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COMMITMENTS AND CONTINGENCIES | 9 Months Ended
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Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract] |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation and Other Legal Matters The Company is subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings. The Company accrues liabilities when it considers that future costs will probably be incurred and such costs can be reasonably estimated. Proceeding-related liabilities are based on developments to date and historical information related to actions filed against the Company. As of September 30, 2025, the Company had accounted for estimated liabilities involving proceeding-related contingencies and other estimated contingencies of $177 million (net of judicial deposits) within non current other liabilities to cover legal actions against the Company for which Management has assessed the likelihood of a final adverse outcome as probable. Expected legal costs related to litigations are accrued when the legal service is actually provided. In addition, as of September 30, 2025, the Company and its subsidiaries are subject to certain legal actions considered by the Company’s Management and its legal counsels to be reasonably possible of resulting in a loss for an estimated aggregate amount up to $413 million. No loss amounts have been accrued for such reasonably possible legal actions. For further information related to contingent liabilities please refer to Note 16 to the consolidated financial statements in the Company’s 2024 10-K. Tax Claims Withholding Tax in the Brazil-Argentina Double Taxation Treaty The tax claim related to the withholding income tax (“IRRF”) over payments remitted by certain Brazilian subsidiaries to MercadoLibre S.R.L. for the provision of information technology support and assistance services is described in Note 16 to the consolidated financial statements in the Company’s 2024 10-K. On September 6, 2025, the first instance of the Federal Justice rendered a judgment revoking the previously granted injunction that had recognized the right of collecting the withholding tax at a 10% rate (instead of 15%), and denying the requested writ of mandamus. The Company appealed this decision to the Federal Regional Court of the 3rd Region and submitted a request for interim relief on appeal aiming to maintain the suspension of tax enforceability. The Federal Regional Court of the 3rd Region denied the Company’s request. Therefore, on October 10, 2025, the Company deposited into court the amount arising from the difference in the withholding tax rate for $25 million from September 2024 onwards. Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is probable based on the technical merits of the Company’s tax position and the existence of adverse decisions issued by the Superior Court of Justice. For that reason, the Company has recorded a provision for the disputed amounts, which was $501 million as of September 30, 2025, and which was recorded in non-current other liabilities in the consolidated balance sheets, net of the corresponding judicial deposits for $450 million (which includes $102 million of interest income). Interstate rate of ICMS-DIFAL on interstate sales Interstate rate of ICMS-DIFAL on interstate sales without Complementary Law The writ of mandamus related to the interstate rate of ICMS-DIFAL (Imposto sobre Circulação de Mercadorias, Serviços de Transporte Interestadual, Intermunicipal e Comunicação on interstate sales at a differential rate) without the existence of a complementary law is described in Note 16 to the consolidated financial statements in the Company’s 2024 10-K. In June 2025, the Superior Court of Justice ruled against the Company on the Special Appeal relating to one of the cases related to the Distrito Federal (where the risk of losing had been considered probable). In August 2025, the case became final and unappealable in favor of the State. In July 2025, the case related to Goiás (where the risk of losing had been considered probable) became final and unappealable in favor of the Company. The case will be closed following withdrawal by the Company of the funds previously required to be deposited by the Company (which amount to less than $1 million as of September 30, 2025). In September 2025, in the case related to Rio de Janeiro (where the risk of losing had been considered remote) the Company obtained a partially favorable second instance decision and filed a motion for clarification, which is still pending judgment. The other cases pending as of December 31, 2024 had no updates during the nine-month period ended September 30, 2025. The Company maintains a $2 million provision as of September 30, 2025 for the disputed amounts related to th e 3 ongoing cases where the risk of losing is considered by Management to be probable, based on the opinion of external legal counsel, which are presented net of the corresponding judicial deposits of $2 million. Interstate rate of ICMS-DIFAL on interstate sales under Law No. 190/22 The writ of mandamus related to the interstate rate of ICMS-DIFAL under Supplementary Law No. 190/22 is described in Note 16 to the consolidated financial statements in the Company’s 2024 10-K. In 2022, the Company filed writs of mandamus in all 27 Federation States to prevent DIFAL collection by the Brazilian tax authorities. On November 29, 2023, the Brazilian Supreme Court (“STF”) ruled that Supplementary Law No. 190/22 was constitutional, making ICMS-DIFAL payable from of April 5, 2022 onwards (ninety days after the law came into effect). This decision was reached in a Direct Action of Unconstitutionality (ADI 7066) but is not yet final, as a motion for clarification filed on May 13, 2024 is still pending. Management’s opinion as of September 30, 2025, based on the opinion of external legal counsel, is that the risk of losing the case is remote for the period between January 1, 2022 to April 4, 2022, and probable for the period between April 5, 2022 to December 31, 2022 based on the technical merits of the Company’s tax position. For that reason, the Company has not recorded any liability for the amounts in controversy related to the period through April 4, 2022, but has recorded liabilities for the amounts in controversy related to the period from April 5, 2022 to December 31, 2022 in an amount of $33 million as of September 30, 2025, which are presented net of the corresponding judicial deposits of $31 million. On October 21, 2025, in a leading case (Case 1266), the STF reaffirmed the ADI 7066 ruling but clarified that, exclusively for fiscal year 2022, DIFAL cannot be collected from taxpayers who had filed lawsuits challenging the tax by November 29, 2023 (as the Company did), and had not paid the tax that year. This decision from STF led to an update in the Company’s risk assessment for these cases, whose risk of losing had been considered probable and is now considered remote. Therefore, the Company will recognize a reversal on the $33 million provision during the three-month period ended December 31, 2025. The deposits will be withdrawn to the extent that the Courts provide authorization. Exclusion of ICMS tax benefits from federal taxes base The tax claims related to the exclusion of ICMS tax benefits from the tax base of the Corporate Income Tax (“IRPJ”) and of the Social Contribution on Net Profits (“CSLL”) and the federal contributions PIS and COFINS is described in Note 16 to the consolidated financial statements in the Company’s 2024 10-K. On April 4, 2025, the case related to the exclusion of ICMS tax benefits in the tax base of IRPJ and CSLL prior to the enactment of Law 14,789 (up to December 2023), whose risk of losing was deemed not more likely than not, became final and unappealable in favor of the Company. The Company had recorded a corresponding income tax benefit arising from the ICMS tax incentives from September 2021 up to December 2023, which amounted to $39 million considering the exchange rate as of September 30, 2025. Regarding the writ of mandamus filed to set aside the federal contributions IRPJ and CSLL under Law 14,789 (from January 2024 onwards), on September 8, 2025, a decision was rendered granting a preliminary injunction, ensuring the Company’s right not to include presumed ICMS credits in the calculation basis of IRPJ and CSLL, disregarding the effects of Law No. 14,789/2023, and suspending the enforceability of the tax credits under discussion in these proceedings. On September 22, 2025, the Federal Government filed an appeal against the injunction. Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is not more likely than not based on the technical merits of the Company’s tax position. Accordingly, the Company has not recorded any expense or liability for the disputed amounts. As of September 30, 2025, the total disputed amount was $77 million. In June 2025, regarding the writ of mandamus filed to set aside the federal contributions PIS and COFINS under Law 14,789 (from January 2024 onwards), the Company was granted an injunction to suspend the inclusion of presumed ICMS credits in the PIS and COFINS calculation basis, setting aside the effects of Law 14,789/2023. On July 29, 2025, the Federal Government appealed the decision that granted the preliminary injunction requested by the Company. On July 31, 2025, a decision was rendered upholding the injunction. On August 21, 2025, the proceedings were stayed until the Supreme Federal Court rules on the matter (Topic 843). Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is possible but not probable based on the technical merits of the Company’s tax position. Accordingly, the Company has not recorded any expense or liability for the disputed amounts. As of September 30, 2025, the total disputed amount was $21 million. Buyer protection program The buyer protection program (“BPP”) is designed to protect buyers in the Marketplace from losses due primarily to fraud or counterparty non-performance for all transactions completed through the Company’s online payment solution Mercado Pago (except for certain excluded categories). The Company’s BPP provides protection to consumers by reimbursing them for the total value of a purchased item and the value of any shipping service paid if it does not arrive, arrives incomplete or damaged, does not match the seller’s description or if the buyer regrets the purchase. The Company is entitled to recover from the third-party carrier companies performing the shipping service certain amounts paid under the BPP. Furthermore, in some specific circumstances, the Company enters into insurance contracts with third-party insurance companies in order to cover contingencies that may arise from the BPP. The maximum potential exposure under this program is estimated to be the volume of payments on the Marketplace, for which claims may be made under the terms and conditions of the Company’s BPP. Based on historical losses to date, the Company does not believe that the maximum potential exposure is representative of the actual potential exposure. The Company records a liability with respect to losses under this program when they are probable and the amount can be reasonably estimated. As of September 30, 2025 and December 31, 2024, Management’s estimate of the maximum potential exposure related to the Company’s buyer protection program is $6,533 million and $5,769 million, respectively, for which the Company recorded a provision of $15 million and $14 million, respectively. Commitments The Company has committed to purchase cloud platform and other technology services for a total minimum aggregate purchase commitment of $3,167 million. As of September 30, 2025, the remaining purchase commitment is $2,544 million. The Company has signed a 10-year agreement with Gol Linhas Aereas S.A. under which the Company is committed to contract a minimum amount of air logistics services for a total cost of $378 million (portion allocated to the services component of the agreement). As of September 30, 2025, the remaining purchase commitment is $301 million. Since October 2023, the Company has signed 3-year agreements with certain shipping companies in Brazil, under which the Company committed to contract a minimum amount of logistics services for a total cost of $59 million. As of September 30, 2025, the remaining commitment amounted to $33 million. As of September 30, 2025, the Company has lease agreements for new warehouses in Brazil, Mexico, Argentina and Chile, for a total amount of $1,200 million, that have not yet commenced. Lease terms under the agreements are between 3 to 15 years. The Company has unconditional purchase obligations related to capital expenditures for a total amount of $34 million. As of September 30, 2025, the remaining purchase commitment is $6 million.

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