Obligation Air France-Klm 6.25% ( FR0012650281 ) en EUR

Société émettrice Air France-Klm
Prix sur le marché 100 %  ▲ 
Pays  France
Code ISIN  FR0012650281 ( en EUR )
Coupon 6.25% par an ( paiement semestriel )
Echéance Perpétuelle - Obligation échue



Prospectus brochure de l'obligation Air France-Klm FR0012650281 en EUR 6.25%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 600 000 000 EUR
Description détaillée Air France-KLM est une compagnie aérienne multinationale née de la fusion d'Air France et KLM Royal Dutch Airlines, opérant un vaste réseau de vols passagers et cargo à travers le monde.

L'obligation perpétuelle Air France-KLM (FR0012650281), émise en France pour un montant total de 600 000 000 EUR, avec un coupon de 6,25% payable deux fois par an et un prix actuel sur le marché de 100%, a atteint sa maturité et a été intégralement remboursée.








Prospectus dated 15 April 2015

Air France-KLM
200,000,000 Undated Deeply Subordinated Fixed Rate Resettable Notes
to be assimilated (assimilables) and form a single series with the existing
400,000,000 Undated Deeply Subordinated Fixed Rate Resettable Notes
issued on 1 April 2015
Issue Price: 103.489 per cent. of the aggregate principal amount of the Notes plus an amount of 547,945.21
corresponding to accrued interest for the period from and including 1 April 2015 to, but excluding, 17April 2015
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and the Council dated 4 November 2003, as
amended (the "Prospectus Directive").
The 200,000,000 undated deeply subordinated fixed rate resettable notes (the "Notes") of Air France-KLM (the "Issuer") will be issued outside the Republic of France on 17 April 2015
(the "Issue Date"). The Notes will be assimilated (assimilables) and form a single series with the existing 400,000,000 Undated Deeply Subordinated Fixed Rate Resettable Notes issued
on 1 April 2015 (the "Existing Notes") on and from the Issue Date.
Each Note will bear interest on its principal amount (i) from (and including) 1 April 2015 to (but excluding) 1 October 2020 (the "First Call Date") at a fixed rate of 6.250 per cent. per
annum payable annually in arrear on 1 October in each year and commencing on 1 October 2015 and (ii) from (and including) the First Call Date to (but excluding) the final redemption of
the Notes, at a fixed rate per annum which shall be equal to the 5-year Swap Rate determined two Business Days prior to the first day of the relevant Interest Rate Period (as defined herein)
plus a Margin of 11.072 per cent. per annum (which Margin includes a step-up of 5.00 per cent.) for each Interest Rate Period, payable annually in arrear on 1 October in each year and
commencing on 1 October 2021. There will be a short first coupon in respect of the first Interest Period from, and including, 1 April 2015 to, but excluding, 1 October 2015, as further
described in the section "Terms and Conditions of the Notes ­ Interest" of this Prospectus. Payment of interest on the Notes may be deferred at the option of the Issuer except under certain
circumstances, as further described in the section "Terms and Conditions of the Notes ­ Interest ­ Interest Deferral" of this Prospectus. Payments in respect of the Notes will be made
without deduction for or on account of taxes imposed or levied by the Republic of France to the extent described under "Terms and Conditions of the Notes ­ Taxation".
The Notes are undated securities with no specified maturity date. The Issuer will have the right to redeem all, but not some only, of the Notes on the First Call Date or on any Reset Date
thereafter, as defined and further described in "Terms and Conditions of the Notes ­ Redemption and Purchase ­ Optional Redemption". The Issuer may also, at its option, redeem all, but
not some only, of the Notes upon the occurrence of certain events, including a Gross-Up Event, a Tax Deductibility Event, an Accounting Event and a Repurchase Event, and shall be
required to redeem the Notes upon the occurrence of a Withholding Tax Event, each as defined and as further described in "Terms and Conditions of the Notes ­ Redemption and
Purchase".
In addition, the Issuer may at its option, further to the occurrence of a Change of Control Call Event, redeem or procure purchase for all, but not some only, of the Notes as defined and
further described in "Terms and Conditions of the Notes ­ Redemption and Purchase ­ Redemption following a Change of Control Call Event". If such option is not exercised, the interest
payable on the Notes will be increased by an additional margin of 5.00 per cent. per annum, as further described in the section "Terms and Conditions of the Notes ­ Interest ­ Rate of
Interest following a Change of Control Call Event" of this Prospectus.
Application has been made for approval of this Prospectus to the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority pursuant to Article 212-2 of
its Règlement Général which implements the Prospectus Directive.
Application has been made to Euronext Paris for the Notes to be listed and admitted to trading on Euronext Paris ("Euronext Paris"). The Existing Notes have already been admitted to
trading on Euronext Paris. Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, appearing on the list of regulated markets
issued by the European Commission.
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of 100,000 each. Title to the Notes will be evidenced in accordance with Articles L.211-3 and
R.211-1 of the French Code monétaire et financier by book-entries (inscriptions en compte) in the books of accountholders. No physical document of title (including certificats
représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier will be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of Euroclear
France, which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes ­ Form, Denomination and Title"), including Euroclear Bank SA/N.V.
("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). The Notes have been accepted for clearance through Euroclear France,
Euroclear and Clearstream, Luxembourg.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are not being offered or sold in the United States
except in accordance with Regulation S under the Securities Act ("Regulation S") or pursuant to an exemption from the registration requirements of the Securities Act.
The Notes are not expected to be assigned a rating. At the date hereof, the Issuer is not rated.

In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and with the General Regulations (Règlement général) of the AMF, in particular Articles
211-1 to 216-1, the AMF has granted to this Prospectus the visa n°15-157 on 15 April 2015.
This Prospectus has been prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L. 621-8-1-I of the French Code monétaire et financier, the
visa has been granted following an examination by the AMF of "whether the document is complete and comprehensible, and whether the information in it is coherent". It does not
imply that the AMF has verified the accounting and financial data set out in it and the appropriateness of the issue of the Notes.
An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by reference in this Prospectus and, in particular, the
information set out in the section entitled "Risk Factors" before making a decision to invest in the Notes.
So long as any of the Notes remain outstanding, copies of this Prospectus and all documents incorporated by reference in this Prospectus will be available free of charge (i) on the website of
the AMF (www.amf-france.org) and (ii) on request at the registered office of the Issuer during normal business hours.

Structuring Advisers to the Issuer, Joint Bookrunners and Global Coordinators
BNP Paribas

Deutsche Bank
Morgan Stanley
Joint Bookrunners and Global Coordinators
Crédit Agricole CIB
NATIXIS
Joint Bookrunners
Santander Global Banking &
Société Générale Corporate & Investment
HSBC
Markets
Banking



This Prospectus has been prepared for the purpose of giving information with respect to (i) the Issuer, (ii) the
Issuer and its subsidiaries and affiliates taken as a whole (the "Group") and (iii) the Notes which is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial position
and profit and losses of the Issuer.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer or
the Joint Bookrunners (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions,
including, without limitation, the United States, the United Kingdom and the Republic of France, may be
restricted by law. The Issuer and the Joint Bookrunners do not represent that this Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer or the Joint Bookrunners which is intended to permit a public offering of any Notes or distribution of
this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Note may be
offered or sold, directly or indirectly, and neither this Prospectus nor any offering material may be distributed
or published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Prospectus comes are required by the
Issuer and the Joint Bookrunners to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers and sales of Notes and distribution of this Prospectus, see
"Subscription and Sale" below.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The Notes are being offered and sold only in "offshore transactions" outside the United
States in accordance with Regulation S under the Securities Act ("Regulation S").
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Bookrunners. Neither the delivery of this Prospectus nor
any sale made in connection herewith shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuer and the Group since the date hereof or the date upon which this
Prospectus has been most recently amended or supplemented or that there has been no adverse change in the
financial position of the Issuer and the Group since the date hereof or the date upon which this Prospectus
has been most recently amended or supplemented or that the information contained in it or any other
information supplied in connection with the Notes is correct as of any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
The Joint Bookrunners have not separately verified the information contained in this Prospectus. Accordingly,
no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Joint Bookrunners or any of them as to the accuracy or completeness of the information
contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in
connection with the Notes or their distribution. Neither this Prospectus nor any other information supplied in
connection with the offering of the Notes is intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of the Issuer or the Joint Bookrunners that any
recipient of this Prospectus or any other financial statements should purchase the Notes.
In making an investment decision regarding the Notes, potential investors should rely on their own
independent investigation and appraisal of the Issuer, its business and the terms of the offering, including the
merits and risks involved. The contents of this Prospectus are not to be construed as legal, business or tax

2



advice. Each prospective investor should consult its own advisers as to legal, tax, financial, credit and related
aspects of an investment in the Notes.
Potential investors should read carefully the section entitled "Risk factors" below for certain information
relevant to an investment in the Notes and before making a decision to invest in the Notes.
In this Prospectus, unless otherwise specified or the context requires, references to "euro", "EUR" and ""
are to the single currency of the participating member states of the European Economic and Monetary Union
and references to "dollars", "USD" or "$" are to the single currency of the United States of America.
References to "Air France" and "KLM" are respectively to Air France and KLM and their respective
subsidiaries, unless the context otherwise requires.
In connection with the issue of the Notes, Morgan Stanley & Co. International plc (the "Stabilising
Manager") (or any person acting on behalf of any Stabilising Manager) may over-allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager (or any persons acting on
behalf of any Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on
or after the date on which adequate public disclosure of the final terms of the offer of the Notes is made 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 relevant Stabilising Manager (or any person acting on behalf of any Stabilising
Manager) in accordance with all applicable laws and rules.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain statements that are forward-looking including statements with respect to the
Issuer's business strategies, results of operations, financial position, expansion and growth of operations,
trends in its business, competitive advantage, and technological and regulatory changes, information on
exchange rate risk and generally includes all statements preceded by, followed by or that include the words
"believe", "expect", "project", "anticipate", "seek", "estimate" or similar expressions, and discussions of
strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual results may differ materially
from those in the forward-looking statements as a result of various factors. Potential investors are cautioned
not to place undue reliance on forward- looking statements, which speak only as of the date hereof.



3



TABLE OF CONTENTS
RESPONSIBILITY STATEMENT .................................................................................................................... 5
INCORPORATION BY REFERENCE .............................................................................................................. 6
CROSS-REFERENCE TABLE .......................................................................................................................... 7
RISK FACTORS ...............................................................................................................................................10
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................19
USE OF PROCEEDS ........................................................................................................................................35
DESCRIPTION OF THE ISSUER ...................................................................................................................36
RECENT DEVELOPMENTS ...........................................................................................................................37
TAXATION .......................................................................................................................................................50
SUBSCRIPTION AND SALE ..........................................................................................................................53
GENERAL INFORMATION ............................................................................................................................55




4



RESPONSIBILITY STATEMENT



Air France-KLM
I declare, after taking all reasonable measures for this purpose and to the best of my knowledge, that the
information contained or incorporated by reference in this Prospectus is in accordance with the facts and that
it makes no omission likely to affect its import.
The statutory auditors' report on the consolidated financial statements of the Issuer for the year ended
31 December 2013 included on pages 250 and 251 of the 2013 Registration Document (as defined in
"Incorporation by Reference") contain the following observation: "Without qualifying our opinion, we draw
your attention to the note 2.1 to the consolidated financial statements which sets out the change in accounting
policy relating to the application of IAS 19 revised "Employee Benefits" effective as from January 1st, 2013."

Air France ­ KLM
2, rue Robert Esnault-Pelterie
75007 Paris
France
Duly represented by:
Alexandre de Juniac
Chairman and Chief Executive Officer

on 15 April 2015

5



INCORPORATION BY REFERENCE

This Prospectus should be read and construed in conjunction with the following sections identified in the
cross-reference table below of the following documents (the "Documents Incorporated by Reference"),
which have been previously published and have been filed with the AMF. Such sections shall be incorporated
in, and shall be deemed to form part of, this Prospectus:
(i)
the Issuer's 2014 Registration Document "Document de Référence" in the French language which
was filed with the AMF on 8 April 2015 under number D15-0299, including the statutory audited
consolidated financial statements of the Issuer as at, and for the year ended, 31 December 2014 and
the related notes thereto and the related statutory auditors' report (the "2014 Registration
Document"), except for the third paragraph of the section "Attestation du responsable" on page 304;
and
(ii)
the Issuer's 2013 Registration Document "Document de Référence" in the French language which
was filed with the AMF on 8 April 2014 under number D14-0311, including the statutory audited
consolidated financial statements of the Issuer as at, and for the year ended, 31 December 2013 and
the related notes thereto and the related statutory auditors' report (the "2013 Registration
Document"), except for the third paragraph of the section "Attestation du responsable" on page 292.
Free translations in the English language of the 2014 Registration Document and the 2013 Registration
Document are available on the Issuer's website (www.airfranceklm.com). These documents are available for
information purposes only and are not incorporated by reference in this Prospectus. The only binding versions
are the French language versions.
Such documents shall be incorporated in and form part of this Prospectus, save that any statement contained
in a Document Incorporated by Reference shall be modified or superseded for the purpose of this Prospectus
to the extent that a statement contained herein modifies or supersedes such earlier statement (whether
expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so
modified or superseded, constitute a part of this Prospectus.
Copies of the Documents Incorporated by Reference are available free of charge (i) on the website of the
Issuer (www.airfranceklm.com) and on the website of the AMF (www.amf-france.org) and (ii) on request at
the registered office of the Issuer or the Paying Agent during normal business hours so long as any of the
Notes is outstanding, as described in the section "General Information" below.
For the purposes of the Prospectus Directive, information can be found in such Documents Incorporated by
Reference or in this Prospectus in accordance with the following cross-reference table. Any information not
listed in the cross-reference list but included in the Documents Incorporated by Reference is given for
information purposes only.



6



CROSS-REFERENCE TABLE


Annex IX of the European Regulation
Pages of the 2013 Registration
Pages of the 2014 Registration
809/2004/EC of 29 April 2004 as
Document
Document
amended by Commission Delegated
Regulation (EU) 486/2012 of 30 March
2012 and 862/2012 of 4 June 2012
2
Statutory auditors
2.1
Names and addresses
-
304
2.2
Change of situation of the
N/A
auditors
3
Risk factors
3.1
Risk factors
-
87-109; 233-234
4
Information about the Issuer
4.1
History and development of the Issuer
4.1.1
Legal and commercial name
-
285
4.1.2
Place of registration and
-
285
registration number
4.1.3
Date of incorporation and term
-
285
4.1.4
Domicile, legal form,
-
285
jurisdictions governing its
activities, country of
incorporation, address and
telephone number
4.1.5
Recent events particular to the
N/A
Issuer which are to a material
extent relevant to the
evaluation of the Issuer's
solvency
5
Business overview
5.1
Principal activities
5.1.1
Description of the Issuer's
-
4-5; 47-84; 162-176; 196-200
principal activities

5.1.2
The basis for any statements in
-
38-46
the registration document
made by the Issuer regarding
its competitive position
6
Organisational structure
6.1
If the Issuer is part of a group, a
-
101-103; 108-109; 167; 258-263;
brief description of the group
274-275; 298-300
and of the Issuer's position

within it.
6.2
If the Issuer is dependent upon
N/A
other entities within the group,
this must be clearly stated
together with an explanation of

7




Annex IX of the European Regulation
Pages of the 2013 Registration
Pages of the 2014 Registration
809/2004/EC of 29 April 2004 as
Document
Document
amended by Commission Delegated
Regulation (EU) 486/2012 of 30 March
2012 and 862/2012 of 4 June 2012
this dependence.
7
Trend information
7.1
Statement of no material adverse
N/A
change on the Issuer's prospects
8
Profit forecast and estimate
N/A
9
Administrative, management and supervisory bodies
9.1
Information concerning the
-
4; 8-36
administrative, management and

supervisory bodies
9.2
Conflicts of interests
-
26
10
Major shareholders
10.1
Ownership and control
-
286-292
10.2
Description of arrangements
-
289
which may result in a change of
control
11
Financial information concerning the Issuer's assets and liabilities, financial position and profits
and losses
11.1
Historical financial information

Audited consolidated financial statements

- Balance sheet (Statement of
168-169
180-181
financial position)

- Income statement
166-167
178-179

- Accounting policies and
173-249
185-263
explanatory notes

- Auditors' report
250-251
264-265
Audited non-consolidated financial statements

- Balance sheet (Statement of
253
267
financial position)

- Income statement
252
266

- Accounting policies and
254-263
268-276
explanatory notes

- Auditors' report
265
278-279
11.2
Financial statements
166-249; 252-263
178-263; 266-276
11.3
Auditing of historical annual financial information
11.3.1 Statement of audit of the
250-251; 265
264-265; 278-279
historical annual financial
information
11.3.2 Other audited information
N/A
11.3.3 Unaudited data
N/A
11.4
Age of latest financial information
11.4.1 Age of latest financial
-
264-265; 278-279
information
11.5
Legal and arbitration
-
95; 233-234; 275-276
proceedings

8




Annex IX of the European Regulation
Pages of the 2013 Registration
Pages of the 2014 Registration
809/2004/EC of 29 April 2004 as
Document
Document
amended by Commission Delegated
Regulation (EU) 486/2012 of 30 March
2012 and 862/2012 of 4 June 2012
11.6
Significant change in the
-
85; 185-186
Issuer's financial position
12
Material contracts
12.1
Material contracts
N/A
13
Third party information
13.1
Statements by experts
N/A
13.2
Statements by third parties
N/A
14
Documents on display
14.1
Documents on display
N/A


9



RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks
associated with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in the Notes, but the Issuer may be unable to pay interest, principal or other amounts on
or in connection with the Notes for other reasons and the Issuer does not represent that the
statements below regarding the risks of holding the Notes are exhaustive. Prospective investors
should make their own independent evaluations of all risk factors and should also read the detailed
information set out elsewhere in this Prospectus. Terms defined in "Terms and Conditions of the
Notes" below shall have the same meaning in the following section.
RISK FACTORS RELATING TO THE ISSUER
The risk factors relating to the Issuer are set out in pages 87 to 109 and 233 to 234 of the 2014
Registration Document incorporated by reference in this Prospectus, as described in the section
"Incorporation by Reference".
The objectives of the Perform 2020 strategic plan are subject to uncertainties and investors should
refer to the section entitled "Forward-Looking Statements" of this Prospectus.
RISK FACTORS RELATING TO THE NOTES
General Risks relating to the Notes
Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of
such investor's own circumstances. In particular, each potential investor should:
(i)
be experienced with respect to transactions on capital markets and notes and understand the
risks of transactions involving the Notes;
(ii)
reach an investment decision only after careful consideration of the information set forth in
this Prospectus and general information relating to Notes;
(iii) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus;
(iv) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact such investment
will have on its overall investment portfolio;

10


Document Outline