(Note: This is LATAM Airlines’ public offering of American Depositary Shares (ADS) on the New York Stock Exchange. The selling shareholders are offering 19.0 million ADS. Each ADS represents 2,000 common shares. The company will not receive any proceeds from the sale of the ADS. LATAM Airlines’ common stock  is listed on the Santiago Stock Exchange and on the Chilean Electronic Stock Exchange under the symbol “LTM” – the prospectus says. The public offering price of US$28.06 per ADS is the as-converted price of the Ch$12.78 per share on the Chilean Stock Exchanges  on July 17, 2024.)

We are the largest airline group in South America, with over twice the number of flights of any other airline group in the region, and one of the 10 largest airline groups in the world, as measured by the number of flights operated by us in the 12 months ended March 31, 2024. (Incorporated in Chile)

For the three months ended March 31, 2024, we were ranked as the number one or two – No. 1 or 2 – carrier by market share in every major aviation market in South America where LATAM group operates domestically, and we also maintained the largest international network to and from South America with long-haul transcontinental service to destinations across North America, Europe, Africa and Oceania.

Given our relative scale and reach as compared to other carriers in the region, we believe no global airline is more important to its home market than LATAM group is to South America. Our global operations are strengthened by the combination of our cargo and passenger business, key strategic partnerships, various code-sharing agreements, commercial agreements and a joint venture agreement with Delta Air Lines, Inc. (“Delta”), which broadens our reach and has recently been expanded to include Ecuador and our cargo affiliates. As of March 31, 2024, we are the largest air cargo group carrier in South America, as measured by our cargo fleet, and play a key role in the transportation of essential goods, supporting supply chains and export industries. We also operate LATAM Pass, which is the largest frequent flyer program in South America. According to publicly available information, LATAM Pass is the seventh largest frequent flyer program in the world by number of members. As of March 31, 2024, the LATAM group provided passenger transport services to 148 destinations in 26 countries and cargo services to 166 destinations (18 of which are cargo-only) in 33 countries (7 of which are cargo-only), with an operating fleet of 336 aircraft, including 20 dedicated cargo freighters, and 36,477 employees.

LATAM group’s origins date back to 1929 when the Chilean government originally founded LAN Airlines S.A. (“LAN”), which was Chile’s flag carrier. Following years of significant expansion, LAN merged with TAM S.A. of Brazil in 2012 and was renamed LATAM Airlines Group S.A. As a result of the unprecedented impact of COVID-19 on the global economy and the aviation industry in 2020, LATAM Airlines Group and several of its affiliates initiated a restructuring process that has now improved the group’s competitive positioning. As part of the restructuring process, we implemented various cost savings initiatives, including significant fleet cost reductions, headcount reductions and overall streamlining of our business processes to achieve over $1.3 billion in recurring annual cost savings. As a result of these cost savings and a structurally lower cost base, our cost structure is significantly lower than the cost structures of the global full service carriers with which we compete. Additionally, upon emergence from our restructuring process during the fourth quarter of 2022, we improved our capital position, with our other financial liabilities current and non-current decreasing 37% and our Adjusted Gross Debt decreasing by 39%, compared to when we initiated our restructuring process during the second quarter of 2020. For a reconciliation of our Adjusted Gross Debt to our financial debt and lease liabilities in accordance with IFRS, see “—Summary Historical Financial and Other Data.” The South American aviation market competitive dynamics have also become more favorable following the pandemic, with many airlines exiting our major markets, which has further solidified our position as the largest airline group in the region. As a result of our growing leadership in South America and the benefits from our restructuring process, we are generating strong financial results.

Passenger Operations. We are the only airline group with a domestic presence in five South American markets, which include Brazil, Chile, Colombia, Ecuador and Peru, as well as regional flights and long-haul operations to four continents. We are ranked as the number one or two carrier by market share across all our domestic South American markets. We are also ranked as the number one carrier by capacity share within South America with two times the capacity share of the second largest carrier, as well as from South America to North America and to the Oceania region. We are ranked as the number three carrier by market share from South America to Europe, marginally behind two European carriers. We provide a premium product and service to our passengers through our hub-and-spoke model, the model primarily used by other global full service carriers around the world. We operate three classes of service, including our premium business class product with lie-flat beds on long-haul transcontinental flights. In addition, we offer our passengers other amenities, such as award winning food and beverages, in-flight entertainment with exclusive content and Wi-Fi access across the majority of our narrowbody fleet. We also provide our premium business class and high value passengers on international flights access to modern VIP lounges located at major airports across the world. Our passenger fleet is the largest in South America and consists of 316 aircraft, including 258 narrowbody aircraft (Airbus A320 family) for regional flying and 58 widebody aircraft (Boeing 787, Boeing 777 and Boeing 767) for long-haul international flying. In the last twelve months ended March 31, 2024, we transported approximately 77 million passengers, which is more than double that of the second largest carrier in South America over the same period.