Conditions).
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "Commission"), which is the
Luxembourg competent authority for the purpose of Directive 2003/71/EC, as amended, (the "Prospectus Directive"), for its approval
of this Prospectus. This Prospectus constitutes a prospectus within the meaning of Article 5.3 of the Prospectus Directive and will be
published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of Lufthansa
Group (www.lufthansa.com). Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and to
admit them to trading on the regulated market "Bourse de Luxembourg", which is a regulated market for the purposes of the Market in
Financial Instruments Directive 2004/39/EC, as amended, (the "Regulated Market").
The Issuer has requested the Commission in its capacity as competent authority under the Luxembourg act relating to prospectuses
for securities (Loi relative aux prospectus pour valeurs mobilières), as amended, (the "Luxembourg Act"), which implements the
Prospectus Directive into Luxembourg law, to provide the competent authorities in the Federal Republic of Germany, The Netherlands
and the Republic of Austria with a certificate of approval attesting that this Prospectus has been drawn up in accordance with the
Luxembourg Act (each a "Notification"). By approving a prospectus, the Commission shall give no undertaking as to the economic
and financial soundness of the operation or the quality or solvency of the issuer.
The Notes have been assigned the following securities codes: ISIN XS1271836600, Common Code 127183660, WKN A161YP.
The Issue Price and Aggregate Principal Amount, the prevailing interest rate for the Initial Fixed Rate Period, the initial credit spread,
several margins and the issue proceeds will be included in the Pricing Notice (as defined in "Subscription, Offer and Sale of the
Notes"). The Pricing Notice will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or about the
pricing date which is expected to be on or about 4 August 2015. In the case the pricing date is postponed this will also be included in
the Pricing Notice.
Global Structuring Advisors
Credit Suisse
Deutsche Bank
Joint Bookrunners / Joint Lead Managers
BNP PARIBAS
Credit Suisse
Deutsche Bank
HSBC

2
RESPONSIBILITY STATEMENT
Deutsche Lufthansa Aktiengesellschaft ("Lufthansa" or "Lufthansa AG" or the "Issuer", together with its
consolidated group companies, the "Lufthansa Group") with its registered office in Cologne, Federal Republic
of Germany, accepts responsibility for the information given in this Prospectus.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus for which it is responsible, to the best of its knowledge, in accordance
with the facts and contains no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement(s) and each of the
documents incorporated herein by reference.
The Issuer has confirmed to the joint lead managers set forth on the cover page (each a "Manager" and
together, the "Managers") that this Prospectus contains all information which is necessary to enable investors
to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects
of the Issuer and the rights attaching to the Notes which is material in the context of the issue and offering of the
Notes; that the information contained herein with respect to the Issuer and the Notes is accurate and complete
in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly
held and based on reasonable assumptions; that there are no other facts with respect to the Issuer or the
Notes, the omission of which would make this Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading; that the Issuer has made all reasonable enquiries to
ascertain all facts material for the purposes aforesaid.
The Issuer has undertaken with the Managers to supplement this Prospectus in the event of any significant new
factor, material mistake or inaccuracy relating to the information included in this Prospectus in respect of the
Notes issued on the basis of this Prospectus which is capable of affecting the assessment of the Notes and
which arises or is noted between the time when this Prospectus has been approved and the final closing of
Notes offered to the public or, as the case may be, when trading of the Notes on a regulated market begins.
No person is authorised to give any information or to make any representations other than those contained in
this Prospectus and, if given or made, such information or representations must not be relied upon as having
been authorised by or on behalf of the Issuer or the Managers. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that there has been no change in
the financial situation of the Issuer or Lufthansa Group since the date of this Prospectus, or, as the case may
be, the date on which this Prospectus has been most recently supplemented, or that the information herein is
correct at any time since the date of this Prospectus or, as the case may be, the date on which this Prospectus
has been most recently supplemented.
Neither the Managers nor any other person mentioned in this Prospectus, except for the Issuer, is responsible
for the accuracy of the information and statements contained in this Prospectus or any other document
incorporated herein by reference. None of the Managers has independently verified the Prospectus, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of them makes any
representation, express or implied, or warranty or accepts any responsibility as to the accuracy and
completeness of the information contained in any of these documents. The Managers have not independently
verified any such information and accept no responsibility for the accuracy thereof.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer. This Prospectus does
not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Managers to purchase any
Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be
considered as a recommendation by the Issuer or the Managers to a recipient hereof and thereof that such
recipient should purchase any Notes.
The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required to inform themselves
about and observe any such restrictions. For a description of the restrictions applicable in the European

3
Economic Area in general, the United States of America, the United Kingdom and Hong Kong, see "Selling
Restrictions". In particular, the Notes have not been and will not be registered under the United States
Securities Act of 1933, as amended, and are subject to tax law requirements of the United States of America;
subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or
to U.S. persons.
The language of the Prospectus is English. The German version of the English language Terms and Conditions
are shown in the Prospectus for additional information. As to form and content and all rights and obligations of
the Holders and the Issuer under the Notes to be issued, German is the controlling legally binding language.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful
to make such an offer or solicitation.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes.
In connection with the issue of the Notes, Deutsche Bank AG, London Branch as the stabilising
manager (the "Stabilisation Manager") (or persons acting on its behalf) may over-allot Notes or effect
transactions with a view to supporting the price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on its
behalf) will undertake stabilisation action. Any stabilisation action may begin at any time after the
adequate public disclosure of the terms of the offer of the Notes and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the Issue Date of the Notes and 60 days
after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager (or person(s) acting on its behalf) in accordance with all
applicable laws and rules.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by
the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This
applies, in particular, to statements in this Prospectus containing information on future earning capacity, plans
and expectations regarding Lufthansa Group's business and management, its growth and profitability, and
general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including Lufthansa Group's financial condition and results
of operations, to differ materially from and be worse than results that have expressly or implicitly been assumed
or described in these forward-looking statements. Lufthansa Group's business is also subject to a number of
risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus
to become inaccurate. Accordingly, investors are strongly advised to read the following sections of this
Prospectus: "Risk Factors" and "Deutsche Lufthansa Aktiengesellschaft and Lufthansa Group". These sections
include more detailed descriptions of factors that might have an impact on Lufthansa Group's business and the
markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur.
In addition, neither the Issuer nor the Managers assume any obligation, except as required by law, to update
any forward-looking statement or to conform these forward-looking statements to actual events or
developments.

4
TABLE OF CONTENTS
Page

Summary ............................................................................................................................................................... 5
Section A
Introduction and warnings ............................................................................................................. 5
Section B
Issuer ............................................................................................................................................. 6
Section C
Notes ........................................................................................................................................... 10
Section D
Risks ............................................................................................................................................ 16

Risks
specific
to the Issuer .......................................................................................................... 16

Risks
specific
to the Notes .......................................................................................................... 18
Section E
Offer............................................................................................................................................. 19
German Translation of the Summary .................................................................................................................. 22
Abschnitt A
Einleitung und Warnhinweise ...................................................................................................... 22
Abschnitt B
Die Emittentin .............................................................................................................................. 23
Abschnitt C
Wertpapiere ................................................................................................................................. 27
Abschnitt D
Risiken ......................................................................................................................................... 35

Risiken, die der Emittentin eigen sind ......................................................................................... 35

Risiken, die den Wertpapieren eigen sind ................................................................................... 37
Abschnitt E
Angebot ....................................................................................................................................... 39
Risk Factors ......................................................................................................................................................... 41

Risk Factors regarding the Notes ................................................................................................................. 41

Risk Factors regarding Deutsche Lufthansa Aktiengesellschaft and Lufthansa Group ................................ 47
Consent to the Use of the Prospectus ................................................................................................................. 67
Terms and Conditions of the Notes ..................................................................................................................... 68
Deutsche Lufthansa Aktiengesellschaft and Lufthansa Group .......................................................................... 102
Taxation ............................................................................................................................................................. 124
Subscription, Offer and Sale of the Notes ......................................................................................................... 131
Selling Restrictions ............................................................................................................................................ 133
General Information ........................................................................................................................................... 135
Authorisation
............................................................................................................................................... 135

Use of Proceeds ......................................................................................................................................... 135

Listing and Admission to Trading ................................................................................................................ 135
Clearance
and
Settlement .......................................................................................................................... 135
Credit
Rating
............................................................................................................................................... 135

Documents on Display ................................................................................................................................ 135
Documents Incorporated by Reference ............................................................................................................. 136

Comparative Table of Documents Incorporated by Reference ................................................................... 136

Availability of Incorporated Documents ...................................................................................................... 137
Names and Addresses ...................................................................................................................................... 138

5
SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type of
Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the Summary with the mention of "not applicable".

Element
Section A Introduction and warnings
A.1
Warnings Warning
that:
this Summary should be read as an introduction to the
Prospectus;
any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole by the investor;
where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of the Member State, have to bear
the costs of translating the Prospectus, before the legal
proceedings are initiated; and
civil liability attaches only to the Issuer which has tabled the
Summary including any translation thereof, but only if the
Summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the
Prospectus, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Consent to the use of Each Manager and/or further financial intermediary subsequently
the Prospectus
reselling or finally placing the Notes is entitled to use the Prospectus
for the subsequent resale or final placement of the Notes during the
period for the subsequent resale or final placement of the Notes from
4 August 2015 to 12 August 2015, provided however, that the
Prospectus is still valid in accordance with Article 11 (2) of the
Luxembourg act relating to prospectuses for securities (Loi relative
aux prospectus pour valeurs mobilières), as amended, which
implements Directive 2003/71/EC of the European Parliament and of
the Council of 4 November 2003, as amended.
The Prospectus may only be delivered to potential investors together
with all supplements published before such delivery. Any supplement
to the Prospectus will be available for viewing in electronic form on
the website of the Luxembourg Stock Exchange (www.bourse.lu).
When using the Prospectus, each Manager and/or relevant further
financial intermediary must make certain that it complies with all
applicable laws and regulations in force in the respective jurisdictions.
In the event of an offer being made by a Manager and/or further
financial intermediary, the Manager and/or further financial
intermediary shall provide information to investors on the terms
and conditions of the offer at the time of that offer.

6
Element
Section B Issuer

B.1
Legal and commercial
Deutsche Lufthansa Aktiengesellschaft ("Lufthansa")
name
B.2
Domicile / Legal form /
Deutsche Lufthansa Aktiengesellschaft is a German stock corporation
Legislation / Country of (Aktiengesellschaft) incorporated under the laws of the Federal
incorporation
Republic of Germany with registered seat in Cologne, Federal
Republic of Germany.
B.4b
Known trends affecting After expanding by 2.7 per cent in 2014, the global economy is
the Issuer and the
expected to grow by 2.6 per cent in 2015. Overall the global economy
industries in which it
is expected to be stable. Asia/Pacific is the fastest growing region of
operates
the world with a growth rate of 4.7 per cent. Growth of 2.2 per cent is
expected for North America, whereas South America is expected to
grow by only 0.5 per cent. The economy of the European Union is
expected to grow by 1.8 per cent in 2015. Taking forecasts for global
economic growth into account, the IATA is predicting growth in
revenue passenger-kilometers of 6.7 per cent for 2015 (previous
year: 6.0 per cent), which will result in different growth rates for the
individual regions.
On the basis of the generally positive development expected for the
relevant regions and economies, the Lufthansa Group is adopting a
generally positive attitude to developments in demand in 2015, which
will nonetheless have to be validated continuously over the course of
the year.
B.5 Description
of
the Deutsche Lufthansa Aktiengesellschaft is both an operatively active
Group and the Issuer's
aviation company and the holding company of Lufthansa Group with,
position within the
directly or indirectly, a total of more than 400 subsidiaries and
Group
associated companies as of 30 June 2015.
B.9
Profit forecast or
Not applicable. No profit forecast or estimate has been included into
estimate
this Prospectus.
B.10
Nature of any
Not applicable. The auditor's reports do not include any qualifications.
qualifications in the
audit report on
historical financial
information

7
B.12
Selected historical key financial information
Period
Period
Financial
Financial
ended
ended
year ended
year ended
30 June
30 June 31 December 31 December
2015
2014
2014
2013(5)
(unaudited) (unaudited)
(audited,
(audited,
unless
unless
otherwise
otherwise
indicated)
indicated)

(EUR in millions,

unless otherwise indicated)
Revenues
15,365 14,166
30,011 30,027
EBITDA(1), (4)
1,316 912
1,990 2,670
EBIT(2), (4)
463
216
459
892
Adjusted EBIT(3), (4)
468
178
1,171
987
Net profit attributable to shareholders of
954
-79
55
313
Lufthansa AG
Cash flows from operating activities
2,527 1,744
1,977 3,290
Total Assets
33,088 29,959
30,474 29,108
Shareholders' equity
5,783 4,964
4,031 6,108
Employees (number)
119,357
119,092
118,781
118,285

(1) "EBITDA" is defined as earnings before interest, taxes, depreciation and amortisation.
Depreciation and amortisation includes write-downs of tangible and intangible assets and of
current and non-current financial assets, as well as impairments of investments accounted for
using the equity method and of assets held for sale. EBITDA should not be considered by
investors as an alternative to Lufthansa's profit/loss from operating activities or profit/loss from
ordinary activities as an indication of operating performance, or as an alternative to cash flows
from operating activities as indication of cash flows.
(2) "EBIT" is defined as earnings before interest and taxes. EBIT should not be considered by
investors as an alternative to Lufthansa's profit/loss from operating activities or profit/loss from
ordinary activities as an indication of operating performance, or as an alternative to cash flows
from operating activities as indication of cash flows.
(3) "Adjusted EBIT" is defined as EBIT adjusted for asset valuations and disposals and for the
measurement of pension provisions. Adjusted EBIT should not be considered by investors as
an alternative to Lufthansa's profit/loss from operating activities or profit/loss from ordinary
activities as an indication of operating performance, or as an alternative to cash flows from
operating activities as indication of cash flows.
(4) Unaudited.
(5) The comparative figures for the financial year ended 31 December 2013 have been adjusted
due to the application of IFRS 11.
Information for the periods ended 30 June 2015 and 30 June 2014 extracted from the Interim
Report January to June 2015 of Deutsche Lufthansa AG.
Information for financial year ended 31 December 2014 and financial year ended 31 December
2013 extracted from the Annual Report 2014 of Deutsche Lufthansa AG.
No Material adverse
There has been no material adverse change in the prospects of
change in the
Lufthansa since 31 December 2014.

8
prospects of the Issuer
Significant change in Not applicable. There has been no significant change in the financial
the financial and
or trading position of Lufthansa since 30 June 2015.
trading position
B.13 Recent
events
On 21 October 2014, the Executive Board of Deutsche Lufthansa AG
decided to enter into final negotiations on the sale of the IT
Infrastructure segment of Lufthansa Systems AG, and at the same
time to sign an IT service contract for the Lufthansa Group with the
IBM Group. Lufthansa Systems AG will be split into its three
segments beforehand. The contract was signed with IBM on
15
November 2014, and the Supervisory Board of Deutsche
Lufthansa AG approved the transaction on 3 December 2014. The
transaction has been closed on 31 March 2015.
On 20 February 2015, Deutsche Lufthansa AG announced that in line
with the Issuer's long-term dividend policy, the Executive Board of
Deutsche Lufthansa AG decided to propose to the Supervisory Board
the submission of a proposal not to pay a dividend for the financial
year 2014 since a distribution would not be covered by a sufficient
German GAAP result for the financial year 2014.
On 24 March 2015, Germanwings flight 4U 9525 crashed on its way
from Barcelona to Dusseldorf in the French Alps, kil ing all 150
passengers and crew members on board. The data recovered from
the Airbus A320's two black boxes have led the prosecutors to
believe that the aircraft was intentionally sent into descent by the co-
pilot. The Lufthansa Group supports all official investigations. In
agreement with the German Federal Aviation Office, other German
airlines and the Federal Association of the German Aviation Industry,
the airlines in the Lufthansa Group are introducing a new procedure
regarding the occupation of the cockpit as a precautionary measure.
At the same time, the Lufthansa Group is expanding its safety
structures. In addition to the safety pilots at the individual airlines, the
new function of a Group safety pilot was created as of 27 March
2015. In conjunction with his or her role as a safety pilot of
Lufthansa's German airlines, this officer will have overarching
responsibility for verifying and refining procedures relevant to flight
safety. After the tragic accident of Germanwings flight 4U 9525 the
Lufthansa Group is assuming long-term responsibility for the
consequences. The company intends to set up trustee accounts and
a support fund for relatives of the victims.
Following repeated strikes by the Vereinigung Cockpit pilots' union in
the first half of 2015, the Lufthansa Group agreed to arbitration on all
unresolved wage agreements on 29 April 2015, in line with trade
union demands. This was initially accepted by the Vereinigung
Cockpit pilots' union. On 6 July 2015, the union declared that the
preliminary talks had failed, however. The Lufthansa Group has
appealed to the Vereinigung Cockpit pilots' union to resume talks and
find an urgently needed solution. The Company has calculated that
strikes organised by the Vereinigung Cockpit pilots' union have cut
earnings by a total of EUR 100 million in the first half of 2015,
including lost bookings.
On 28 July 2015, Lufthansa introduced a new price concept for flights
in Europe. The new Economy Class fare options "Light", "Classic"
and "Flex" shall apply from 1 October 2015, for domestic and
European flights and will offer different services depending on the
price.

9
B.14
Please see Element B.5
Statement of
Not applicable. Lufthansa is not dependent upon other entities within
dependency upon other the Lufthansa Group.
entities within the
group
B.15 Principal
activities The passenger airline business operated directly by Deutsche
Lufthansa Aktiengesellschaft (under the brand name "Lufthansa")
and the other airlines belonging to Lufthansa Group (such as
Germanwings, SWISS, Austrian Airlines) represents the core
business of its operating activities. The product portfolio ranges from
standard flights to individualised high-quality offers on German,
European and intercontinental distances. Deutsche Lufthansa
Aktiengesellschaft and its Star Alliance partner airlines together
currently operate flights to more than 1,000 destinations worldwide.
The segment Logistics' core business (mainly operated by Lufthansa
Cargo AG) is the provision of airport-to-airport air-freight services.
The segment includes services such as e.g. the transport of valuable
cargo, perishables or dangerous goods, urgent express deliveries or
individual transport solutions for specific industries.
The focus of the segment MRO encompasses maintenance, repair
and overhaul services of both the aircraft fleets of Lufthansa Group
and aircrafts of airlines outside the group. The product covers the
whole spectrum from single jobs to the servicing of entire fleets.
In the segment Catering LSG Sky Chefs is the global service provider
for both the Lufthansa Group and airlines outside the group. This
includes the development, sourcing and logistics of onboard
equipment as well as the management of all processes that take
place before, during and after the on-board service.
The segment Other includes in particular the services of the
Lufthansa Flight Training, the frequent-flyer programme "Miles &
More", the companies from the former IT Services segment that are
still in the Lufthansa Group and the business travel payment
management solutions of the AirPlus Group.
B.16
Controlling Persons
Name
Total share
Reference date

of latest notice
BlackRock, Inc.
2.96 per cent.
28 April 2015
The Capital Group

Companies
2.95 per cent.
24 November 2014
Templeton Global

Advisors Limited
5.00 per cent.
11 January 2012

10
B.17
Credit ratings of the
Standard & Poor's Credit Market Services Europe Limited ("Standard
Issuer or its debt
& Poor's")1,3 has assigned the long-term credit rating BBB-4,5 (outlook
securities
stable) and Moody's Investors Service Ltd. ("Moody's") 2 , 3 has
assigned an Ba14,6 rating (outlook positive) to Deutsche Lufthansa
Aktiengesellschaft.

Element
Section C Notes
C.1
Class and type of the
Class
Notes / Security
The Notes are subordinated and unsecured.
Identification Number
Type
subordinated Notes (the "Notes")
ISIN
XS1271836600
Common Code
127183660
WKN
A161YP

C.2 Currency

The Notes are issued in euro ("EUR").
C.5 Restrictions
on
free Not applicable. The Notes are freely transferable.
Transferability
C.8
Rights attached to the
Early redemption at the option of the Issuer
Notes (including
The Notes will be redeemed on 12 August 2075 and the Issuer is
ranking of the Notes
under no obligation to redeem the Notes at any time prior to such
and limitations to those
date. However, the Issuer may call and redeem the Notes (in whole
rights)
but not in part) on 12 February 2021 (the "First Call Date") or on any
Reset Date (as defined in Element C.9 below) thereafter upon giving
irrevocable notice of redemption to the Holders in accordance with
the Terms and Conditions at an amount per Note equal to the
specified denomination plus any interest accrued and unpaid to (but
excluding) the redemption date and any Arrears of Interest (as
defined below "- Interest Deferral and Payment of Arrears of
Interest").

1
Standard & Poor's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended, (the "CRA
Regulation").
2
Moody's is established in the European Community and is registered under the CRA Regulation.
3
The European Securities and Markets Authority publishes on its website (www.esma.europa.eu) a list of credit rating agencies
registered in accordance with the CRA Regulation. That list is updated within five working days following the adoption of a
decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list in the Official
Journal of the European Union within 30 days following such update.
4
A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity
being able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be revised or
withdrawn by the rating agency at any time.
5
Standard & Poor's defines BBB- in the Standard & Poor's Guide to Credit Rating Essentials (2011) as follows: Considered
lowest investment grade by market participants.
6
Moody's defines Ba1 in its Global Long-Term Rating Scale in Rating Symbols and Definitions (June 2013) as follows:
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.

The information sourced from Standard & Poor's and Moody's has been accurately reproduced and, as far as Lufthansa is aware of
and able to ascertain from information published by Standard & Poor's and Moody's, no facts have been omitted which would
render the reproduced information inaccurate or misleading.